Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Vinco Ventures, Inc. | |
Entity Central Index Key | 0001717556 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,935,586 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 5,525,744 | $ 249,356 |
Accounts receivable, net | 1,683,294 | 1,382,163 |
Short-term investments | 948,000 | 1,018,000 |
Inventory | 1,123,261 | 1,127,725 |
Prepaid expenses and other current assets | 603,966 | 522,259 |
Current assets of discontinued operations | 1,354,546 | 1,042,680 |
Total current assets | 11,238,811 | 5,342,183 |
Property and equipment, net | 996,217 | 1,010,801 |
Right of use assets, net | 128,871 | 153,034 |
Loan receivable | 5,000,000 | |
Equity method investment | 7,000,000 | |
Intangible assets, net | 9,485,370 | 9,798,813 |
Goodwill | 5,983,852 | 5,983,852 |
Non-current assets of discontinued operations | 5,640,238 | 5,739,524 |
Total assets | 45,473,359 | 28,028,207 |
Current liabilities: | ||
Accounts payable | 1,339,009 | 3,618,339 |
Accrued expenses and other current liabilities | 1,344,750 | 2,101,610 |
Deferred revenues | 131,578 | 152,040 |
Current portion of operating leases liabilities | 73,054 | 96,777 |
Income tax payable | 27,643 | 27,643 |
Line of credit, net of debt issuance costs of $0 and $15,573, respectively | 1,133,652 | 1,500,953 |
Current portion of convertible notes payable, net of debt issuance costs of $9,827,778 and $0, respectively | 1,172,222 | 577,260 |
Current portion of notes payable, net of debt issuance costs of $0 and $212,848, respectively | 441,192 | 1,301,212 |
Current portion of notes payable - related parties | 876,500 | 1,389,923 |
Due to related party | 15,450 | 32,452 |
Current liabilities of discontinued operations | 589,363 | 487,454 |
Total current liabilities | 7,144,413 | 11,285,663 |
Operating leases liabilities -net of current portion | 58,713 | 58,713 |
Convertible notes payable - related parties, net of current portion, net of debt discount of $172,984 and $366,666, respectively | 249,288 | 1,161,495 |
Notes payable, net of current portion | 450,002 | 595,879 |
Notes payable - related parties, net of current portion | 1,291,013 | 1,403,756 |
Warrant liability | 58,235,565 | |
Total liabilities | 67,428,994 | 14,505,506 |
Stockholders' equity | ||
Preferred Stock | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 25,685,981 and 14,471,403 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | 25,686 | 14,471 |
Additional paid-in-capital | 66,002,229 | 39,050,260 |
Accumulated deficit | (86,118,452) | (23,648,898) |
Total stockholders' (deficit) equity attributable to Vinco Ventures, Inc. | (20,089,772) | 15,416,598 |
Noncontrolling interests | (1,865,863) | (1,893,897) |
Total stockholders' equity | (21,955,635) | 13,522,701 |
Total liabilities and stockholders' equity | 45,473,359 | 28,028,207 |
Series B Preferred Stock [Member] | ||
Stockholders' equity | ||
Preferred Stock | $ 765 | $ 765 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares, issued | 25,685,981 | 14,471,403 |
Common stock, shares, outstanding | 25,685,981 | 14,471,403 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares, issued | 764,618 | 764,618 |
Preferred stock, shares, outstanding | 764,618 | 764,618 |
Convertible Notes Payable [Member] | ||
Debt issuance costs, net | $ 9,827,778 | $ 0 |
Notes Payable [Member] | ||
Debt issuance costs, net | 0 | 212,848 |
Convertible Notes Payable Related Party [Member] | ||
Debt issuance costs, net | 172,984 | 366,666 |
Line of Credit [Member] | ||
Debt issuance costs, net | $ 0 | $ 15,573 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues, net | $ 2,565,162 | $ 1,953,346 |
Cost of revenues | 1,653,381 | 1,363,719 |
Gross profit | 911,781 | 589,627 |
Operating expenses: | ||
Selling, general and administrative | 11,660,880 | 3,288,949 |
Operating loss | (10,749,099) | (2,699,322) |
Other (expense) income: | ||
Rental income | 25,704 | 25,704 |
Interest expense | (12,694,933) | (723,957) |
Loss on issuance of warrants | (75,156,534) | |
Change in fair value of warrant liability | 36,381,542 | |
Change in fair value of short-term investment | (70,000) | |
Total other income (expense), net | (51,514,221) | (698,253) |
(Loss) income before income taxes | (62,263,320) | (3,397,575) |
Income tax expense | ||
Net loss from continuing operations | (62,263,320) | (3,397,975) |
Net income attributable to noncontrolling interests | 28,034 | |
Net loss attributable to Vinco Ventures, Inc. from continuing operations | (62,291,354) | (3,397,975) |
Loss from discontinued operations | (178,200) | (244,693) |
Gain on divestiture from discontinued operations | 4,911,760 | |
Net (loss) income attributable to Vinco Ventures, Inc. | $ (62,469,554) | $ 1,269,492 |
Net (loss) income per share - basic | $ (3.27) | $ 0.16 |
Net (loss) income per share - diluted | $ (3.28) | $ 0.13 |
Weighted average number of common shares outstanding - basic | 19,055,006 | 8,181,470 |
Weighted average number of common shares outstanding - diluted | 19,055,006 | 9,637,421 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interest | Total |
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 noteholders | $ 160 | 201,164 | 201,324 | |||
Issuance of common stock to noteholders, shares | 160,000 | |||||
Returned common stock from noteholder | $ (153) | 153 | ||||
Returned common stock from noteholder, shares | (153,005) | |||||
Issuance of common stock to consultants | $ 654 | 562,109 | 562,763 | |||
Issuance of common stock to consultants, shares | 653,750 | |||||
Issuance of warrants to noteholders and beneficial conversion options | 1,018,953 | 1,018,953 | ||||
Stock-based compensation | 748,749 | 748,749 | ||||
Divestiture of Cloud B | (26,392) | (26,392) | ||||
Net income loss | 1,269,492 | (3,397,975) | ||||
Balance at Mar. 31, 2020 | $ 8,677 | 28,790,704 | (17,225,970) | (344,090) | 11,229,321 | |
Balance, shares at Mar. 31, 2020 | 8,676,501 | |||||
Balance at Dec. 31, 2020 | $ 765 | $ 14,471 | 39,050,260 | (23,648,898) | (1,893,897) | 13,522,701 |
Balance, shares at Dec. 31, 2020 | 764,618 | 14,471,403 | ||||
Issuance of common stock to noteholders | $ 5,878 | 11,510,814 | 11,516,692 | |||
Issuance of common stock to noteholders, shares | 5,877,908 | |||||
Returned common stock from noteholder | $ (153) | 153 | ||||
Returned common stock from noteholder, shares | (153,005) | |||||
Issuance of common stock to investors | $ 1,500 | 3,253,500 | 3,255,000 | |||
Issuance of common stock to investors, shares | 1,500,000 | |||||
Issuance of common stock to consultants | $ 943 | 2,035,392 | 2,036,335 | |||
Issuance of common stock to consultants, shares | 943,000 | |||||
Issuance of common stock to employees | $ 1,263 | 3,290,927 | 3,292,190 | |||
Issuance of common stock to employees, shares | 1,262,872 | |||||
Issuance of warrants to noteholders and beneficial conversion options | 19,720,000 | 19,720,000 | ||||
Issuance of common stock upon exercise of warrants | $ 881 | 1,689,723 | 1,690,604 | |||
Issuance of common stock upon exercise of warrants, shares | 880,798 | |||||
Conversions under notes payable | $ 5,574 | 11,088,446 | 11,094,020 | |||
Conversions under notes payable, shares | 5,574,425 | |||||
Exercise of warrant liabilities | 259,427 | 259,427 | ||||
Stock-based compensation | 3,660,436 | 3,660,436 | ||||
Issuance of common stock acquisitions | $ 750 | 1,251,750 | 1,252,500 | |||
Issuance of common stock acquisitions, shares | 750,000 | |||||
Net income loss | (62,469,554) | 28,034 | (62,263,320) | |||
Balance at Mar. 31, 2021 | $ 765 | $ 25,686 | $ 66,002,229 | $ (86,118,452) | $ (1,865,863) | $ (21,955,635) |
Balance, shares at Mar. 31, 2021 | 764,618 | 25,685,981 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flow from Operating Activities | ||
Net income (loss) attributable to Vinco Ventures, Inc. | $ (62,291,354) | $ (3,397,975) |
Net income attributable to noncontrolling interests | 28,034 | |
Net income (loss) | (62,263,320) | (3,397,975) |
Adjustments to reconcile net (income) loss to net cash used in operating activities: | ||
Discontinued operations | (178,200) | 4,667,067 |
Depreciation and amortization | 445,541 | 316,299 |
Amortization of financing costs | 12,418,930 | 570,636 |
Stock-based compensation | 8,697,502 | 1,319,511 |
Amortization of right of use asset | 24,163 | 77,823 |
Gain on divestiture | (4,911,760) | |
Change in fair value of short-term investments | 70,000 | |
Loss on issuance of warrants | 75,156,534 | |
Change in fair value of warrant liability | (36,381,542) | |
Changes in assets and liabilities: | ||
Accounts receivable | (494,130) | 64,359 |
Inventory | (215,717) | 69,089 |
Prepaid expenses and other current assets | 139,635 | 33,441 |
Accounts payable | (804,282) | (215,320) |
Accrued expenses and other current liabilities | (714,500) | 335,815 |
Operating lease liabilities | (23,723) | (74,776) |
Due from related party | (17,001) | (8,115) |
Net cash used in operating activities | (4,140,110) | (1,153,506) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (18,228) | (31,918) |
Equity method investment | (7,000,000) | |
Funding of loan receivable | (5,000,000) | |
Net cash used in investing activities | (12,018,228) | (31,918) |
Cash Flows from Financing Activities | ||
Net (repayments) borrowings under line of credit | (379,333) | 112,862 |
Borrowings under convertible notes payable | 19,720,000 | 1,100,000 |
Borrowings under notes payable | 73,000 | 950,000 |
Repayments under notes payable | (2,141,782) | (672,773) |
Repayments under notes payable- related parties | (659,999) | (14,508) |
Fees paid for financing costs | (122,762) | (170,815) |
Net proceeds from issuance of common stock | 3,255,000 | |
Exercise of warrants | 1,690,604 | |
Net cash provided by financing activities | 21,434,726 | 1,304,766 |
Net increase (decrease) in cash and cash equivalents | 5,276,388 | 119,342 |
Cash and cash equivalents - beginning of period | 249,356 | 412,719 |
Cash and cash equivalents - end of period | 5,525,744 | 532,062 |
Cash paid during the period for: | ||
Interest | 343,824 | 127,504 |
Income taxes | (14,738) | |
Noncash investing and financing activity: | ||
Shares issued to note holders | 422,672 | 368,000 |
Conversions under notes payable | 11,094,020 | |
Issuance of warrants and beneficial conversion option to note holders | $ 22,000,000 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three ended March 31, 2021 are not necessarily indicative of the operating results for the full fiscal year for 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, 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, 2020, 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 & 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 March 31, 2021, Vinco Ventures had six wholly-owned subsidiaries: TBD Safety, LLC (“TBD”), 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 consolidated as VIE’s with noncontrolling interests. 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. Liquidity For the three months ended March 31, 2021, our operations lost approximately $10,749,009, of which approximately $9,143,000 was non-cash and approximately $705,000 was related to transaction costs and other non-recurring items. At March 31, 2021, we had total current assets of approximately $11,238,811 and current liabilities of approximately $7,144,413 resulting in working capital of approximately $4,094,398, of which $1,263,755 was related party notes payable. At March 31, 2021, we had total assets of $45,473,359 and total liabilities of $67,428,994 resulting in stockholders’ deficit of $21,955,635. The Company believes it has sufficient cash for at least the next twelve months from the date of issuance of these condensed 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
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 Edison Nation, Inc. and its wholly-owned and majority owned subsidiaries. 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. Discontinued Operations A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. The Company’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented. 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 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 approximately $5,525,744 of cash and cash equivalents at March 31, 2021 of which none was held in foreign bank accounts not covered by FDIC insurance limits as of March 31, 2021. Accounts Receivable Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. 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. 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. Short-Term Investments Short-term investments consisted of equity securities. The Company classified its investments as Trading securities. Accordingly, such investments were reported at fair market value, with the resultant unrealized gains and losses reported as a component of the consolidated statements of operations. Fair value for Trading securities was determined by reference to quoted market prices. 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. Equity Method Investments We apply the equity method of accounting to investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments will be reported under a line item captioned equity method investment income in our Consolidated Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company classifies distributions received from equity-method investments using the cumulative earnings approach on the Consolidated Statements of Cash Flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. The Company did not record any impairments related to its investments in 2021. For the three months ended March 31, 2021, there was no income or loss. 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 is 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 three months ended March 31, 2021 and 2020 was as follows: For the Three Months Ended March 31, 2021 2020 Revenues: Product sales $ 2,487,869 $ 3,626,901 Licensing revenues 77,293 40,209 Total revenues, net $ 2,565,162 $ 3,667,110 For the three months ended March 31, 2021 and 2020, the following customer represented more than 10% of total net revenues: For the Three Months Ended March 31, 2021 2020 Customer A 14 % 11 % * Customer did not represent greater than 10% of total net revenue. For the three months ended March 31, 2021 and 2020, the following geographical regions represented more than 10% of total net revenues: For the Three Months Ended March 31, 2021 2020 North America 100 % 82 % Europe * % 17 % * 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 and accounts payable, 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 fair value of financial assets and liabilities and the input level used to determine the fair value at March 31, 2021 is presented below: Fair Value Measurements as of March 31, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 948,000 $ - $ - Liabilities: Warrant liability - - 58,235,566 Total 948,000 - 58,235,566 The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2021: Warrant Liability (Level 3) Balance, December 31, 2020 $ - Issuance of warrants 94,876,535 Change in fair value (36,381,542 ) Exercise of warrants (259,427 ) Balance, March 31, 2021 $ 58,235,566 There were no short-term investments held at March 31, 2020. U.S. equity stocks represent investment in stocks of U.S. based companies. The valuation inputs for U.S. equity stocks are based on the last published price reported on the major stock market on which the securities are traded and are primarily classified as Level 1. Securities whose valuation inputs are not based on observable market information are classified as Level 3. Warrant Accounting The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company classifies a warrant to purchase shares of its common stock as a liability on its consolidated balance sheets as this warrant is a free-standing financial instrument that may require the Company to transfer consideration upon exercise (Please see Note 11 — Warrant Liability 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 months ended March 31, 2021 and 2020 and the cumulative translation gains and losses as of March 31, 2021 and December 31, 2020 were not material. Net Earnings or Loss per Share Basic net income (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 March 31, 2021 and 2020, the Company excluded the common stock equivalents summarized below, which entitled 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. March 31, March 31, 2021 2020 Selling Agent Warrants - 160,492 Placement Agent Warrants 2,034,346 - Options 80,000 80,000 Convertible shares under notes payable 2,647,587 285,632 Warrants 35,068,188 - Series B Convertible Stock 764,618 - Shares to be issued 1,608,355 - Total $ 42,203,094 $ 526,124 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 15, 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 | 3 Months Ended |
Mar. 31, 2021 | |
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 will be issued to the Buyer. The table below shows the assets and liabilities that the Company was relieved of in the transaction: February 17, 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 Divestiture of Subsidiary- SRM Entertainment, LTD On November 30, 2020, the Company and its wholly owned subsidiary, SRM Entertainment, LTD entered into a Stock Exchange Agreement with Jupiter Wellness, Inc. (“Jupiter”). Under the terms of the Exchange Agreement, Jupiter agreed to purchase all outstanding shares of common stock (the “Exchange Shares”) issued by SRM from the Company. As consideration for the purchase of the Exchange Shares, Jupiter issued the Company 200,000 shares of its restricted common stock, symbol JUPW as listed on NASDAQ Capital Markets. Please see Note 15 — Discontinued Operations Acquisitions On September 29, 2020, the Company 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 owned all outstanding Units of TBD. Under the terms of the Agreement, the Company issued 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 entered 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 also had an Earn Out Consideration, which provides that at such time as the assets purchased in the Agreement achieve cumulative revenue of $10,000,000, the Sellers will 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. Asset Acquisition On November 10, 2020, the Company, through its wholly owned subsidiary, Honey Badger Media, LLC, entered into a series of transactions to acquire certain assets and license a platform with Honey Badger Media, LLC, a Delaware limited liability company, for $300,000 and 750,000 shares of common stock. The transaction was treated as an asset purchase and not accounted for as a business combination due to substantially all of the fair value of gross assets acquired were concentrated to a group of similar identifiable assets which was media licensing assets. In addition, there was limited inputs, processes and outputs, which did not meet the requirements to be a business. On January 5, 2021, the Company issued 750,000 shares of our common stock in connection with the 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. 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. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021: March 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 15,994 $ 10,481 Accounts receivable, net 113,493 94,195 Inventory 251,918 240,158 Prepaid expenses and other current assets - - Total current assets 381,405 344,834 Property and equipment, net - - Total assets $ 381,405 $ 344,834 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 174,311 $ 217,558 Accrued expenses and other current liabilities 19,326 113,576 Line of credit, net of debt issuance costs of $0 and $15,573, respectively 1,133,652 1,133,652 Notes payable, current - 150,000 Due to related party 315,666 315,666 Total current liabilities 1,642,955 1,930,452 The following table presents the operations of entities that are VIEs and consolidated by the Company at March 31, 2021: For the Three Months Ended March 31, 2021 2020 Revenues, net $ 214,394 $ 352,523 Cost of revenues 84,155 204,943 Gross profit 130,239 147,580 Operating expenses: Selling, general and administrative 100,421 450,693 Operating income 29,818 (303,113 ) Other (expense) income: Interest expense (26,250 ) - Total other (expense) income (26,250 ) - Gain before income taxes 3,568 (303,113 ) Income tax expense - - Net (loss) income $ 3,568 $ (303,113 ) At March 31, 2021, the Company had one unconsolidated VIE, ZVV Media Partners, LLC (“ZVV”), for which the Company held a variable interest. As of March 31, 2020, there were no unconsolidated VIEs for which the Company holds a variable interest. On May 20, 2020 (the “Effective Date”), 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. |
Short-Term Investments
Short-Term Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Short-Term Investments | Note 5 — Short-Term Investments As of March 31, 2021 and December 31, 2020, short-term investments consisted of the following: March 31, December 31, 2021 2020 Jupiter Wellness, Inc. (JUPW) (i) $ 1,040,000 $ 1,040,000 Unrealized losses (92,000 ) (22,000 ) Total short-term investments $ 948,000 $ 1,018,000 (i) On November 30, 2020, the Company and its wholly owned subsidiary, SRM Entertainment, LTD entered into a Stock Exchange Agreement with Jupiter Wellness, Inc. (“Jupiter”). Under the terms of the Exchange Agreement, Jupiter purchased all outstanding shares of common stock (the “Exchange Shares”) issued by SRM from the Company. As consideration for the purchase of the Exchange Shares, Jupiter issued the Company 200,000 shares of its restricted common stock, symbol JUPW as listed on NASDAQ Capital Markets. On March 31, 2021, the closing price of JUPW was $5.20 on the Nasdaq. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 6 — Property and Equipment, net As of March 31, 2021 and December 31, 2020, property and equipment consisted of the following: March 31, December 31, 2021 2020 Land $ 79,100 $ 79,100 Buildings – rental property 463,635 463,635 Building improvements 800,225 800,225 Equipment and machinery 4,141,145 4,122,917 Furniture and fixtures 368,137 368,137 Computer software - - Molds 79,300 79,300 Vehicles 521,962 521,962 6,435,504 6,435,276 Less: accumulated depreciation (5,457,287 ) (5,424,475 ) Total property and equipment, net $ 996,217 $ 1,010,801 Depreciation expense for the three months ended March 31, 2021 and 2020 was $32,812 and $169,141, respectively. |
Loan Receivable
Loan Receivable | 3 Months Ended |
Mar. 31, 2021 | |
Loan Receivable | |
Loan Receivable | Note 7 — Loan Receivable As of March 31, 2021 and December 31, 2020, loan receivable consisted of the following: March 31, December 31, 2021 2020 Loan to Zash Global Media and Entertainment Corporation (i) $ 5,000,000 $ - (i) On February 18, 2021, the Company loaned $5,000,000 to ZASH Global Media and Entertainment Corporation (“ZASH”). The interest rate on the note is 3% per annum. The maturity date of the loan is August 17, 2023. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. (ii) On January 20, 2021, the Company entered into an Agreement to Complete a Plan of Merger (the “Merger Agreement”) with ZASH Global Media and Entertainment Corporation (“ZASH”) and Vinco Acquisition Corporation, a subsidiary of ours formed for the sole purpose of the merger contemplated by the Merger Agreement (the Merger Sub”). The Merger Agreement contemplates a reverse triangular merger of Merger Sub with and into ZASH in a transaction intended to qualify as a tax-free reorganization under Sections 368(a)(l)(A) and 368(a)(2)(E) of the Internal Revenue Code. Under the terms of the Merger Agreement, the holders of ZASH common stock will receive shares of the Company’s common stock (the “Merger Shares”) in exchange for all of their issued and outstanding ZASH shares of common stock. ZASH will then become an indirect wholly owned subsidiary of the Company. The merger will represent a change of control transaction as upon the completion of the merger, the shareholders of ZASH will own a controlling interest in the Company. The merger and the issuance of the Merger Shares are subject to adoption and approval by the holders of a majority of the outstanding shares of the Company’s common stock. In connection with the merger, the certificate of incorporation of the Company will be amended and restated, and the name of the Company will be changed to “ZASH Global Media and Entertainment Corporation.” The bylaws of the Company will also be amended and restated to become the equivalent of the bylaws of ZASH immediately prior to the closing under the Merger Agreement (the “Closing”). At the Closing, certain officers and directors of the Company immediately prior to the effective time of the merger will resign and the officers and directors of ZASH immediately prior to the Closing will be appointed as officers and directors of the Company and the surviving corporation in the merger, in each case until their respective successors are duly elected or appointed and qualified; provided, however that the Company shall have the right to appoint two persons to serve as members of the board of directors of the Company and ZASH will have the right to appoint three persons to serve as members of the board of directors of the Company. |
Equity Method Investments
Equity Method Investments | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Note 8 — Equity Method Investments As of March 31, 2021 and December 31, 2020, the carrying amount of equity method investments consisted of the following: March 31, December 31, 2021 2020 Investment in ZVV Media Partners, LLC (i) $ 7,000,000 $ - (i) On January 19, 2021, the Company, ZVV Media Partners, LLC (“ZVV”) and ZASH entered into a Contribution Agreement (the “Agreement”). The Company and ZASH established the newly formed entity, ZVV, in order to engage in the development and production of consumer facing content and related activities. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 9 — Goodwill For the three months ended March 31, 2021, there was no change in the carrying amount of goodwill. 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. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 — Debt As of March 31, 2021 and December 31, 2020, debt consisted of the following: March 31, December 31, 2021 2020 Line of credit: Lines of credit $ 1,133,652 $ 1,133,652 Receivable financing - 367,301 Debt issuance costs - Total lines of credit 1,133,652 1,500,953 Senior convertible notes payable: Senior convertible notes payable 11,422,271 1,428,161 Convertible notes payable 591,104 Debt issuance costs (10,000,762 ) (280,511 ) Total long-term senior convertible notes payable 1,421,509 1,738,754 Less: current portion of long-term notes payable 1,421,509 (577,260 ) Noncurrent portion of long-term convertible notes payable - 1,161,494 Notes payable: Notes payable 891,193 1,932,088 Debt issuance costs - (34,997 ) Total long-term debt 891,193 1,897,091 Less: current portion of long-term debt (437,374 ) (1,301,212 ) Noncurrent portion of long-term debt 453,819 595,879 Notes payable – related parties: Notes payable 2,167,514 2,827,512 Debt issuance costs - (33,833 ) Total notes payable – related parties: 2,167,514 2,793,679 Less: current portion of long-term debt – related parties (1,263,755 ) (1,389,922 ) Noncurrent portion of long-term debt – related parties $ 903,759 $ 1,403,757 Convertible Notes Payable Hudson Bay Financing- February 2021 On February 23, 2021 (the “Effective Date”), 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 February 18, 2021 with one accredited investor (the “Investor”), the Company issued a Senior Convertible Note for the purchase price of $10,000,000 (the “Note”) and five (5) year warrants (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 compounding monthly and matures on February 23, 2022. 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 principal and interest under the Note into shares of the Common Stock at a conversion price of $4.847 per share (the “Conversion Shares”). The Note shall be a senior unsecured 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 900% of the shares of Common Stock initially issuable to the Investor pursuant to the conversion terms of the Investor’s Note. The Warrant contains an exercise price of $3.722 per share, subject to adjustments as provided under the terms of the Warrant. In connection with the closing of the Offering, the Warrant was exercisable for an aggregate of 18,568,188 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 of the Purchase Agreement 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 $900,000 (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 granting the Holder the right to purchase 1,650,346 shares of the Company’s common stock at an exercise price of $3.722 with an expiration date of February 23, 2026. Hudson Bay Financing- January 2021 On January 25, 2021 (the “Effective Date”), 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 Hudson Bay Master Fund, Ltd (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 Investor converted $11,000,000 of principal and $39,190 of interest into 5,519,595 of the Company’s common shares. 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 dated January 25, 2021 granting the Holder the right to purchase 480,000 shares of the Company’s common stock at an exercise price of $2.00 with an expiration date of January 25, 2026. Jefferson Street Capital Financing 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 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. On January 28, 2021, the Company paid all outstanding principal and interest in the amount of $260,233. 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 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. On October 7, 2020, the Company and Investor entered into a Forbearance Agreement (the “Forbearance Agreement”). Under the terms of the Forbearance Agreement, the Company requested and the Investor 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 Company, in exchange for a one time cash payment forbearance fee equal to $12,500 paid upon execution of the Agreement. On December 23, 2020, the Investor submitted a Notice of Conversion for $45,000 in principal and $750 in fees. On December 29, 2020, the Company issued 41,730 shares to satisfy the conversion obligation. The Investor converted $54,830 of principal into 54,830 of the Company’s common shares. The Note was paid in full on February 1, 2021. BHP Capital Financing 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 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 note was paid in full on January 29, 2021. 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 fees were recorded as a debt discount and amortized over the term of the 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. 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 accrued interest at 16% annually and matured 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 also received 40,000 restricted stock units and surrendered the warrant issued to it in the December 4, 2019 financing transaction. The note was paid in full on January 28, 2021. Promissory Notes 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 is 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, Edison Nation, Inc. placed 75,000 shares of common stock in reserve. The note was paid in full on March 11, 2021. 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 Company paid the Note in full on January 27, 2021. 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 Company paid the Note in full on January 27, 2021. The Solit Warrant was exercised on January 22, 2021. 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 Company paid the Note in full on January 27, 2021. The O’Leary Warrant was exercised on February 18, 2021. Paycheck Protection Program On April 15, 2020, 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. Please see Note 16 — Subsequent Events On May 4, 2020, TBD Safety, LLC, the Company’s wholly owned subsidiary, entered into a loan agreement (“PPP Loan”) with First Home 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 $62,500 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 May 4, 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 November 17, 2020, the Company, through its subsidiary, Edison Nation, LLC, 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 the Company certain Products pursuant to the terms and conditions set forth in the Agreement. As consideration for the inventory management services provided under this Agreement, the Company 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”) based on the Age of Inventory Sold set forth on the Fee Schedule (the “F8 Fees”). Prior to the signing of the agreement, F8 advanced the Company $239,283 that was utilized to pay for deposits with the the Company’s factories. This Agreement shall commence on the Effective Date and shall continue in full force and effect until January 31, 2022 (the “Initial Term”), unless terminated earlier as provided in this Agreement. The balance outstanding at March 31, 2021 is $0. 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. 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. The note was paid in full on February 1, 2021. 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. The receivables financing arrangement was paid in full and terminated on March 30, 2021. 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 March 31, 2021 is $1,133,652. The scheduled maturities of the debt for the next five years as of March 31, 2021, are as follows: For the Years Ended December 31, Amount 2021 (excluding the three months ended March 31, 2021) 2,692,726 2022 12,487,520 2023 434,385 2024 - 2025 - Thereafter - 15,614,631 Less: debt discount (10,000,762 ) $ 5,613,869 For the three months ended March 31, 2021, interest expense was $12,694,933 of which $76,634 was related party interest expense. For the three months ended March 31, 2020, interest expense was $723,957 of which $76,634 was related party interest expense. |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2021 | |
Warrant Liability | |
Warrant Liability | Note 11 — Warrant Liability For the three months ended March 31, 2021, the Company issued warrants to purchase shares of the Company’s common stock related to multiple private placements. The warrants are as follows: Warrant Shares Exercise Price Hudson Bay Warrant; January 25, 2021 15,000,000 $ 2.000 Palladium Capital Warrant; January 25, 2021 480,000 $ 2.000 BHP Capital NY Warrant; January 28, 2021 1,500,000 $ 2.20 Hudson Bay Warrant; February 23, 2021 18,568,188 $ 3.722 Palladium Capital Warrant; February 23, 2021 1,650,346 $ 3.722 The warrants are subject to anti-dilution adjustments outlined in the Agreement. The warrants were classified as a liability with an initial fair value of $96,495,977, of which $75,156,534 was immediately expensed and $19,720,000 was recorded as a deferred debt discount. In addition, the warrants must be valued every reporting period and adjusted to market with the increase or decrease being adjusted through earnings. As of March 31, 2021, the fair value of the warrant liability was $58,235,566. The warrants were valued using the Black-Scholes pricing model to calculate the grant-date fair value of the warrants with the following assumptions: Dividend Yield Expected Volatility Risk-free Interest Rate Expected Life Hudson Bay Warrant; January 25, 2021 0.00 % 109.95 % 0.13 % 2.5 years Palladium Capital Warrant; January 25, 2021 0.00 % 109.95 % 0.13 % 2.5 years BHP Capital NY Warrant; January 28, 2021 0.00 % 110.00 % 0.12 % 2.5 years Hudson Bay Warrant; February 23, 2021 0.00 % 110.94 % 0.11 % 2.5 years Palladium Capital Warrant; February 23, 2021 0.00 % 110.94 % 0.11 % 2.5 years The warrants were valued using the Black-Scholes pricing model to calculate the March 31, 2021 fair value of the warrants with the following assumptions: Dividend Yield Expected Volatility Risk-free Interest Rate Expected Life Hudson Bay Warrant; January 25, 2021 0.00 % 113.79 % 0.16 % 2.5 years Palladium Capital Warrant; January 25, 2021 0.00 % 113.79 % 0.16 % 2.5 years BHP Capital NY Warrant; January 28, 2021 0.00 % 113.79 % 0.16 % 2.5 years Hudson Bay Warrant; February 23, 2021 0.00 % 113.79 % 0.16 % 2.5 years Palladium Capital Warrant; February 23, 2021 0.00 % 113.79 % 0.16 % 2.5 years |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 — Related Party Transactions Forever 8 Fund, LLC 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”) based on the Age of Inventory Sold set forth on the Fee Schedule (the “F8 Fees”). Prior to the signing of the agreement, F8 advanced the Vendor $239,283 that was utilized to pay for deposits with the Vendors factories. This Agreement shall commence on the Effective Date and shall continue in full force and effect until January 31, 2022 (the “Initial Term”), unless terminated earlier as provided in this Agreement. The balance outstanding at March 31, 2021 is $155,768. NL Penn Capital, LP and SRM Entertainment Group LLC As of March 31, 2021 and December 31, 2020, 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 NL Penn was assigned to TXC Services, LLC. 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 March 31, 2021 and December 31, 2020, the net amount due to related parties was $15,450 and $32,452, 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13— Commitments and Contingencies Employment Agreements 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”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $200,000, less applicable withholdings (the “Base Salary”) and 120,000 common shares that shall vest in their entirety on issuance. For 2021, the Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. The Executive shall be entitled to 150,000 shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value of the Company on a 5-day closing average from the effectiveness of the Agreement. As of March 31, 2021, the Enterprise Value has been achieved. 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”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $200,000, less applicable withholdings (the “Base Salary”) and 120,000 common shares that shall vest in their entirety on issuance. For 2021, Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. Upon the execution of this agreement, the Executive is entitled to a one-time past performance bonus for the work completed in fiscal years 2018, 2019 and 2020 of 150,000 shares of the Company’s common stock, which shall vest in their entirety on issuance. The Executive shall be entitled to 100,000 shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value of the Company on a 5-day closing average from the effectiveness of the Agreement. As of March 31, 2021, the Enterprise Value has been achieved. 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”), unless such renewal is objected to by either the Company or the Executive. The Executive’s initial annual base salary shall be $200,000, less applicable withholdings (the “Base Salary”) and 120,000 common shares that shall vest in their entirety on issuance. For 2021, the Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company’s common stock, which shall vest in their entirety on issuance (the “Principal Market”), which shall be received by the Executive no later than the first 30 days of the current fiscal year. Upon the execution of the Agreement, the Executive is entitled to a one-time signing bonus of 150,000 shares of the Company’s common stock, which shall vest in their entirety on issuance. The Executive shall be entitled to 100,000 shares of the Company’s common stock, due immediately upon an increase of 2.5 times the Enterprise Value of the Company on a 5-day closing average from the effectiveness of the Agreement. As of March 31, 2021, the Enterprise Value has been achieved. Operating Lease The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through 2022. 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. Total rent expense for the three months ended March 31, 2021 and 2020 was $26,553 and $146,287, respectively. Rent expense is included in general and administrative expense on the consolidated statements of operations. As of March 31, 2021, the Company had operating lease liabilities of $58,713 and right of use assets for operating leases of $128,871. During the three months ended March 31, 2021 and 2020, operating cash outflows relating to operating lease liabilities was $23,723 and $74,776, respectively, and the expense for right of use assets for operating leases was $24,163 and $77,823, respectively. As of March 31, 2021, the Company’s operating leases had a weighted-average remaining term of 1.6 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. 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 months ended March 31, 2021 and 2020 was $25,704 and $25,704, 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. Oceanside Traders, LLC v. Cloud b, Inc. and Vinco Ventures, Inc. f/k/a Edison Nation, Inc. On April 14, 2020, Oceanside Traders, LLC filed a complaint against Cloud B, Inc. and Vinco Ventures, Inc. with the Superior Court of Ocean County, State of New Jersey, alleging breach of contract and other claims resulting in total damages in the amount of $440,383, consisting of $141,007 for failure to pay plaintiff for goods sold, for $138,180 for overpayments and $161,196 for lost profits. On November 9, 2020, Plaintiff filed an amended complaint, adding other defendants, alleging breach of contract, breach of covenant of good faith and fair dealing, quasi-contract/unjust enrichment, conversion, fraud, negligent misrepresentation, fraudulent transfer, and piercing the corporate veil. On December 4, 2020, Vinco Ventures, Inc. filed its amended answer. On December 28, 2020, the other defendants filed a motion to dismiss on jurisdictional grounds which is currently pending before the court. On February 24, 2021, the Company entered into a Settlement Agreement and General Release of All Claims (the “Settlement Agreement”) with Edison Nation, LLC, Pearl 33 Holdings, LLC and Christopher Ferguson (collectively, the “Settling Defendants”) and Oceanside Traders, LLC (the “Plaintiff”). Under the terms of the Settlement Agreement, the Settling Defendants agreed to pay the Plaintiff the sum of $150,000 within one business day of execution of the Settlement Agreement. In exchange, the Plaintiff agreed to dismiss the Amended Complaint in its entirety and with prejudice against the Settling Defendants. The Company made payment in the amount of $150,000 on February 25, 2021. Rosenberg Fortuna & Laitman, LLP and Mark Principe v. Safe TV, LLC On March 13, 2019, Rosenberg Fortuna & Laitman, LLP and Mark Principe filed a complaint against Safe TV Shop, LLC 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 for a Consent Judgment in the amount of $50,000. Safe TV, LLC has no assets and there have been no operations by Safe TV, LLC since the date of acquisition by Vinco Ventures, Inc. On April 5, 2021, the Company, through Safe TV Shop, LLC, entered into a Settlement Agreement and Release of Claims (the “Settlement”). Under the terms of the Settlement, the Company is to make payment in the amount of $25,000 on or before April 9, 2021. The Company made payment in the amount of $25,000 on April 8, 2021. Gerald Whitt, et al. v. Vinco Ventures, CBAV1, LLC, et al. On October 27, 2020, Gerald Whitt, et al, the minority shareholders of Cloud b Inc. (“Whitt Plaintiffs”) filed a civil complaint in the Superior Court of the State of California against Vinco Ventures, Inc., CBAV1, LLC and other parties, alleging fraudulent concealment, breach of fiduciary duty, breach of contract, breach of confidence, intentional misrepresentation, negligent misrepresentation, unfair business practices and civil conspiracy (the “ Whitt Complaint Vinco Ventures, Inc., et al. v. Milam Knecht & Warner, LLP, Michael D. Milam, Gerald Whitt, Alexander Whitt, et al. On December 31, 2020, Vinco Ventures, Inc., and other parties, filed a complaint against the Whitt Plaintiffs, and other parties, with the United States District Court for Eastern District of Pennsylvania, alleging intentional misrepresentation, negligent misrepresentation, negligence, conspiracy, unfair business practices, abuse of process, civil extortion, trade libel and defamation. Defendants entered their appearances, Plaintiffs filed an amended complaint and Defendants filed motions to dismiss the complaint, which are currently pending before the Court. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Note 14 — Stockholders’ Equity Common Stock The Company is authorized to issue 250,000,000 shares of common stock. As of March 31, 2021 and December 31, 2020, there were 25,685,981 and 14,471,403 shares of common stock issued and outstanding, respectively. On January 29, 2021 (the “Effective Date”), the Company consummated the closing of a private placement offering of $3,300,000 whereby pursuant to the Securities Purchase Agreement 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 to purchase shares of the Company’s common stock. During the three months ended March 31, 2021, warrant shares of 880,798 were exercised and the Company received net proceeds of $1,690,604. Preferred Stock 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 respect 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 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 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. The Company is authorized to issue 30,000,000 shares of preferred stock. As of March 31, 2021 and December 31, 2020, there were 764,618 and 764,618 shares of Series B Preferred Stock issued and outstanding, respectively. 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 (287,659 remaining as of March 31, 2021) 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. The following table summarizes stock option awards outstanding at March 31, 2021: Shares Weighted Average Exercise Price Remaining Contractual Life in Years Aggregate Intrinsic Value Balance, December 31, 2020 80,000 $ 7.01 3.2 - Granted - - - - Balance, March 31, 2021 80,000 $ 7.01 2.9 - Exercisable, March 31, 2021 80,000 $ 7.01 2.9 - As of March 31, 2021, 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. Other Stock Awards The Company issued 1,262,872 shares of common stock to employees for services valued at $3,292,190 for the three months ended March 31, 2021. The Company issued 943,000 shares of common stock to vendors for services valued at $2,036,335 for the three months ended March 31, 2021. 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. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 15 — Discontinued Operations Discontinued operations are accounted for in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 360-10-35 Property, Plant and Equipment. In accordance with FASB ASC Section 360-10-35, the net assets of discontinued operations are recorded on our consolidated balance sheets at carrying value. The results of operations of discontinued operations are segregated from continuing operations and reported separately as discontinued operations in our consolidated statements of loss and comprehensive loss. On March 12, 2021, the bankruptcy court approved the sale of the CBAV1, LLC Assets to BTL Diffusion SARL, the winning bidder, at the auction held on March 10, 2021 and March 11, 2021 for a total sum of $3,000,000, which includes a cash payment at closing in the amount of $2,650,000, less certain closing costs and credits, and additional royalty payments in the amount of $150,000 on April 15, 2022 and in the amount of $200,000 on April 15, 2023 (“ CBAV1-BTL Transaction A first closing of the CBAV1-BTL Transaction occurred on April 16, 2021, with the transfer of assets and release of funds completed on April 21, 2021 (“ Final Closing Edison Nation On November 30, 2020, the Company (the “Seller”) and its wholly owned subsidiary, SRM Entertainment, LTD (“SRM”) entered into a Stock Exchange Agreement (the “Exchange Agreement”) with Jupiter Wellness, Inc. (“Jupiter”)(the “Buyer”). Under the terms of the Exchange Agreement, the Buyer agreed to purchase all outstanding shares of common stock (the “Exchange Shares”) issued by SRM from the Seller. As consideration for the purchase of the Exchange Shares, the Buyer agreed to exchange 200,000 shares of its restricted common stock (the “Consideration Shares”), symbol JUPW as listed on NASDAQ Capital Markets. The Company made the decision to divest the amusement park business due to the slow re-openings of amusement parks around the world and the investment that would have been needed to remain open and the investment required to relaunch as the amusement parks begin to get back to full capacity. The following table presents the carrying values of the assets and liabilities of our discontinued operations at March 31, 2021 and December 31, 2020, respectively: March 31, 2021 December 31, 2020 Assets Current assets: Accounts receivable, net $ 413,962 $ 220,964 Inventory 779,918 559,737 Prepaid expenses and other current assets 160,666 261,980 Total current assets 1,354,546 1,042,680 Total assets $ 1,354,546 $ 1,042,680 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 589,363 $ 487,454 Total current liabilities $ 589,363 $ 487,454 The following table presents the summary results of operations of our discontinued operations for the three months ended March 31, 2021 and 2020, respectively: For the Three Months Ended March 31, 2021 2020 Revenues, net $ 697,883 $ 1,713,764 Cost of revenues 490,195 1,054,693 Gross profit 207,688 659,071 Operating expenses: Selling, general and administrative 286,602 903,764 Operating income 78,914 (244,693 ) Other (expense) income: Gain on divestiture - 4,911,760 Total other (expense) income - 4,911,760 (Loss) income before income taxes 78,914 4,667,067 Income tax expense - - Net (loss) income $ 78,914 $ 4,667,067 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events On April 5, 2021, the Company, through Safe TV Shop, LLC, entered into a Settlement Agreement and Release of Claims (the “Settlement”). Under the terms of the Settlement, the Company is to make payment in the amount of $25,000 on or before April 9, 2021. The Company made the payment on April 8, 2021. On April 7, 2021, the Company issued 150,000 shares of common stock valued at $382,500 for consulting services as per the Consulting Agreements entered into on March 31, 2021. On April 7, 2021, the Company issued 525,541 shares of common stock valued at $924,952 to an employee as per the terms of an employment agreement. On April 7, 2021, the Company issued 475,451 shares of common stock valued at $836,794 to an employee as per the terms of an employment agreement. On April 7, 2021, the Company issued 597,273 shares of common stock valued at $1,051,200 to an employee as per the terms of an employment agreement. On April 17, 2021, Vinco Ventures, Inc. (“Vinco”) and EVNT Platform, LLC, a wholly owned subsidiary of Vinco (“the Company” or “Buyer”), entered into (and closed on) a certain Asset Contribution Agreement (“Asset Contribution Agreement”) with Emmersive Entertainment, Inc. (“Emmersive” or “Seller”), pursuant to which Emmersive contributed/transferred to the Company the assets used for Emmersive’s business, which include digital assets, software and certain physical assets (the “Contributed Assets”) in consideration for, among other things, the Company assuming certain obligations of Emmersive, hiring certain employees, and issuing 1,000,000 preferred membership units (“Preferred Units”) in the Company to Emmersive and/or its shareholders (“Preferred Members”) pursuant to a First Amended and Restated Operating Agreement for the Company dated as of April 17, 2021(“Amended Operating Agreement”). Certain put rights are associated with Preferred Units, which if exercised by the Preferred Members, obligates Vinco to purchase the Preferred Units in exchange for 1,000,000 shares of Vinco Venture’s common stock (“Put Rights”). In addition, the Preferred Members have the opportunity to earn up to 4,000,000 Conditional Preferred Units if certain conditions are satisfied for each of the four earn out targets (“Earn-Out Targets”). The Earn-Out Targets are described below: Earn-Out Target 1 Earn-Out Target 2 Earn-Out Target 3: Earn Out Target 4 On April 17, 2021, the transactions under both the Asset Contribution Agreement and Amended Operating Agreement closed. On April 15, 2020, 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 administered by the United States Small Business Administration. The Company received proceeds of $789,852 from the PPP Loan. On May 4, 2021, the Company’s PPP loan was forgiven. On April 16, 2021, a dry closing of the CBAV1-BTL Transaction occurred with the transfer of assets and release of funds completed on April 21, 2021 (“ Final Closing Edison Nation On May 18, 2021, the Company issued 501,250 shares of common stock to a noteholder in satisfaction of $1,000,000 principal and $2,500 in accrued interest. On May 24, 2021, the Company entered into a warrant exercise agreement (the “Agreement”) with Hudson Bay Master Fund Ltd. (“Hudson Bay”) who agreed to exercise a portion of the January Warrants and the Company agreed to issue additional warrants, to purchase shares of Common Stock at a per-share exercise price equal to $3.20 (the “Incentive Warrants”, all pursuant to the terms and conditions set forth in the Agreement. At the Closing (as defined in Section 2(b) of the Agreement), the Parties shall execute and deliver a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company will agree to register the shares of Common Stock underlying the Incentive Warrants. Subject to the terms of Agreement, (i) Hudson Bay shall pay to the Company an amount equal to the exercise price in effect as of the date of such exercise multiplied by 2,870,000 shares (as adjusted for any share split or similar transaction after the date hereof) (the “Exercised Warrant Shares”) and (ii) the Company shall issue and deliver Incentive Warrants to Hudson Bay to initially purchase an aggregate number of shares equal to the number of Exercised Warrant Shares, which number of shares shall be subject to adjustment upon the exercise of further shares pursuant to the January Warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Edison Nation, Inc. and its wholly-owned and majority owned subsidiaries. |
Reclassifications | 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 | 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. |
Discontinued Operations | Discontinued Operations A component of an entity that is disposed of by sale or abandonment is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. The results of discontinued operations are aggregated and presented separately in the Consolidated Statement of Operations. Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheet, including the comparative prior year period. The Company’s cash flows are reflected as cash flows from discontinued operations within the Company’s Consolidated Statements of Cash Flows for each period presented. |
Cash and Cash Equivalents | 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 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 approximately $5,525,744 of cash and cash equivalents at March 31, 2021 of which none was held in foreign bank accounts not covered by FDIC insurance limits as of March 31, 2021. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. 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. 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. |
Short-Term Investments | Short-Term Investments Short-term investments consisted of equity securities. The Company classified its investments as Trading securities. Accordingly, such investments were reported at fair market value, with the resultant unrealized gains and losses reported as a component of the consolidated statements of operations. Fair value for Trading securities was determined by reference to quoted market prices. |
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. |
Equity Method Investments | Equity Method Investments We apply the equity method of accounting to investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments will be reported under a line item captioned equity method investment income in our Consolidated Statements of Operations. The carrying value of our equity method investments is reported in equity method investments in the Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company classifies distributions received from equity-method investments using the cumulative earnings approach on the Consolidated Statements of Cash Flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. The Company did not record any impairments related to its investments in 2021. For the three months ended March 31, 2021, there was no income or loss. |
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 is 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 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 three months ended March 31, 2021 and 2020 was as follows: For the Three Months Ended March 31, 2021 2020 Revenues: Product sales $ 2,487,869 $ 3,626,901 Licensing revenues 77,293 40,209 Total revenues, net $ 2,565,162 $ 3,667,110 For the three months ended March 31, 2021 and 2020, the following customer represented more than 10% of total net revenues: For the Three Months Ended March 31, 2021 2020 Customer A 14 % 11 % * Customer did not represent greater than 10% of total net revenue. For the three months ended March 31, 2021 and 2020, the following geographical regions represented more than 10% of total net revenues: For the Three Months Ended March 31, 2021 2020 North America 100 % 82 % Europe * % 17 % * Region did not represent greater than 10% of total net revenue. |
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 and accounts payable, 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 fair value of financial assets and liabilities and the input level used to determine the fair value at March 31, 2021 is presented below: Fair Value Measurements as of March 31, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 948,000 $ - $ - Liabilities: Warrant liability - - 58,235,566 Total 948,000 - 58,235,566 The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2021: Warrant Liability (Level 3) Balance, December 31, 2020 $ - Issuance of warrants 94,876,535 Change in fair value (36,381,542 ) Exercise of warrants (259,427 ) Balance, March 31, 2021 $ 58,235,566 There were no short-term investments held at March 31, 2020. U.S. equity stocks represent investment in stocks of U.S. based companies. The valuation inputs for U.S. equity stocks are based on the last published price reported on the major stock market on which the securities are traded and are primarily classified as Level 1. Securities whose valuation inputs are not based on observable market information are classified as Level 3. |
Warrant Accounting | Warrant Accounting The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company classifies a warrant to purchase shares of its common stock as a liability on its consolidated balance sheets as this warrant is a free-standing financial instrument that may require the Company to transfer consideration upon exercise (Please see Note 11 — Warrant Liability |
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 months ended March 31, 2021 and 2020 and the cumulative translation gains and losses as of March 31, 2021 and December 31, 2020 were not material. |
Net Earnings or Loss per Share | Net Earnings or Loss per Share Basic net income (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 March 31, 2021 and 2020, the Company excluded the common stock equivalents summarized below, which entitled 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. March 31, March 31, 2021 2020 Selling Agent Warrants - 160,492 Placement Agent Warrants 2,034,346 - Options 80,000 80,000 Convertible shares under notes payable 2,647,587 285,632 Warrants 35,068,188 - Restricted stock units - - Series B Convertible Stock 764,618 - Shares to be issued 1,608,355 - Total $ 42,203,094 $ 526,124 |
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 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 | 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) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The disaggregated Company’s revenues for the three months ended March 31, 2021 and 2020 was as follows: For the Three Months Ended March 31, 2021 2020 Revenues: Product sales $ 2,487,869 $ 3,626,901 Licensing revenues 77,293 40,209 Total revenues, net $ 2,565,162 $ 3,667,110 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | For the three months ended March 31, 2021 and 2020, the following customer represented more than 10% of total net revenues: For the Three Months Ended March 31, 2021 2020 Customer A 14 % 11 % * Customer did not represent greater than 10% of total net revenue. For the three months ended March 31, 2021 and 2020, the following geographical regions represented more than 10% of total net revenues: For the Three Months Ended March 31, 2021 2020 North America 100 % 82 % Europe * % 17 % * Region did not represent greater than 10% of total net revenue. |
Schedule of Fair Value Financial Assets and Liabilities | The following fair value of financial assets and liabilities and the input level used to determine the fair value at March 31, 2021 is presented below: Fair Value Measurements as of March 31, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 948,000 $ - $ - Liabilities: Warrant liability - - 58,235,566 Total 948,000 - 58,235,566 |
Schedule of Reconciliation of Liabilities Measured at Fair Value | The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2021: Warrant Liability (Level 3) Balance, December 31, 2020 $ - Issuance of warrants 94,876,535 Change in fair value (36,381,542 ) Exercise of warrants (259,427 ) Balance, March 31, 2021 $ 58,235,566 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of March 31, 2021 and 2020, the Company excluded the common stock equivalents summarized below, which entitled 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. March 31, March 31, 2021 2020 Selling Agent Warrants - 160,492 Placement Agent Warrants 2,034,346 - Options 80,000 80,000 Convertible shares under notes payable 2,647,587 285,632 Warrants 35,068,188 - Series B Convertible Stock 764,618 - Shares to be issued 1,608,355 - Total $ 42,203,094 $ 526,124 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 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 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021: March 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 15,994 $ 10,481 Accounts receivable, net 113,493 94,195 Inventory 251,918 240,158 Prepaid expenses and other current assets - - Total current assets 381,405 344,834 Property and equipment, net - - Total assets $ 381,405 $ 344,834 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 174,311 $ 217,558 Accrued expenses and other current liabilities 19,326 113,576 Line of credit, net of debt issuance costs of $0 and $15,573, respectively 1,133,652 1,133,652 Notes payable, current - 150,000 Due to related party 315,666 315,666 Total current liabilities 1,642,955 1,930,452 The following table presents the operations of entities that are VIEs and consolidated by the Company at March 31, 2021: For the Three Months Ended March 31, 2021 2020 Revenues, net $ 214,394 $ 352,523 Cost of revenues 84,155 204,943 Gross profit 130,239 147,580 Operating expenses: Selling, general and administrative 100,421 450,693 Operating income 29,818 (303,113 ) Other (expense) income: Interest expense (26,250 ) - Total other (expense) income (26,250 ) - Gain before income taxes 3,568 (303,113 ) Income tax expense - - Net (loss) income $ 3,568 $ (303,113 ) |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Short-Term Investments | As of March 31, 2021 and December 31, 2020, short-term investments consisted of the following: March 31, December 31, 2021 2020 Jupiter Wellness, Inc. (JUPW) (i) $ 1,040,000 $ 1,040,000 Unrealized losses (92,000 ) (22,000 ) Total short-term investments $ 948,000 $ 1,018,000 (i) On November 30, 2020, the Company and its wholly owned subsidiary, SRM Entertainment, LTD entered into a Stock Exchange Agreement with Jupiter Wellness, Inc. (“Jupiter”). Under the terms of the Exchange Agreement, Jupiter purchased all outstanding shares of common stock (the “Exchange Shares”) issued by SRM from the Company. As consideration for the purchase of the Exchange Shares, Jupiter issued the Company 200,000 shares of its restricted common stock, symbol JUPW as listed on NASDAQ Capital Markets. On March 31, 2021, the closing price of JUPW was $5.20 on the Nasdaq. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of March 31, 2021 and December 31, 2020, property and equipment consisted of the following: March 31, December 31, 2021 2020 Land $ 79,100 $ 79,100 Buildings – rental property 463,635 463,635 Building improvements 800,225 800,225 Equipment and machinery 4,141,145 4,122,917 Furniture and fixtures 368,137 368,137 Computer software - - Molds 79,300 79,300 Vehicles 521,962 521,962 6,435,504 6,435,276 Less: accumulated depreciation (5,457,287 ) (5,424,475 ) Total property and equipment, net $ 996,217 $ 1,010,801 |
Loan Receivable (Tables)
Loan Receivable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Loan Receivable | |
Schedule of Loan Receivable | As of March 31, 2021 and December 31, 2020, loan receivable consisted of the following: March 31, December 31, 2021 2020 Loan to Zash Global Media and Entertainment Corporation (i) $ 5,000,000 $ - (i) On February 18, 2021, the Company loaned $5,000,000 to ZASH Global Media and Entertainment Corporation (“ZASH”). The interest rate on the note is 3% per annum. The maturity date of the loan is August 17, 2023. The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. (ii) On January 20, 2021, the Company entered into an Agreement to Complete a Plan of Merger (the “Merger Agreement”) with ZASH Global Media and Entertainment Corporation (“ZASH”) and Vinco Acquisition Corporation, a subsidiary of ours formed for the sole purpose of the merger contemplated by the Merger Agreement (the Merger Sub”). The Merger Agreement contemplates a reverse triangular merger of Merger Sub with and into ZASH in a transaction intended to qualify as a tax-free reorganization under Sections 368(a)(l)(A) and 368(a)(2)(E) of the Internal Revenue Code. Under the terms of the Merger Agreement, the holders of ZASH common stock will receive shares of the Company’s common stock (the “Merger Shares”) in exchange for all of their issued and outstanding ZASH shares of common stock. ZASH will then become an indirect wholly owned subsidiary of the Company. The merger will represent a change of control transaction as upon the completion of the merger, the shareholders of ZASH will own a controlling interest in the Company. The merger and the issuance of the Merger Shares are subject to adoption and approval by the holders of a majority of the outstanding shares of the Company’s common stock. In connection with the merger, the certificate of incorporation of the Company will be amended and restated, and the name of the Company will be changed to “ZASH Global Media and Entertainment Corporation.” The bylaws of the Company will also be amended and restated to become the equivalent of the bylaws of ZASH immediately prior to the closing under the Merger Agreement (the “Closing”). At the Closing, certain officers and directors of the Company immediately prior to the effective time of the merger will resign and the officers and directors of ZASH immediately prior to the Closing will be appointed as officers and directors of the Company and the surviving corporation in the merger, in each case until their respective successors are duly elected or appointed and qualified; provided, however that the Company shall have the right to appoint two persons to serve as members of the board of directors of the Company and ZASH will have the right to appoint three persons to serve as members of the board of directors of the Company. |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Method Investments | As of March 31, 2021 and December 31, 2020, the carrying amount of equity method investments consisted of the following: March 31, December 31, 2021 2020 Investment in ZVV Media Partners, LLC (i) $ 7,000,000 $ - (i) On January 19, 2021, the Company, ZVV Media Partners, LLC (“ZVV”) and ZASH entered into a Contribution Agreement (the “Agreement”). The Company and ZASH established the newly formed entity, ZVV, in order to engage in the development and production of consumer facing content and related activities. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of March 31, 2021 and December 31, 2020, debt consisted of the following: March 31, December 31, 2021 2020 Line of credit: Lines of credit $ 1,133,652 $ 1,133,652 Receivable financing - 367,301 Debt issuance costs - Total lines of credit 1,133,652 1,500,953 Senior convertible notes payable: Senior convertible notes payable 11,422,271 1,428,161 Convertible notes payable 591,104 Debt issuance costs (10,000,762 ) (280,511 ) Total long-term senior convertible notes payable 1,421,509 1,738,754 Less: current portion of long-term notes payable 1,421,509 (577,260 ) Noncurrent portion of long-term convertible notes payable - 1,161,494 Notes payable: Notes payable 891,193 1,932,088 Debt issuance costs - (34,997 ) Total long-term debt 891,193 1,897,091 Less: current portion of long-term debt (437,374 ) (1,301,212 ) Noncurrent portion of long-term debt 453,819 595,879 Notes payable – related parties: Notes payable 2,167,514 2,827,512 Debt issuance costs - (33,833 ) Total notes payable – related parties: 2,167,514 2,793,679 Less: current portion of long-term debt – related parties (1,263,755 ) (1,389,922 ) Noncurrent portion of long-term debt – related parties $ 903,759 $ 1,403,757 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of the debt for the next five years as of March 31, 2021, are as follows: For the Years Ended December 31, Amount 2021 (excluding the three months ended March 31, 2021) 2,692,726 2022 12,487,520 2023 434,385 2024 - 2025 - Thereafter - 15,614,631 Less: debt discount (10,000,762 ) $ 5,613,869 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrant Liability | |
Schedule of Warrants Issued to Purchase Common Stock | For the three months ended March 31, 2021, the Company issued warrants to purchase shares of the Company’s common stock related to multiple private placements. The warrants are as follows: Warrant Shares Exercise Price Hudson Bay Warrant; January 25, 2021 15,000,000 $ 2.000 Palladium Capital Warrant; January 25, 2021 480,000 $ 2.000 BHP Capital NY Warrant; January 28, 2021 1,500,000 $ 2.20 Hudson Bay Warrant; February 23, 2021 18,568,188 $ 3.722 Palladium Capital Warrant; February 23, 2021 1,650,346 $ 3.722 |
Schedule of Warrant Assumptions | The warrants were valued using the Black-Scholes pricing model to calculate the grant-date fair value of the warrants with the following assumptions: Dividend Yield Expected Volatility Risk-free Interest Rate Expected Life Hudson Bay Warrant; January 25, 2021 0.00 % 109.95 % 0.13 % 2.5 years Palladium Capital Warrant; January 25, 2021 0.00 % 109.95 % 0.13 % 2.5 years BHP Capital NY Warrant; January 28, 2021 0.00 % 110.00 % 0.12 % 2.5 years Hudson Bay Warrant; February 23, 2021 0.00 % 110.94 % 0.11 % 2.5 years Palladium Capital Warrant; February 23, 2021 0.00 % 110.94 % 0.11 % 2.5 years The warrants were valued using the Black-Scholes pricing model to calculate the March 31, 2021 fair value of the warrants with the following assumptions: Dividend Yield Expected Volatility Risk-free Interest Rate Expected Life Hudson Bay Warrant; January 25, 2021 0.00 % 113.79 % 0.16 % 2.5 years Palladium Capital Warrant; January 25, 2021 0.00 % 113.79 % 0.16 % 2.5 years BHP Capital NY Warrant; January 28, 2021 0.00 % 113.79 % 0.16 % 2.5 years Hudson Bay Warrant; February 23, 2021 0.00 % 113.79 % 0.16 % 2.5 years Palladium Capital Warrant; February 23, 2021 0.00 % 113.79 % 0.16 % 2.5 years |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option awards outstanding at March 31, 2021: Shares Weighted Average Exercise Price Remaining Contractual Life in Years Aggregate Intrinsic Value Balance, December 31, 2020 80,000 $ 7.01 3.2 - Granted - - - - Balance, March 31, 2021 80,000 $ 7.01 2.9 - Exercisable, March 31, 2021 80,000 $ 7.01 2.9 - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Balance Sheets and Income Operations of Discontinued Operations | The following table presents the carrying values of the assets and liabilities of our discontinued operations at March 31, 2021 and December 31, 2020, respectively: March 31, 2021 December 31, 2020 Assets Current assets: Accounts receivable, net $ 413,962 $ 220,964 Inventory 779,918 559,737 Prepaid expenses and other current assets 160,666 261,980 Total current assets 1,354,546 1,042,680 Total assets $ 1,354,546 $ 1,042,680 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 589,363 $ 487,454 Total current liabilities $ 589,363 $ 487,454 The following table presents the summary results of operations of our discontinued operations for the three months ended March 31, 2021 and 2020, respectively: For the Three Months Ended March 31, 2021 2020 Revenues, net $ 697,883 $ 1,713,764 Cost of revenues 490,195 1,054,693 Gross profit 207,688 659,071 Operating expenses: Selling, general and administrative 286,602 903,764 Operating income 78,914 (244,693 ) Other (expense) income: Gain on divestiture - 4,911,760 Total other (expense) income - 4,911,760 (Loss) income before income taxes 78,914 4,667,067 Income tax expense - - Net (loss) income $ 78,914 $ 4,667,067 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating loss | $ (10,749,099) | $ (2,699,322) | ||
Operating income loss from noncash activities | 9,143,000 | |||
Operating income loss from restructuring, severance, transaction costs and non-recurring items | 705,000 | |||
Current assets | 11,238,811 | $ 5,342,183 | ||
Current liabilities | 7,144,413 | 11,285,663 | ||
Working capital | 4,094,398 | |||
Related party notes payable | 876,500 | 1,389,923 | ||
Assets | 45,473,359 | 28,028,207 | ||
Liabilities | 67,428,994 | 14,505,506 | ||
Stockholders' deficit | $ (21,955,635) | $ 11,229,321 | $ 13,522,701 | $ 7,454,432 |
Best Party Concepts [Member] | ||||
Business acquisition, percentage of voting interests acquired | 50.00% | |||
Global Clean Solutions, LLC [Member] | ||||
Business acquisition, percentage of voting interests acquired | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 5,525,744 | $ 249,356 |
Office Equipment [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life | 3 years | |
Office Equipment [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life | 5 years | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life | 5 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life | 7 years | |
Equipment and Machinery [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life | 6 years | |
Equipment and Machinery [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life | 10 years | |
Building Improvements [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life | 10 years | |
Building Improvements [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life | 15 years | |
Computer Software [Member] | ||
Property, plant and equipment, useful life | 5 years | |
Molds [Member] | ||
Property, plant and equipment, useful life | 5 years | |
Vehicles [Member] | Minimum [Member] | ||
Property, plant and equipment, useful life | 5 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, plant and equipment, useful life | 7 years | |
Buildings - Rental Property [Member] | ||
Property, plant and equipment, useful life | 40 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenues, net | $ 2,565,162 | $ 1,953,346 |
Product Sales [Member] | ||
Total revenues, net | 2,487,869 | 3,626,901 |
Licensing Revenues [Member] | ||
Total revenues, net | $ 77,293 | $ 40,209 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
North America [Member] | |||
Concentration Risk, Percentage | 100.00% | 82.00% | |
Europe [Member] | |||
Concentration Risk, Percentage | 0.00% | [1] | 17.00% |
Customer A [Member] | |||
Concentration Risk, Percentage | 14.00% | 11.00% | |
[1] | Region did not represent greater than 10% of total net revenue. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Fair Value of the Short-term Investment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Short-term investments | $ 948,000 | $ 1,018,000 |
Level 1 [Member] | ||
Short-term investments | 948,000 | |
Warrant liability | ||
Total | 948,000 | |
Level 2 [Member] | ||
Short-term investments | ||
Warrant liability | ||
Total | ||
Level 3 [Member] | ||
Short-term investments | ||
Warrant liability | 58,235,566 | |
Total | $ 58,235,566 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Reconciliation of Liabilities Measured at Fair Value (Details) - Warrant Liability [Member] - Level 3 [Member] | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Balance, December 31, 2020 | |
Issuance of warrants | 94,876,535 |
Change in fair value | (36,381,542) |
Exercise of warrants | (259,427) |
Balance, March 31, 2021 | $ 58,235,566 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 42,203,094 | 526,124 |
Series B Convertible Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 764,618 | |
Selling Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 160,492 | |
Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,034,346 | |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 80,000 | 80,000 |
Convertible Shares Under Notes Payable[Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,647,587 | 285,632 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 35,068,188 | |
Shares to be Issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,608,355 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details Narrative) - USD ($) | Jan. 05, 2021 | Nov. 30, 2020 | Nov. 10, 2020 | Sep. 29, 2020 | Jul. 02, 2020 | Jun. 30, 2020 | Mar. 11, 2020 | Feb. 17, 2020 | Nov. 06, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||||||
Common stock, shares outstanding | 25,685,981 | 14,471,403 | |||||||||
Number of shares issued during acquisition, value | $ 1,252,500 | ||||||||||
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 | ||||||||||
Uber Mom, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued for acquisition of assets | 45,000 | ||||||||||
Number of shares issued for acquisition of assets, value | $ 52,352 | ||||||||||
Common Stock [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued during acquisition | 750,000 | ||||||||||
Number of shares issued during acquisition, value | $ 750 | ||||||||||
Common Stock [Member] | Honey Badger Media, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued for acquisition of assets | 750,000 | 750,000 | |||||||||
Number of shares issued for acquisition of assets, value | $ 300,000 | ||||||||||
Purchase Agreement [Member] | Cloud B Shares [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued during acquisition | 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 shares issued during acquisition | 150,000 | ||||||||||
Number of shares issued during acquisition, value | $ 405,000 | ||||||||||
Stock Exchange Agreement [Member] | Jupiter Wellness, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration shares | 200,000 | ||||||||||
Purchase and Sale Agreement [Member] | Common Stock [Member] | Seller [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued during acquisition | 2,210,382 | ||||||||||
Cumulative revenue | $ 10,000,000 | ||||||||||
Number of shares issued | 125,000 | ||||||||||
Purchase and Sale Agreement [Member] | Preferred Stock [Member] | Seller [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of shares issued during acquisition | 764,618 |
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 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | May 20, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 | |
Share Exchange Agreement [Member] | Graphene Holdings, LLC [Member] | |||
Stock issued during period, shares | 50,000 | ||
Stock issued during period, value | $ 200,000 | ||
Share Exchange Agreement [Member] | Graphene Holdings, LLC [Member] | Minimum [Member] | |||
Stock issued during period, shares | 200,000 | ||
Stock issued during period, value | $ 1,000,000 | ||
Share Exchange Agreement [Member] | Restricted Common Stock [Member] | Graphene Holdings, LLC [Member] | |||
Stock issued during period, shares | 125,000 | ||
Share Exchange Agreement [Member] | Restricted Common Stock [Member] | Graphene Holdings, LLC [Member] | Minimum [Member] | |||
Stock issued during period, value | $ 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] | |||
Stock issued during period, shares | 250,000 | ||
Common stock, par value | $ 0.001 | ||
Stock issued during period, value | $ 699,000 | ||
Share Exchange Agreement [Member] | PPE Brickell Supplies, LLC [Member] | Restricted Common Stock [Member] | Minimum [Member] | |||
Stock issued during period, shares | 100,000 | ||
Stock issued during period, value | $ 10,000,000 | ||
Amended Limited Liability Company Agreement of Global [Member] | |||
Ownership percentage | 50.00% | ||
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% | ||
Secured Line of Credit Agreement [Member] | Global Clean Solutions, LLC and PPE Brickell Supplies, LLC [Member] | |||
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 | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 5,525,744 | $ 249,356 | |
Accounts receivable, net | 1,683,294 | 1,382,163 | |
Inventory | 1,123,261 | 1,127,725 | |
Prepaid expenses and other current assets | 603,966 | 522,259 | |
Total current assets | 11,238,811 | 5,342,183 | |
Property and equipment, net | 996,217 | 1,010,801 | |
Total assets | 45,473,359 | 28,028,207 | |
Accounts payable | 1,339,009 | 3,618,339 | |
Accrued expenses and other current liabilities | 1,344,750 | 2,101,610 | |
Line of credit, net of debt issuance costs of $0 and $15,573, respectively | 1,133,652 | 1,500,953 | |
Due to related party | 15,450 | 32,452 | |
Total current liabilities | 7,144,413 | 11,285,663 | |
Revenues, net | 2,565,162 | $ 1,953,346 | |
Cost of revenues | 1,653,381 | 1,363,719 | |
Gross profit | 911,781 | 589,627 | |
Selling, general and administrative | 11,660,880 | 3,288,949 | |
Operating income | (10,749,099) | (2,699,322) | |
Interest expense | (12,694,933) | (723,957) | |
Total other (expense) income | (51,514,221) | (698,253) | |
Gain before income taxes | (62,263,320) | (3,397,575) | |
Income tax expense | |||
Variable Income Interest Rate [Member] | |||
Cash and cash equivalents | 15,994 | 10,481 | |
Accounts receivable, net | 113,493 | 94,195 | |
Inventory | 251,918 | 240,158 | |
Prepaid expenses and other current assets | |||
Total current assets | 381,405 | 344,834 | |
Property and equipment, net | |||
Total assets | 381,405 | 344,834 | |
Accounts payable | 174,311 | 217,558 | |
Accrued expenses and other current liabilities | 19,326 | 113,576 | |
Line of credit, net of debt issuance costs of $0 and $15,573, respectively | 1,133,652 | 1,133,652 | |
Notes payable, current | 150,000 | ||
Due to related party | 315,666 | 315,666 | |
Total current liabilities | 1,642,955 | $ 1,930,452 | |
Revenues, net | 214,394 | 352,523 | |
Cost of revenues | 84,155 | 204,943 | |
Gross profit | 130,239 | 147,580 | |
Selling, general and administrative | 100,421 | 450,693 | |
Operating income | 29,818 | (303,113) | |
Interest expense | (26,250) | ||
Total other (expense) income | (26,250) | ||
Gain before income taxes | 3,568 | (303,113) | |
Income tax expense | |||
Net income (loss) | $ 3,568 | $ (303,113) |
Variable Interest Entities - _2
Variable Interest Entities - Schedule of Variable Interest Entities (Details) (Parenthetical) - Line of Credit [Member] - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Debt issuance costs, net | $ 0 | $ 15,573 |
Variable Income Interest Rate [Member] | ||
Debt issuance costs, net | $ 0 | $ 15,573 |
Short-Term Investments - Schedu
Short-Term Investments - Schedule of Short-Term Investments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Total short-term investments | $ 948,000 | $ 1,018,000 | |
Unrealized Losses [Member] | |||
Total short-term investments | (92,000) | (22,000) | |
Jupiter Wellness, Inc. (JUPW) [Member] | |||
Total short-term investments | [1] | $ 1,040,000 | $ 1,040,000 |
[1] | On November 30, 2020, the Company and its wholly owned subsidiary, SRM Entertainment, LTD entered into a Stock Exchange Agreement with Jupiter Wellness, Inc. ("Jupiter"). Under the terms of the Exchange Agreement, Jupiter purchased all outstanding shares of common stock (the "Exchange Shares") issued by SRM from the Company. As consideration for the purchase of the Exchange Shares, Jupiter issued the Company 200,000 shares of its restricted common stock, symbol JUPW as listed on NASDAQ Capital Markets. On March 31, 2021, the closing price of JUPW was $5.20 on the Nasdaq. |
Short-Term Investments - Sche_2
Short-Term Investments - Schedule of Short-Term Investments (Details) (Parenthetical) - Jupiter Wellness, Inc. [Member] - Stock Exchange Agreement [Member] - $ / shares | Nov. 30, 2020 | Mar. 31, 2021 |
Share issued ecercise price | $ 5.20 | |
Restricted Stock [Member] | ||
Stock issued during the period restricted stock | 200,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 32,812 | $ 169,141 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Gross | $ 6,435,504 | $ 6,435,276 |
Less: accumulated depreciation | (5,457,287) | (5,424,475) |
Total property and equipment, net | 996,217 | 1,010,801 |
Land [Member] | ||
Property, Plant and Equipment, Gross | 79,100 | 79,100 |
Buildings - Rental Property [Member] | ||
Property, Plant and Equipment, Gross | 463,635 | 463,635 |
Building Improvements [Member] | ||
Property, Plant and Equipment, Gross | 800,225 | 800,225 |
Equipment and Machinery [Member] | ||
Property, Plant and Equipment, Gross | 4,141,145 | 4,122,917 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Gross | 368,137 | 368,137 |
Computer Software [Member] | ||
Property, Plant and Equipment, Gross | ||
Molds [Member] | ||
Property, Plant and Equipment, Gross | 79,300 | 79,300 |
Vehicles [Member] | ||
Property, Plant and Equipment, Gross | $ 521,962 | $ 521,962 |
Loan Receivable - Schedule of L
Loan Receivable - Schedule of Loans Receivable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Loan Receivable | $ 5,000,000 | ||
Zash Global Media and Entertainment Corporation [Member] | |||
Loan Receivable | [1] | $ 5,000,000 | |
[1] | On February 18, 2021, the Company loaned $5,000,000 to ZASH Global Media and Entertainment Corporation. The interest rate on the note is 3% per annum. The maturity date of the loan is August 17, 2023. |
Loan Receivable - Schedule of_2
Loan Receivable - Schedule of Loans Receivable (Details) (Parenthetical) - ZASH Global Media and Entertainment Corporation [Member] | Feb. 18, 2021USD ($) |
Loan amount | $ 5,000,000 |
Interest rate | 3.00% |
Maturity date | Aug. 17, 2023 |
Equity Method Investments - Sch
Equity Method Investments - Schedule of Equity Method Investments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investments | $ 7,000,000 | ||
ZVV Media Partners, LLC [Member] | |||
Equity Method Investments | [1] | $ 7,000,000 | |
[1] | On January 19, 2021, the Company, ZVV Media Partners, LLC ("ZVV") and ZASH entered into a Contribution Agreement (the "Agreement"). The Company and ZASH established the newly formed entity, ZVV, in order to engage in the development and production of consumer facing content and related activities. |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Feb. 23, 2021 | Feb. 02, 2021 | Jan. 25, 2021 | Jan. 20, 2021 | Dec. 29, 2020 | Dec. 23, 2020 | Nov. 17, 2020 | Oct. 07, 2020 | Jul. 29, 2020 | May 28, 2020 | May 19, 2020 | May 04, 2020 | Apr. 15, 2020 | Apr. 07, 2020 | Feb. 21, 2020 | Jan. 17, 2020 | Jan. 15, 2020 | Jan. 10, 2020 | Jan. 02, 2020 | Dec. 04, 2019 | Nov. 12, 2019 | Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Jan. 29, 2021 | Jan. 28, 2021 | Jan. 15, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Cash compensation | $ 8,697,502 | $ 1,319,511 | |||||||||||||||||||||||||||
Beneficial conversion option | 11,516,692 | 201,324 | |||||||||||||||||||||||||||
Debt instrument, unamortized discount | 10,000,762 | ||||||||||||||||||||||||||||
Proceeds from notes | 73,000 | 950,000 | |||||||||||||||||||||||||||
Interest expense | 12,694,933 | $ 723,957 | |||||||||||||||||||||||||||
Interest expense, related party | 76,634 | $ 76,634 | |||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Beneficial conversion option | $ 5,878 | $ 160 | |||||||||||||||||||||||||||
Stock received | (153,005) | (153,005) | |||||||||||||||||||||||||||
Senior Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Convertible notes payable | $ 1,421,509 | $ 1,738,754 | |||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | 6.00% | |||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 23, 2022 | ||||||||||||||||||||||||||||
Debt instrument, conversion price | $ 4.847 | $ 2 | |||||||||||||||||||||||||||
Debt instrument, conversion rate | 12.00% | 12.00% | |||||||||||||||||||||||||||
Cash compensation description | The Placement Agent received cash compensation of $900,000 (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 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). | |||||||||||||||||||||||||||
Cash compensation | $ 900,000 | $ 1,080,000 | |||||||||||||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Warrants [Member] | Holder [Member] | |||||||||||||||||||||||||||||
Warrants price | $ 3.722 | $ 2 | |||||||||||||||||||||||||||
Warrants purchase | 1,650,346 | 480,000 | |||||||||||||||||||||||||||
Warrants expiration date | Feb. 23, 2026 | Jan. 25, 2026 | |||||||||||||||||||||||||||
10% Senior Secured Note [Member] | 32 Entertainment LLC [Member] | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 4, 2020 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 250,000 | ||||||||||||||||||||||||||||
Proceeds from notes | $ 250,000 | ||||||||||||||||||||||||||||
Stock issued during period, shares | 10,000 | ||||||||||||||||||||||||||||
Replacement Note [Member] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 200,000 | ||||||||||||||||||||||||||||
Debt interest rate | 16.00% | ||||||||||||||||||||||||||||
Debt total principal payment | $ 56,250 | ||||||||||||||||||||||||||||
Debt interest payment | 6,250 | ||||||||||||||||||||||||||||
Debt principal payment | $ 50,000 | ||||||||||||||||||||||||||||
Replacement Note [Member] | Restricted Stock Unit [Member] | |||||||||||||||||||||||||||||
Stock received | 40,000 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||||||||||||
Debt total principal payment | $ 260,233 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Convertible notes payable | $ 10,000,000 | $ 12,000,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Convertible Notes Payable [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Debt conversion principal amount | 11,000,000 | ||||||||||||||||||||||||||||
Debt conversion interest converted | $ 39,190 | ||||||||||||||||||||||||||||
Shares issued upon debt conversion | 5,519,595 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Convertible Notes Payable [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Convertible Notes Payable [Member] | Warrants [Member] | |||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | 2.00% | |||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 29, 2021 | Oct. 7, 2020 | |||||||||||||||||||||||||||
Debt instrument, term | 6 months | 6 months | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 224,000 | $ 168,000 | |||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 24,000 | $ 18,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | BHP Capital NY Inc. [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 7, 2020 | ||||||||||||||||||||||||||||
Debt instrument, term | 6 months | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 168,000 | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 18,000 | ||||||||||||||||||||||||||||
Proceeds from notes | $ 150,000 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Stock issued during period, shares | 14,266 | 10,700 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Investor [Member] | BHP Capital NY Inc. [Member] | |||||||||||||||||||||||||||||
Stock issued during period, shares | 10,700 | ||||||||||||||||||||||||||||
Purchase Agreementt [Member] | Warrants [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Investor purchase percent | 900.00% | 250.00% | |||||||||||||||||||||||||||
Warrants price | $ 3.722 | $ 2 | |||||||||||||||||||||||||||
Warrants purchase | 18,568,188 | 15,000,000 | |||||||||||||||||||||||||||
Forbearance Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||||||
Debt conversion principal amount | $ 54,830 | $ 45,000 | |||||||||||||||||||||||||||
Debt conversion interest converted | $ 750 | ||||||||||||||||||||||||||||
Shares issued upon debt conversion | 54,830 | 41,730 | |||||||||||||||||||||||||||
Debt instrument, face amount | $ 43,041 | $ 45,000 | $ 98,532 | ||||||||||||||||||||||||||
Stock issued during period, shares | 27,415 | 41,730 | |||||||||||||||||||||||||||
Debt conversion description | Under the terms of the Forbearance Agreement, the Investor has requested and the Company has 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 Forbearance Agreement, from exercising its right to convert amounts due under the Note into Common Stock of the Company, in exchange for a one time cash payment forbearance fee equal to $12,500 paid upon execution of the Forbearance Agreement. | ||||||||||||||||||||||||||||
Payment of debt | $ 12,500 | ||||||||||||||||||||||||||||
Loan Agreement [Member] | Sook Hyun Lee [Member] | ED Roses, LLC [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||||||||||||||||||||
Warrants expiration date | Apr. 15, 2020 | ||||||||||||||||||||||||||||
Loans payable | $ 150,000 | ||||||||||||||||||||||||||||
Commitment fee | $ 30,000 | ||||||||||||||||||||||||||||
Common stock in reserve | 75,000 | ||||||||||||||||||||||||||||
5% Promissory Note Agreement [Member] | Ralls Note [Member] | |||||||||||||||||||||||||||||
Warrants purchase | 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 | ||||||||||||||||||||||||||||
5% Promissory Note Agreement [Member] | Solit Note [Member] | |||||||||||||||||||||||||||||
Warrants purchase | 50,000 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 107,000 | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 7,000 | ||||||||||||||||||||||||||||
Payment of debt | 100,000 | ||||||||||||||||||||||||||||
Issuance of warrants purchase value | $ 31,755 | ||||||||||||||||||||||||||||
5% Promissory Note Agreement [Member] | 'O'Leary Note [Member] | |||||||||||||||||||||||||||||
Warrants purchase | 25,000 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,500 | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 3,500 | ||||||||||||||||||||||||||||
Payment of debt | 50,000 | ||||||||||||||||||||||||||||
Issuance of warrants purchase value | $ 16,797 | ||||||||||||||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | 1.00% | |||||||||||||||||||||||||||
Debt instrument, maturity date | May 4, 2022 | Apr. 15, 2022 | |||||||||||||||||||||||||||
Proceeds from loans payable | $ 62,500 | $ 789,852 | |||||||||||||||||||||||||||
Inventory Management Agreement [Member] | |||||||||||||||||||||||||||||
Advance from vendors | $ 239,283 | ||||||||||||||||||||||||||||
Receivables financing | 0 | ||||||||||||||||||||||||||||
Inventory Management Agreement [Member] | President [Member] | |||||||||||||||||||||||||||||
Ownership percentage | 45.00% | ||||||||||||||||||||||||||||
Receivables Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Receivables sold | $ 250,000 | ||||||||||||||||||||||||||||
Proceeds from receivables | $ 200,000 | ||||||||||||||||||||||||||||
Credit Agreement [Member] | |||||||||||||||||||||||||||||
Debt instrument, face amount | 2,500,000 | ||||||||||||||||||||||||||||
Line of credit | $ 1,133,652 | ||||||||||||||||||||||||||||
Debt instrument, description | 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"). |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total lines of credit | $ 1,133,652 | $ 1,500,953 |
Total long-term debt | 5,613,869 | |
Noncurrent portion of long-term debt - related parties | 1,291,013 | 1,403,756 |
Senior Convertible Notes Payable [Member] | ||
Debt issuance costs | (10,000,762) | (280,511) |
Senior convertible notes payable | 11,422,271 | 1,428,161 |
Convertible notes payable | 591,104 | |
Total long-term senior convertible notes payable | 1,421,509 | 1,738,754 |
Less: current portion of long-term notes payable | 1,421,509 | (577,260) |
Noncurrent portion of long-term convertible notes payable | 1,161,494 | |
Notes Payable [Member] | ||
Debt issuance costs | (34,997) | |
Notes payable | 1,932,088 | |
Total long-term debt | 1,897,091 | |
Less: current portion of long-term debt | (437,374) | (1,301,212) |
Noncurrent portion of long-term debt | 595,879 | |
Notes Payable - Related Parties [Member] | ||
Debt issuance costs | (33,833) | |
Notes payable | 2,167,514 | 2,827,512 |
Total notes payable - related parties: | 2,167,514 | 2,793,679 |
Less: current portion of long-term debt - related parties | (1,263,755) | (1,389,922) |
Noncurrent portion of long-term debt - related parties | 903,759 | 1,403,757 |
Line of Credit [Member] | ||
Lines of credit | 1,133,652 | 1,133,652 |
Receivable financing | 367,301 | |
Debt issuance costs | ||
Total lines of credit | $ 1,133,652 | $ 1,500,953 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (excluding the three months ended March 31, 2021) | $ 2,692,726 |
2022 | 12,487,520 |
2023 | 434,385 |
2024 | |
2025 | |
Thereafter | |
Long-term Debt, Gross | 15,614,631 |
Less: debt discount | (10,000,762) |
Long-term Debt | $ 5,613,869 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt discount | $ 10,000,762 | |
Fair value of the warrant liability | (36,381,542) | |
Warrant Liability [Member] | ||
Initial value of warrants | 96,495,977 | |
Expenses | 75,156,534 | |
Debt discount | 19,720,000 | |
Fair value of the warrant liability | $ 19,720,000 |
Warrant Liability - Schedule of
Warrant Liability - Schedule of Warrants Issued to Purchase Common Stock (Details) | Mar. 31, 2021$ / sharesshares |
Hudson Bay Warrant; 1/25/2021 [Member] | |
Warrant Shares | shares | 15,000,000 |
Exercise Price | $ / shares | $ 2 |
Palladium Capital Warrant; 1/25/2021 [Member] | |
Warrant Shares | shares | 480,000 |
Exercise Price | $ / shares | $ 2 |
BHP Capital NY Warrant; 1/28/2021 [Member] | |
Warrant Shares | shares | 1,500,000 |
Exercise Price | $ / shares | $ 2.20 |
Hudson Bay Warrant; 2/23/2021 [Member] | |
Warrant Shares | shares | 18,568,188 |
Exercise Price | $ / shares | $ 3.722 |
Palladium Capital Warrant; 2/23/2021 [Member] | |
Warrant Shares | shares | 1,650,346 |
Exercise Price | $ / shares | $ 3.722 |
Warrant Liability - Schedule _2
Warrant Liability - Schedule of Warrant Assumptions (Details) | Mar. 31, 2021 |
Hudson Bay Warrant; 1/25/2021 [Member] | |
Expected Life | 2 years 6 months |
Hudson Bay Warrant; 1/25/2021 [Member] | Warrants [Member] | |
Expected Life | 2 years 6 months |
Hudson Bay Warrant; 1/25/2021 [Member] | Dividend Yield [Member] | |
Warrants measurement input | 0 |
Hudson Bay Warrant; 1/25/2021 [Member] | Dividend Yield [Member] | Warrants [Member] | |
Warrants measurement input | 0 |
Hudson Bay Warrant; 1/25/2021 [Member] | Expected Volatility [Member] | |
Warrants measurement input | 109.95 |
Hudson Bay Warrant; 1/25/2021 [Member] | Expected Volatility [Member] | Warrants [Member] | |
Warrants measurement input | 113.79 |
Hudson Bay Warrant; 1/25/2021 [Member] | Risk-free Interest Rate [Member] | |
Warrants measurement input | 0.13 |
Hudson Bay Warrant; 1/25/2021 [Member] | Risk-free Interest Rate [Member] | Warrants [Member] | |
Warrants measurement input | 0.16 |
Palladium Capital Warrant; 1/25/2021 [Member] | |
Expected Life | 2 years 6 months |
Palladium Capital Warrant; 1/25/2021 [Member] | Warrants [Member] | |
Expected Life | 2 years 6 months |
Palladium Capital Warrant; 1/25/2021 [Member] | Dividend Yield [Member] | |
Warrants measurement input | 0 |
Palladium Capital Warrant; 1/25/2021 [Member] | Dividend Yield [Member] | Warrants [Member] | |
Warrants measurement input | 0 |
Palladium Capital Warrant; 1/25/2021 [Member] | Expected Volatility [Member] | |
Warrants measurement input | 109.95 |
Palladium Capital Warrant; 1/25/2021 [Member] | Expected Volatility [Member] | Warrants [Member] | |
Warrants measurement input | 113.79 |
Palladium Capital Warrant; 1/25/2021 [Member] | Risk-free Interest Rate [Member] | |
Warrants measurement input | 0.13 |
Palladium Capital Warrant; 1/25/2021 [Member] | Risk-free Interest Rate [Member] | Warrants [Member] | |
Warrants measurement input | 0.16 |
BHP Capital NY Warrant; 1/28/2021 [Member] | |
Expected Life | 2 years 6 months |
BHP Capital NY Warrant; 1/28/2021 [Member] | Warrants [Member] | |
Expected Life | 2 years 6 months |
BHP Capital NY Warrant; 1/28/2021 [Member] | Dividend Yield [Member] | |
Warrants measurement input | 0 |
BHP Capital NY Warrant; 1/28/2021 [Member] | Dividend Yield [Member] | Warrants [Member] | |
Warrants measurement input | 0 |
BHP Capital NY Warrant; 1/28/2021 [Member] | Expected Volatility [Member] | |
Warrants measurement input | 110 |
BHP Capital NY Warrant; 1/28/2021 [Member] | Expected Volatility [Member] | Warrants [Member] | |
Warrants measurement input | 113.79 |
BHP Capital NY Warrant; 1/28/2021 [Member] | Risk-free Interest Rate [Member] | |
Warrants measurement input | 0.12 |
BHP Capital NY Warrant; 1/28/2021 [Member] | Risk-free Interest Rate [Member] | Warrants [Member] | |
Warrants measurement input | 0.16 |
Hudson Bay Warrant; 2/23/2021 [Member] | |
Expected Life | 2 years 6 months |
Hudson Bay Warrant; 2/23/2021 [Member] | Warrants [Member] | |
Expected Life | 2 years 6 months |
Hudson Bay Warrant; 2/23/2021 [Member] | Dividend Yield [Member] | |
Warrants measurement input | 0 |
Hudson Bay Warrant; 2/23/2021 [Member] | Dividend Yield [Member] | Warrants [Member] | |
Warrants measurement input | 0 |
Hudson Bay Warrant; 2/23/2021 [Member] | Expected Volatility [Member] | |
Warrants measurement input | 110.94 |
Hudson Bay Warrant; 2/23/2021 [Member] | Expected Volatility [Member] | Warrants [Member] | |
Warrants measurement input | 113.79 |
Hudson Bay Warrant; 2/23/2021 [Member] | Risk-free Interest Rate [Member] | |
Warrants measurement input | 0.11 |
Hudson Bay Warrant; 2/23/2021 [Member] | Risk-free Interest Rate [Member] | Warrants [Member] | |
Warrants measurement input | 0.16 |
Palladium Capital Warrant; 2/23/2021 [Member] | |
Expected Life | 2 years 6 months |
Palladium Capital Warrant; 2/23/2021 [Member] | Warrants [Member] | |
Expected Life | 2 years 6 months |
Palladium Capital Warrant; 2/23/2021 [Member] | Dividend Yield [Member] | |
Warrants measurement input | 0 |
Palladium Capital Warrant; 2/23/2021 [Member] | Dividend Yield [Member] | Warrants [Member] | |
Warrants measurement input | 0 |
Palladium Capital Warrant; 2/23/2021 [Member] | Expected Volatility [Member] | |
Warrants measurement input | 110.94 |
Palladium Capital Warrant; 2/23/2021 [Member] | Expected Volatility [Member] | Warrants [Member] | |
Warrants measurement input | 113.79 |
Palladium Capital Warrant; 2/23/2021 [Member] | Risk-free Interest Rate [Member] | |
Warrants measurement input | 0.11 |
Palladium Capital Warrant; 2/23/2021 [Member] | Risk-free Interest Rate [Member] | Warrants [Member] | |
Warrants measurement input | 0.16 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Due to related parties, current | $ 15,450 | $ 32,452 | |
SRM LLC and NL Penn Capital, LP. [Member] | |||
Due to related parties, current | 15,450 | $ 15,450 | |
Inventory Management Agreement [Member] | Forever 8 Fund, LLC [Member] | |||
Ownership interest | 45.00% | ||
Advanced the vendors | $ 239,283 | $ 155,768 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Apr. 05, 2021 | Apr. 05, 2021 | Feb. 24, 2021 | Feb. 02, 2021 | Oct. 27, 2020 | Apr. 14, 2020 | Feb. 12, 2020 | Jun. 06, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Operating leases, rent expense | $ 26,553 | $ 146,287 | |||||||||||
Operating lease liabilities | 58,713 | ||||||||||||
Right of use assets, net | 128,871 | $ 153,034 | |||||||||||
Cash outflows relating to operating lease liabilities | 23,723 | 74,776 | |||||||||||
Expense for right of use assets | $ 24,163 | 77,823 | |||||||||||
Weighted-average remaining term | 1 year 7 months 6 days | ||||||||||||
Weighted-average discount rate | 4.50% | ||||||||||||
Rental income | $ 25,704 | $ 25,704 | |||||||||||
Best Party Concepts, LLC [Member] | |||||||||||||
Lease expiration date | May 30, 2020 | ||||||||||||
Oceanside Traders, LLC [Member] | |||||||||||||
Legal settlement amount | $ 440,383 | ||||||||||||
Rosenberg Fortuna & Laitman LLP [Member] | |||||||||||||
Legal settlement amount | $ 50,000 | ||||||||||||
CBAVI, LLC [Member] | |||||||||||||
Loss contingency damages sought, value | $ 8,000,000 | ||||||||||||
Employment Agreement [Member] | Christopher Ferguson [Member] | |||||||||||||
Agreement description | 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"), unless such renewal is objected to by either the Company or the Executive. The Executive's initial annual base salary shall be $200,000, less applicable withholdings (the "Base Salary") and 120,000 common shares that shall vest in their entirety on issuance. For 2021, the Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company's common stock, which shall vest in their entirety on issuance (the "Principal Market"), which shall be received by the Executive no later than the first 30 days of the current fiscal year. The Executive shall be entitled to 150,000 shares of the Company's common stock, due immediately upon an increase of 2.5 times the Enterprise Value on a 5-day closing average from the effectiveness of the Agreement. | ||||||||||||
Agreement term | 3 years | ||||||||||||
Annual base salary | $ 200,000 | ||||||||||||
Common stock vested shares | 200,000 | ||||||||||||
Employment Agreement [Member] | Christopher Ferguson [Member] | Minimum [Member] | |||||||||||||
Annual base salary | $ 150,000 | ||||||||||||
Employment Agreement [Member] | Brett Vroman [Member] | |||||||||||||
Agreement description | 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"), unless such renewal is objected to by either the Company or the Executive. The Executive's initial annual base salary shall be $200,000, less applicable withholdings (the "Base Salary") and 120,000 common shares that shall vest in their entirety on issuance. For 2021, Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company's common stock, which shall vest in their entirety on issuance (the "Principal Market"), which shall be received by the Executive no later than the first 30 days of the current fiscal year. Upon the execution of this agreement, the Executive is entitled to a one-time past performance bonus for the work completed in fiscal years 2018, 2019 and 2020 of 150,000 shares of the Company's common stock, which shall vest in their entirety on issuance. The Executive shall be entitled to 100,000 shares of the Company's common stock, due immediately upon an increase of 2.5 times the Enterprise Value on a 5-day closing average from the effectiveness of the Agreement. | ||||||||||||
Annual base salary | $ 200,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||
Common stock vested shares | 120,000 | ||||||||||||
Employment Agreement [Member] | Brett Vroman [Member] | Minimum [Member] | |||||||||||||
Agreement term | 3 years | ||||||||||||
Annual base salary | $ 100,000 | ||||||||||||
Employment Agreement [Member] | Brian Mc Fadden [Member] | |||||||||||||
Agreement description | 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"), unless such renewal is objected to by either the Company or the Executive. The Executive's initial annual base salary shall be $200,000, less applicable withholdings (the "Base Salary") and 120,000 common shares that shall vest in their entirety on issuance. For 2021, the Executive shall receive a cash bonus in the amount equal to 30% of the annual Base Salary, and an award of 200% shares of the Company's common stock, which shall vest in their entirety on issuance (the "Principal Market"), which shall be received by the Executive no later than the first 30 days of the current fiscal year. Upon the execution of the Agreement, the Executive is entitled to a one-time signing bonus of 150,000 shares of the Company's common stock, which shall vest in their entirety on issuance. The Executive shall be entitled to 100,000 shares of the Company's common stock, due immediately upon an increase of 2.5 times the Enterprise Value on a 5-day closing average from the effectiveness of the Agreement. | ||||||||||||
Annual base salary | $ 200,000 | ||||||||||||
Common stock vested shares | 120,000 | ||||||||||||
Employment Agreement [Member] | Brian Mc Fadden [Member] | Minimum [Member] | |||||||||||||
Agreement term | 3 years | ||||||||||||
Annual base salary | $ 100,000 | ||||||||||||
Plaintiff for Goods Sold [Member] | Oceanside Traders, LLC [Member] | |||||||||||||
Legal settlement amount | 141,007 | ||||||||||||
Overpayments [Member] | Oceanside Traders, LLC [Member] | |||||||||||||
Legal settlement amount | 138,180 | ||||||||||||
Lost Profits [Member] | Oceanside Traders, LLC [Member] | |||||||||||||
Legal settlement amount | $ 161,196 | ||||||||||||
Settlement Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Commitment description | Under the terms of the Settlement, the Company is to make payment in the amount of $25,000 on or before April9, 2021. The Company made the payment on April 8, 2021. | ||||||||||||
Settlement Agreement [Member] | Oceanside Traders, LLC [Member] | |||||||||||||
Commitment description | Under the terms of the Settlement Agreement, the Settling Defendants agreed to pay the Plaintiff the sum of $150,000 within one business day of execution of the Settlement Agreement. In exchange, the Plaintiff agreed to dismiss the Amended Complaint in its entirety and with prejudice against the Settling Defendants. The Company made payment in the amount of $150,000 on February 25, 2021. | ||||||||||||
Settlement Agreement [Member] | Rosenberg Fortuna & Laitman LLP [Member] | Subsequent Event [Member] | |||||||||||||
Commitment description | Under the terms of the Settlement, the Company is to make payment in the amount of $25,000 on or before April 9, 2021. The Company made payment in the amount of $25,000 on April 8, 2021. |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jan. 29, 2021 | Oct. 16, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 25, 2020 | Mar. 24, 2020 | Feb. 09, 2018 |
Private placement offering | $ 3,300,000 | |||||||
Proceeds from warrant exercise | $ 1,690,604 | |||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||
Common stock, shares, issued | 25,685,981 | 14,471,403 | ||||||
Common stock, shares, outstanding | 25,685,981 | 14,471,403 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 0 | ||||
Stock issued for services | $ 2,036,335 | $ 562,763 | ||||||
Employees [Member] | ||||||||
Stock issued for services, shares | 1,262,872 | |||||||
Stock issued for services | $ 3,292,190 | |||||||
Vendors [Member] | ||||||||
Stock issued for services, shares | 943,000 | |||||||
Stock issued for services | $ 2,036,335 | |||||||
Omnibus Incentive Plan [Member] | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 287,659 | 1,764,705 | ||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.001 | |||||||
Preferred stock, shares authorized | 1,000,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares, issued | 764,618 | 764,618 | ||||||
Preferred stock, shares, outstanding | 764,618 | 764,618 | ||||||
Warrants [Member] | ||||||||
Share exercised | 880,798 | |||||||
Proceeds from warrant exercise | $ 1,690,604 | |||||||
Common Stock [Member] | ||||||||
Stock issued for services, shares | 943,000 | 653,750 | ||||||
Stock issued for services | $ 943 | $ 654 | ||||||
Common Stock [Member] | Series B Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||
Stock issued during period, shares | 1,000,000 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Warrant term | 5 years | |||||||
Securities Purchase Agreement [Member] | Restricted Common Stock [Member] | ||||||||
Non option shares issued | 1,500,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-based Compensation, Stock Options, Activity (Details) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Equity [Abstract] | |
Shares, Beginning balance | shares | 80,000 |
Shares, Granted | shares | |
Shares, Ending balance | shares | 80,000 |
Shares, Exercisable, Ending balance | shares | 80,000 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 7.01 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Ending balance | $ / shares | 7.01 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ / shares | $ 7.01 |
Remaining Contractual Life in Years, Beginning balance | 3 years 2 months 12 days |
Remaining Contractual Life in Years, Granted | 0 years |
Remaining Contractual Life in Years, Ending balance | 2 years 10 months 25 days |
Remaining Contractual Life in Years, Exercisable, Ending balance | 2 years 10 months 25 days |
Aggregate Intrinsic Value, Beginning balance | $ | |
Aggregate Intrinsic Value, Granted | $ | |
Aggregate Intrinsic Value, Ending balance | $ | |
Aggregate Intrinsic Value, Exercisable, Ending balance | $ |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | Apr. 15, 2023 | Apr. 15, 2022 | Mar. 12, 2021 | Nov. 30, 2020 |
Stock Exchange Agreement [Member] | SRM Entertainment, LTD [Member] | Restricted Stock [Member] | ||||
Business acquisition number of shares acquired | 200,000 | |||
CBAV1, LLC [Member] | ||||
Payments to acquire assets | $ 3,000,000 | |||
Cash payment | $ 2,650,000 | |||
CBAV1, LLC [Member] | Forecast [Member] | ||||
Royalty payments | $ 200,000 | $ 150,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Balance Sheets and Income Operations of Discontinued Operations (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Accounts receivable, net | $ 413,962 | $ 220,964 | |
Inventory | 779,918 | 559,737 | |
Prepaid expenses and other current assets | 160,666 | 261,980 | |
Total current assets | 1,354,546 | 1,042,680 | |
Total assets | 1,354,546 | 1,042,680 | |
Accounts payable | 589,363 | 487,454 | |
Total current liabilities | 589,363 | $ 487,454 | |
Revenues, net | 697,883 | $ 1,713,764 | |
Cost of revenues | 490,195 | 1,054,693 | |
Gross profit | 207,688 | 659,071 | |
Selling, general and administrative | 286,602 | 903,764 | |
Operating income | 78,914 | (244,693) | |
Gain on divestiture | 4,911,760 | ||
Total other (expense) income | 4,911,760 | ||
(Loss) income before income taxes | 78,914 | 4,667,067 | |
Income tax expense | |||
Net (loss) income | $ 78,914 | $ 4,667,067 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | May 18, 2021 | Apr. 17, 2021 | Apr. 08, 2021 | Apr. 07, 2021 | Apr. 05, 2021 | May 04, 2020 | Apr. 15, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | May 24, 2021 |
Value of shares issued during period for service rendered | $ 2,036,335 | $ 562,763 | ||||||||
Revenues | $ 2,565,162 | $ 1,953,346 | ||||||||
Common Stock [Member] | ||||||||||
Number of shares issued during period for service rendered | 943,000 | 653,750 | ||||||||
Value of shares issued during period for service rendered | $ 943 | $ 654 | ||||||||
Employees [Member] | ||||||||||
Number of shares issued during period for service rendered | 1,262,872 | |||||||||
Value of shares issued during period for service rendered | $ 3,292,190 | |||||||||
Paycheck Protection Program [Member] | ||||||||||
Proceeds from loan | $ 62,500 | $ 789,852 | ||||||||
Warrant Exercise Agreement [Member] | ||||||||||
Warrant description | Subject to the terms of Agreement, (i) Hudson Bay shall pay to the Company an amount equal to the exercise price in effect as of the date of such exercise multiplied by 2,870,000 shares (as adjusted for any share split or similar transaction after the date hereof) (the "Exercised Warrant Shares") and (ii) the Company shall issue and deliver Incentive Warrants to Hudson Bay to initially purchase an aggregate number of shares equal to the number of Exercised Warrant Shares, which number of shares shall be subject to adjustment upon the exercise of further shares pursuant to the January Warrants. | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Earn-Out Target 1 [Member] | ||||||||||
Earn-out target description | In the event that the Company (1) develops a minimally viable product for the NFT Technology to validate the utility of the product/platform with features to attract and transact with customers and (2) is successful on-boarding a minimum of 10 approved influential celebrities on or before December 31, 2021, the Company shall issue to Emmersive and/or Emmersive's Shareholders, 1,000,000 Conditional Preferred Units, with Put Rights. | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Earn-Out Target 2 [Member] | ||||||||||
Earn-out target description | In the event that the Company generates a minimum of $7,000,000 in annualized booked revenues inclusive of revenues generated from the celebrities onboarded by the Company (collectively "Attributed Revenue") in any three-calendar-month period ending on or before March 31, 2022 (i.e. more than $1,750,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive's Shareholders 1,000,000 Conditional Preferred Units, with the Put Rights. | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Earn-Out Target 3 [Member] | ||||||||||
Earn-out target description | In the event that the Company generates a minimum of $28,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2022 (i.e. more than $7,000,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive's Shareholders 1,000,000 Conditional Preferred Units, with Put Rights. | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Earn-Out Target 4 [Member] | ||||||||||
Earn-out target description | In the event that the Company generates a minimum of $62,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2023 (i.e. more than $15,500,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive's Shareholders 1,000,000 Conditional Preferred Units, with Put Rights. | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Maximum [Member] | Earn-Out Target 2 [Member] | ||||||||||
Revenues | $ 1,750,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Maximum [Member] | Earn-Out Target 3 [Member] | ||||||||||
Revenues | 7,000,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Maximum [Member] | Earn-Out Target 4 [Member] | ||||||||||
Revenues | 15,500,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Minimum [Member] | Earn-Out Target 2 [Member] | ||||||||||
Revenues | 7,000,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Minimum [Member] | Earn-Out Target 3 [Member] | ||||||||||
Revenues | 28,000,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Minimum [Member] | Earn-Out Target 4 [Member] | ||||||||||
Revenues | $ 62,000,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Preferred Units [Member] | Earn-Out Target 1 [Member] | ||||||||||
Preferred units issued | 1,000,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Preferred Units [Member] | Earn-Out Target 2 [Member] | ||||||||||
Preferred units issued | 1,000,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Preferred Units [Member] | Earn-Out Target 3 [Member] | ||||||||||
Preferred units issued | 1,000,000 | |||||||||
Subsequent Event [Member] | Shareholders [Member] | Preferred Units [Member] | Earn-Out Target 4 [Member] | ||||||||||
Preferred units issued | 1,000,000 | |||||||||
Subsequent Event [Member] | Noteholder [Member] | ||||||||||
Stock issued during period, shares | 501,250 | |||||||||
Debt instrument, face amount | $ 1,000,000 | |||||||||
Accrued interest | $ 2,500 | |||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | ||||||||||
Commitment description | Under the terms of the Settlement, the Company is to make payment in the amount of $25,000 on or before April9, 2021. The Company made the payment on April 8, 2021. | |||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | Safe TV Shop, LLC [Member] | ||||||||||
Settlement amount | $ 25,000 | |||||||||
Subsequent Event [Member] | Consulting Agreements [Member] | ||||||||||
Number of shares issued during period for service rendered | 150,000 | |||||||||
Value of shares issued during period for service rendered | $ 382,500 | |||||||||
Subsequent Event [Member] | Employment Agreement [Member] | Employees [Member] | Common Stock [Member] | ||||||||||
Stock issued during period, shares | 525,541 | |||||||||
Stock issued during period, value | $ 924,952 | |||||||||
Subsequent Event [Member] | Employment Agreement One [Member] | Employees [Member] | Common Stock [Member] | ||||||||||
Stock issued during period, shares | 475,451 | |||||||||
Stock issued during period, value | $ 836,794 | |||||||||
Subsequent Event [Member] | Employment Agreement Two [Member] | Employees [Member] | Common Stock [Member] | ||||||||||
Stock issued during period, shares | 597,273 | |||||||||
Stock issued during period, value | $ 1,051,200 | |||||||||
Subsequent Event [Member] | Asset Contribution Agreement [Member] | Preferred Units [Member] | ||||||||||
Preferred units issued | 1,000,000 | |||||||||
Stock issued during the period exchange | $ 1,000,000 | |||||||||
Subsequent Event [Member] | Asset Contribution Agreement [Member] | Preferred Units [Member] | Maximum [Member] | ||||||||||
Preferred units issued | 4,000,000 | |||||||||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | ||||||||||
Warrant exercise price | $ 3.20 | |||||||||
Warrant to purchase common stock | 2,870,000 |