Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38448 | |
Entity Registrant Name | VINCO VENTURES, INC. | |
Entity Central Index Key | 0001717556 | |
Entity Tax Identification Number | 82-2199200 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 6 North Main Street | |
Entity Address, City or Town | Fairport | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14450 | |
City Area Code | (866) | |
Local Phone Number | 900-0992 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | BBIG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 137,083,339 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 49,937,549 | $ 249,356 |
Restricted cash | 100,000,000 | |
Short-term investments | 282,000 | 1,018,000 |
Accounts receivable, net | 1,901,182 | 1,382,163 |
Inventory | 789,727 | 1,127,725 |
Prepaid expenses and other current assets | 3,855,618 | 522,259 |
Loan held for investment | 18,150,000 | |
Current assets of discontinued operations | 1,042,680 | |
Total current assets | 174,916,076 | 5,342,183 |
Property and equipment, net | 972,151 | 1,010,801 |
Right of use assets, net | 80,544 | 153,034 |
Intangible assets, net | 154,962,061 | 9,798,813 |
Goodwill | 5,983,852 | 5,983,852 |
Non-current assets of discontinued operations | 5,739,524 | |
Total assets | 336,914,684 | 28,028,207 |
Current liabilities: | ||
Accounts payable | 5,587,010 | 3,618,339 |
Accrued expenses and other current liabilities | 3,040,564 | 2,101,610 |
Deferred revenues | 64,243 | 152,040 |
Current portion of operating leases liabilities | 83,408 | 96,777 |
Income tax payable | 27,643 | 27,643 |
Line of credit, net of debt issuance costs of $0 and $15,573, respectively | 1,500,953 | |
Current portion of convertible notes payable, net of debt issuance costs of $91,518,515 and $0, respectively | 28,481,485 | 577,260 |
Current portion of notes payable, net of debt issuance costs of $0 and $212,848, respectively | 15,357 | 1,301,212 |
Current portion of notes payable – related parties | 112,835 | 1,389,923 |
Notes payable, current | ||
Due to related party | 15,401 | 32,452 |
Current liabilities of discontinued operations | 487,454 | |
Total current liabilities | 37,427,946 | 11,285,663 |
Operating leases liabilities –net of current portion | 58,713 | |
Convertible notes payable – related parties, net of current portion, net of debt discount of $95,089 and $366,666, respectively | 207,183 | 1,161,495 |
Notes payable, net of current portion | 166,061 | 595,879 |
Notes payable – related parties, net of current portion | 2,500,000 | 1,403,756 |
Warrant liability | 468,612,700 | |
Total liabilities | 508,913,890 | 14,505,506 |
Commitments and Contingencies (Note 12) | ||
Stockholders’ equity | ||
Series B Preferred Stock, $0.001 par value, 1,000,000 shares authorized; 0 and 764,618 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | ||
Common stock, $0.001 par value, 250,000,000 shares authorized 107,021,381 and 14,471,403 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 107,021 | 14,471 |
Additional paid-in-capital | 617,952,342 | 39,050,260 |
Accumulated deficit | (812,250,328) | (23,648,898) |
Total stockholders’ (deficit) equity attributable to Vinco Ventures, Inc. | (194,190,965) | 15,416,598 |
Noncontrolling interests | 22,191,759 | (1,893,897) |
Total stockholders’ equity | (171,999,206) | 13,522,701 |
Total liabilities and stockholders’ equity | 336,914,684 | 28,028,207 |
Series B Preferred Stock [Member] | ||
Stockholders’ equity | ||
Series B Preferred Stock, $0.001 par value, 1,000,000 shares authorized; 0 and 764,618 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | $ 765 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 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 value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 107,021,381 | 14,471,403 |
Common stock, shares outstanding | 107,021,381 | 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 | 0 | 764,618 |
Preferred stock, shares, outstanding | 0 | 764,618 |
Convertible Notes Payable [Member] | ||
Debt issuance costs, net | $ 91,518,515 | $ 0 |
Notes Payable [Member] | ||
Debt issuance costs, net | 0 | 212,848 |
Convertible Notes Payable Related Party [Member] | ||
Debt issuance costs, net | 95,089 | 366,666 |
Line of Credit [Member] | ||
Debt issuance costs, net | $ 0 | $ 15,573 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 2,231,986 | $ 2,522,141 | $ 7,488,959 | $ 9,649,469 |
Cost of revenues | 1,531,840 | 1,505,234 | 4,906,410 | 6,873,889 |
Gross profit | 700,146 | 1,016,907 | 2,582,549 | 2,775,580 |
Operating expenses: | ||||
Selling, general and administrative | 25,869,419 | 2,617,961 | 43,471,951 | 8,185,477 |
Operating loss | (25,169,273) | (1,601,054) | (40,889,402) | (5,409,897) |
Other (expense) income: | ||||
Rental income | 17,136 | 25,704 | 71,543 | 77,111 |
Interest expense | (27,012,312) | (1,004,627) | (42,422,726) | (2,575,738) |
Loss on issuance of warrants | (206,948,147) | (415,803,862) | ||
Change in fair value of warrant liability | (287,117,556) | (287,891,003) | ||
Change in fair value of short-term investment | (614,000) | (736,000) | ||
Loss on disposal of interest in joint venture | (301,645) | |||
Other income | 649,009 | 649,009 | ||
Total other (expense) income | (521,025,870) | (978,923) | (746,434,684) | 2,498,627 |
Loss before income taxes | (546,195,143) | (2,579,977) | (787,324,086) | (7,908,524) |
Income tax expense | ||||
Net loss from continuing operations | (546,195,143) | (2,579,977) | (787,324,086) | (7,908,524) |
Net loss attributable to noncontrolling interests | (3,885,333) | (37,439) | (3,834,756) | (15,198) |
Net loss from continuing operations attributable to Vinco Ventures, Inc. | (542,309,810) | (2,542,538) | (783,489,330) | (7,893,326) |
Net income (loss) from discontinued operations | (153,320) | (291,506) | (5,112,100) | 4,704,394 |
Provision for income taxes for discontinued operations | ||||
Net loss attributable to Vinco Ventures, Inc. | $ (542,463,130) | $ (2,834,044) | $ (788,601,430) | $ (3,188,932) |
Net loss per share: | ||||
Net loss per share - basic | $ (7.59) | $ (0.30) | $ (18.63) | $ (0.29) |
Net loss per share - diluted | $ (7.59) | $ (0.30) | $ (18.63) | $ (0.29) |
Weighted average number of common shares outstanding – basic and diluted | 71,516,431 | 9,324,023 | 42,326,468 | 10,853,242 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 8,016 | $ 26,259,576 | $ (18,495,462) | $ (317,698) | $ 7,454,432 | |
Beginning balance, shares at Dec. 31, 2019 | 8,015,756 | |||||
Issuance of common stock to note holders | $ 1,202 | 2,291,662 | 2,292,864 | |||
Issuance of common stock to note holders, shares | 1,202,666 | |||||
Return of common stock from noteholder held as collateral | $ (153) | 153 | ||||
Return of common stock from noteholder held as collateral, shares | (153,005) | |||||
Issuance of common stock for divestiture | $ 150 | 404,850 | 405,000 | |||
Issuance of common stock for divestiture, shares | 150,000 | |||||
Issuance of warrants- noteholders | 1,018,953 | 1,018,953 | ||||
Divestiture of Cloud B | (26,392) | (26,392) | ||||
Distributions | (770,931) | (770,931) | ||||
Conversion option | $ 990 | (990) | ||||
Conversion option, shares | 990,000 | |||||
Issuance of common stock to consultants | $ 1,238 | 1,754,142 | 1,755,380 | |||
Issuance of common stock to consultants, shares | 1,237,874 | |||||
Issuance of common stock to employees | $ 150 | 319,350 | 319,500 | |||
Issuance of common stock to employees, shares | 150,000 | |||||
Stock-based compensation | 681,306 | 681,306 | ||||
Issuance of common stock – acquisitions | $ 300 | 698,700 | 699,000 | |||
Issuance of common stock - acquisitions, shares | 300,000 | |||||
Net loss | (3,188,932) | (15,198) | (3,204,130) | |||
Ending balance, value at Sep. 30, 2020 | $ 11,893 | 33,427,702 | (21,684,394) | (1,130,219) | 10,624,982 | |
Ending balance, shares at Sep. 30, 2020 | 11,893,291 | |||||
Beginning balance, value at Jun. 30, 2020 | $ 9,618 | 30,802,083 | (18,850,350) | (1,020,849) | 10,940,502 | |
Beginning balance, shares at Jun. 30, 2020 | 9,618,401 | |||||
Issuance of common stock to note holders | $ 763 | 1,502,087 | 1,502,850 | |||
Issuance of common stock to note holders, shares | 763,266 | |||||
Distributions | (71,931) | (71,931) | ||||
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC | $ 990 | (990) | ||||
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC, shares | 990,000 | |||||
Issuance of common stock to consultants | $ 372 | 1,192,246 | 1,192,618 | |||
Issuance of common stock to consultants, shares | 371,624 | |||||
Issuance of common stock to employees | $ 150 | 319,350 | 319,500 | |||
Issuance of common stock to employees, shares | 150,000 | |||||
Stock-based compensation | (387,074) | (387,074) | ||||
Net loss | (2,834,044) | (37,439) | (2,871,483) | |||
Ending balance, value at Sep. 30, 2020 | $ 11,893 | 33,427,702 | (21,684,394) | (1,130,219) | 10,624,982 | |
Ending balance, shares at Sep. 30, 2020 | 11,893,291 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 765 | $ 14,471 | 39,050,260 | (23,648,898) | (1,893,897) | 13,522,701 |
Beginning balance, shares at Dec. 31, 2020 | 764,618 | 14,471,403 | ||||
Issuance of common stock to note holders | $ 304 | 422,368 | 422,672 | |||
Issuance of common stock to note holders, shares | 303,483 | |||||
Issuance of common stock to investors | $ 2,507 | 6,052,493 | 6,055,000 | |||
Issuance of common stock to investors, shares | 2,507,194 | |||||
Issuance of common stock to consultants | $ 1,819 | 3,198,375 | 3,200,194 | |||
Issuance of common stock to consultants, shares | 1,819,272 | |||||
Issuance of common stock to employees | $ 2,891 | 3,289,299 | 3,292,190 | |||
Issuance of common stock to employees, shares | 2,891,227 | |||||
Issuance of common stock upon exercise of warrants | $ 69,213 | 180,272,201 | 180,341,414 | |||
Issuance of common stock upon exercise of warrants, shares | 69,212,800 | |||||
Offering costs – exercise of warrants | (12,380,315) | (12,380,315) | ||||
Conversions under notes payable | $ 11,551 | 32,418,206 | 32,429,757 | |||
Conversion under notes payable,shares | 11,551,384 | |||||
Exercise of warrant liabilities | 338,020,680 | 338,020,680 | ||||
Stock-based compensation | 10,077,275 | 479,161 | 10,556,436 | |||
Issuance of common stock – acquisitions | $ 3,500 | 10,131,500 | 10,135,000 | |||
Issuance of common stock - acquisitions, shares | 3,500,000 | |||||
Conversion of preferred stock into common stock | $ (765) | $ 765 | ||||
Conversion of preferred stock to common, shares | (764,618) | 764,618 | ||||
Noncontrolling interest | 7,400,000 | 7,400,000 | ||||
Noncontrolling interest | 27,441,251 | 27,441,251 | ||||
Net loss | (788,601,430) | (3,834,756) | (792,436,186) | |||
Ending balance, value at Sep. 30, 2021 | $ 107,021 | 617,952,342 | (812,250,328) | 22,191,759 | (171,999,206) | |
Ending balance, shares at Sep. 30, 2021 | 107,021,381 | |||||
Beginning balance, value at Jun. 30, 2021 | $ 59,927 | 244,026,879 | (269,787,198) | (1,843,320) | (27,543,712) | |
Beginning balance, shares at Jun. 30, 2021 | 59,927,241 | |||||
Issuance of common stock to investors | $ 1,007 | 2,798,993 | 2,800,000 | |||
Issuance of common stock to investors, shares | 1,007,194 | |||||
Issuance of common stock to consultants | $ 425 | 1,163,434 | 1,163,859 | |||
Issuance of common stock to consultants, shares | 425,000 | |||||
Issuance of common stock to employees | $ 30 | (30) | ||||
Issuance of common stock to employees, shares | 30,000 | |||||
Issuance of common stock upon exercise of warrants | $ 37,470 | 92,518,525 | 92,555,995 | |||
Issuance of common stock upon exercise of warrants, shares | 37,469,814 | |||||
Offering costs – exercise of warrants | (5,001,251) | (5,001,251) | ||||
Conversions under notes payable | $ 5,412 | 20,175,838 | 20,181,250 | |||
Conversion under notes payable,shares | 5,412,132 | |||||
Exercise of warrant liabilities | 248,366,633 | 248,366,633 | ||||
Stock-based compensation | 5,023,571 | 479,161 | 5,502,732 | |||
Issuance of common stock – acquisitions | $ 2,750 | 8,879,750 | 8,882,500 | |||
Issuance of common stock - acquisitions, shares | 2,750,000 | |||||
Conversion of preferred stock into common stock | ||||||
Noncontrolling interest | 27,441,251 | 27,441,251 | ||||
Net loss | (542,463,130) | (3,885,333) | (546,348,463) | |||
Ending balance, value at Sep. 30, 2021 | $ 107,021 | $ 617,952,342 | $ (812,250,328) | $ 22,191,759 | $ (171,999,206) | |
Ending balance, shares at Sep. 30, 2021 | 107,021,381 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flow from Operating Activities | ||
Net loss from continuing operations attributable to Vinco Ventures, Inc. | $ (783,489,330) | $ (7,893,326) |
Net income attributable to noncontrolling interests | (3,834,756) | (15,198) |
Net loss from continuing operations | (787,324,086) | (7,908,524) |
Adjustments to reconcile net (income) loss to net cash used in operating activities: | ||
Discontinued operations | (5,112,100) | 4,704,394 |
Depreciation and amortization | 5,013,544 | 938,844 |
Amortization of financing costs | 42,324,603 | 2,015,422 |
Stock-based compensation | 16,829,359 | 2,765,022 |
Amortization of right of use asset | 80,333 | 226,167 |
Gain on debt extinguishment | (852,352) | |
Loss (gain) on divestiture | 4,130,580 | (4,911,760) |
Loss on disposal of joint venture | 304,643 | |
Change in fair value of short-term investments | 736,000 | |
Loss on issuance of warrants | 415,803,862 | |
Change in fair value of warrant liability | 287,891,003 | |
Changes in assets and liabilities: | ||
Accounts receivable | (591,061) | (1,037,432) |
Inventory | 232,213 | (146,126) |
Prepaid expenses and other current assets | (2,835,791) | (612,276) |
Accounts payable | 2,027,185 | (367,355) |
Accrued expenses and other current liabilities | (356,941) | 1,237,169 |
Operating lease liabilities | (80,582) | (219,608) |
Due from related party | (17,050) | 4,753 |
Net cash used in operating activities | (21,796,639) | (3,311,310) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (281,164) | (193,429) |
Cash received from sale of assets of CBAV 1, LLC | 2,529,565 | |
Acquisition, net of cash received | (90,761,200) | |
Funding of loan receivable | (20,150,000) | |
Net cash used in investing activities | (108,662,799) | (193,429) |
Cash Flows from Financing Activities | ||
Borrowings under line of credit | 1,144,100 | |
Borrowings under convertible notes payable | 122,000,000 | 1,660,000 |
Borrowings under notes payable | 73,000 | 1,739,852 |
Repayments under lines of credit | (379,333) | |
Repayments under notes payable | (1,143,318) | (947,127) |
Repayments under convertible notes payable | (1,498,462) | |
Repayments under notes payable- related parties | (2,714,677) | (14,508) |
Fees paid for financing costs | (10,205,678) | (33,762) |
Distributions | (71,931) | |
Net proceeds from issuance of common stock | 6,055,000 | |
Net proceeds from exercise of warrants | 167,961,099 | |
Net cash provided by financing activities | 280,147,631 | 3,476,624 |
Net increase (decrease) in cash and cash equivalents, and restricted cash | 149,688,193 | (28,115) |
Cash and cash equivalents, and restricted cash – beginning of period | 249,356 | 412,719 |
Cash and cash equivalents, and restricted cash - end of period | 149,937,549 | 384,604 |
Cash paid during the period for: | ||
Interest | 976,282 | 239,682 |
Income taxes | 235,725 | |
Noncash investing and financing activity: | ||
Shares issued to note holders | 422,672 | 2,292,864 |
Shares issued to holder of line of credit | 1,178,750 | |
Shares issued for the divestiture of Cloud B, Inc. | 405,000 | |
Shares issued for the acquisition of Lomotif Private Limited | 10,135,000 | |
Conversions under notes payable | 31,251,007 | 1,524,000 |
Issuance of warrants to note holders | 102,938,515 | 1,018,953 |
Shares reserved for EVNT, LLC | 7,400,000 | |
Distribution for issuance of shares to noncontrolling interest members of Global Clean Solutions, LLC | $ 699,000 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 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 focused on digital media and content technologies. As of September 30, 2021, Vinco Ventures wholly-owned subsidiaries included: Cryptyde, Inc. (“Cryptyde”), Cryptyde Shared Services, LLC (“Cryptyde Shared”), CW Machines, LLC (“CW”), TBD Safety, LLC (“TBD”), Vinco Ventures Shared Services LLC (“Vinco Shared”), Ferguson Containers, Inc. (“Fergco”), CBAV1, LLC (“CB1”), Pirasta, LLC (“Pirasta”), Honey Badger Media LLC (“Honey Badger”), EVNT Platform LLC (“Emmersive Entertainment”) and Edison Nation Holdings, LLC. Edison Nation Holdings, LLC is the single member of Edison Nation, LLC and Everyday Edisons, LLC. Edison Nation, LLC is the single member of Safe TV Shop, LLC. Vinco Ventures owns a 50 50 80 100 In April 2021, the Company agreed to unwind the joint venture of Ed Roses, LLC and recognized a loss of $ 301,645 On September 12, 2021, the Company filed Articles of Incorporation with the State of Nevada for a new wholly owned subsidiary, Cryptyde, Inc. On September 16, 2021, Cryptyde Shares Services, LLC was formed as a wholly-owned subsidiary of Ferguson Containers, Inc. On September 16, 2021, EVNT Platform, LLC became a wholly-owned subsidiary of Ferguson Containers, Inc. Liquidity For the nine months ended September 30, 2021, our operations lost approximately $ 40,889,402 21,416,921 6,528,000 At September 30, 2021, we had total current assets of approximately $174,916,076 $37,427,946 $137,488,130 $28,481,485 $336,914,684 $508,913,890 468,612,700 171,999,206 The Company received proceeds of $ 45,959,160 Our principal sources of capital are our cash and cash equivalents, and cash generated from sale of our securities. Our principal uses of capital are operating expenses, including amounts required to fund working capital and capital expenditures, acquisition costs and capital contributions to our subsidiaries and consolidated variable interest entities. We currently anticipate that our available funds and cash flow from financing activities will be sufficient to meet our operational cash needs and fund our planned acquisitions and investments for at least the next twelve months. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 Vinco Ventures, Inc. and its wholly-owned, majority owned subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated. Reclassifications Certain amounts previously presented in the consolidated financial statements have been reclassified to conform to the current year presentation. Such reclassifications had no effect on the previously reported net loss, Stockholders’ equity or cash flows. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. 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, and Restricted Cash 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. Restricted cash includes cash held in a bank under a deposit account control agreement with Hudson Bay Master Fund. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) 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 $ 149,937,549 of cash and cash equivalents at September 30, 2021 of which none was held in foreign bank accounts and $ 147,451,668 was not covered by FDIC insurance limits as of September 30, 2021. The Company had $ 100,000,000 Note 10 — Debt 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. Two customers represented 34 14 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 5 5 7 6 10 10 15 5 5 5 7 40 Goodwill and Intangible Assets We record intangible assets based on their fair value on the date of acquisition. Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired. We perform an impairment assessment of goodwill on an annual basis, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business. We may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, we assess various factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of the qualitative assessment indicate that it is more likely than not that our goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. We may also elect to perform a quantitative analysis of goodwill initially rather than using a qualitative approach. The impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, requires our management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation of goodwill is affected by, among other things, our business plan for the future and estimated results of future operations. Future events could cause us to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired. Intangible assets include the cost of developed technology, customer relationships, trademarks and identifiable media platforms. Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives. Vinco Ventures reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded. Revenue Recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is 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. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) 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 or service is transferred to the customer, which is upon delivery of the goods or service to the customer. Goods include non-fungible tokens and revencues are recognized when the rights of the non-fungible token are transferred 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. 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 Company’s disaggregated revenues for the three and nine months ended September 30, 2021 and 2020 was as follows: Schedule of Disaggregation of Revenue For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Revenues: Product sales $ 1,123,966 $ 2,408,248 $ 6,303,646 $ 9,444,452 Media platform sales 1,042,898 - 1,042,898 - Service - 800 - 800 Licensing 65,122 113,093 142,415 204,217 Total revenues, net $ 2,231,986 $ 2,522,141 $ 7,488,959 $ 9,649,469 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) For the three and nine months ended September 30, 2021 and 2020, the following customer represented more than 10% of total net revenues: Schedule of Revenue from External Customers For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Customer: Customer A 7 % 0 10 % 0 * Customer did not represent greater than 10% of total net revenue. For the three and nine months ended September 30, 2021 and 2020, the following geographical regions represented more than 10% of total net revenues: Schedule of Revenue by Geographical Areas For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Region: North America 100 % 79 % 100 % 89 % Europe 0 % 17 % 0 % 10 % * Region did not represent greater than 10% of total net revenue. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) 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 September 30, 2021 is presented below: Schedule of Fair Value of Financial Assets and Liabilities Fair Value Measurements as of September 30, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 282,000 $ - $ - Liabilities: Warrant liability - - 468,612,700 Total 282,000 - 468,612,700 The following fair value of financial assets and liabilities and the input level used to determine the fair value at December 31, 2020 is presented below: Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Assets: Short-term investments $ 282,000 $ - $ - Total 282,000 - - 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 nine months ended September 30, 2021: Schedule of Reconciliation of Liabilities Measured at Fair Value Warrant Liability (Level 3) Balance, December 31, 2020 $ - Issuance of warrants 518,742,375 Change in fair value 287,891,005 Exercise of warrants (338,020,680 ) Balance, September 30, 2021 $ 468,612,700 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 (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. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) Foreign Currency Translation The Company uses the United States dollar as its functional and reporting currency since the majority of the Company’s revenues, expenses, assets and liabilities are in the United States. Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the three and nine months ended September 30, 2021 and 2020 and the cumulative translation gains and losses as of September 30, 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 September 30, 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. Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share September 30, September 30, 2021 2020 Selling Agent Warrants - 160,492 Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT, LLC 1,000,000 - Placement Agent Warrants 6,291,604 - Options 80,000 80,000 Convertible shares under notes payable 30,060,454 558,803 Warrants for noteholders 86,529,254 625,000 Warrants for investors 1,007,194 - Restricted stock units - 120,000 Series B Convertible Stock - - Shares to be issued 1,150,796 165,000 Total $ 126,119,302 $ 1,709,295 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) 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 | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Note 3 — Acquisitions and Divestitures Acquisitions Lomotif Acquisition On July 25, 2021, ZVV, a joint venture of the Company and ZASH Global Media and Entertainment Corporation (“ZASH”), completed the acquisition of 80 $109,765,000 The activity of Lomotif is included in the Company’s consolidated statements of operations from the acquisition date to September 30, 2021 included selling, general and administrative expenses of $ 6,691,611 6,747,008 The following table summarizes the aggregate purchase price consideration paid: Summary of Aggregate Purchase Price Consideration Paid Lomotif Cash paid $ 92,000,000 Fair value of issued shares 8,882,500 Issuance of debt selling shareholder* (*) 8,000,000 Fair value of conversion feature to selling shareholder* 882,500 Purchase consideration $ 109,765,000 * The full amount of $ 8,000,000 2,750,000 The Company believes that this combination will strengthen its future growth opportunities in digital media and content technologies. The Company accounted for this acquisition as a business combination under the acquisition method of accounting. The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition: Summary of Preliminary Purchase Price Allocation of Fair Values of the Assets Acquired and Liabilities Assumed Lomotif Cash and cash equivalents $ 1,238,800 Prepaid expenses and other current assets 247,458 Property and equipment 91,007 Intangible assets 143,237,848 Total assets acquired 144,815,113 Debt 5,567,794 Accounts payable 706,531 Accrued expenses and other liabilities 1,334,538 Total liabilities assumed 7,608,863 Noncontrolling interest (27,441,250 ) Total assets acquired, net 109,765,000 TBD Safety, LLC Acquisition 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 ( 2,210,382 764,618 10,000,000 125,000 Asset Acquisitions Emmersive Entertainment Asset Contribution 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 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 Earn-Out Target 2 In the event that the Company generates a minimum of $ 7,000,000 1,750,000 1,000,000 Earn-Out Target 3: In the event that the Company generates a minimum of $ 28,000,000 7,000,000 1,000,000 Earn Out Target 4 In the event that the Company generates a minimum of $ 62,000,000 15,500,000 1,000,000 On April 17, 2021, the transactions under both the Asset Contribution Agreement and Amended Operating Agreement closed. The Preferred Units and Conditional Preferred Units were valued at $ 2,100,00 and $ 5,300,000 , respectively, and recorded as an intangible asset. The following table summarizes the aggregate purchase price consideration paid for the acquisition of the asset: Summary of Aggregate Purchase Price Consideration Paid April 17, 2021 Fair value of shares reserved for future issuance $ 7,400,000 Fair value of assumed notes payable 151,987 Total 7,551,987 Honey Badger Asset Acquisition and License Agreement 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. HMNRTH 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. Divestitures CBAV1, LLC Divestiture 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 2,650,000 150,000 200,000 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 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The table below shows the assets that the Company transferred to BTL and the components of the loss on discontinued operations: Schedule of Loss on Income Operations of Discontinued Operations April 21, 2021 Cash received from buyer 2,529,565 Accounts receivable (293,005 ) Inventory (665,522 ) Prepaid expenses (160,666 ) Intangible assets (5,540,952 ) Loss on divestiture 4,130,580 Operating loss of discontinued operations 178,200 Bankruptcy costs 803,320 Loss on discontinued operations 5,112,100 Cloud B, Inc. Divestiture 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 1.00 72.15 110,964 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 150,000 405,000 150,000 The table below shows the assets and liabilities that the Company was relieved of in the transaction: Schedule of Business Combination of Assets and Liabilities February 17, 2020 Accounts payable 4,005,605 Accrued Expenses 370,289 Income Tax Payable 14,473 Notes Payable 900,000 Non-Controlling Interest 26,393 Shares to be issued to Buyer (405,000 ) Gain on divestiture $ 4,911,760 S ee Note 15 — Discontinued Operations SRM Entertainment, LTD Divestiture 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. See Note 15 — Discontinued Operations Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 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 September 30, 2021: Schedule of Variable Interest Entities September 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 8,931,879 $ 10,481 Accounts receivable, net - 94,195 Inventory - 240,158 Loans receivable 17,050,000 Intangible assets, net - Prepaid expenses and other current assets 2,462,552 - Total current assets 28,444,431 344,834 Property and equipment, net 135,108 - Intangible assets, net 139,932,672 Total assets $ 168,512,211 $ 344,834 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 823,449 $ 217,558 Accrued expenses and other current liabilities 1,579,729 113,576 Lines of credit - 1,133,652 Notes payable, current - 150,000 Due to related party 315,666 315,666 Total current liabilities 2,718,844 1,930,452 Debt 2,650,000 - Total liabilities $ 5,368,844 $ 1,930,452 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 4 — Variable Interest Entities — (Continued) The following table presents the operations of entities that are VIEs and consolidated by the Company at September 30, 2021: 2021 2020 2021 2020 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Revenues, net $ - $ 184,715 $ 307,339 $ 1,459,192 Cost of revenues - 69,191 93,685 1,064,114 Gross profit - 115,524 213,654 395,078 Operating expenses: Selling, general and administrative 11,761,747 91,114 11,866,488 294,676 Operating (loss) income (11,761,747 ) 24,410 (11,652,834 ) 100,402 Other (expense) income: Interest expense (155,476 ) (73,840 ) (163,236 ) (130,796 ) Other income 98,353 98,353 Total other (expense) income (57,123 ) (73,840 ) (64,883 ) (130,796 ) Loss before income taxes (11,818,870 ) (49,430 ) (11,717,717 ) (30,394 ) Income tax expense - - - - Net loss $ (11,818,870 ) $ (49,430 ) $ (11,717,717 ) $ (30,394 ) At September 30, 2021, the Company had no unconsolidated VIE’s. The Company has consolidated both ZVV and Lomotif, for which the Company has determined it holds a variable interest. ZVV Media Partners, LLC and Lomotif Private Limited On May 28, 2021, the Company, Vinco Acquisition Corporation and ZASH entered into that certain Second Amendment to their Agreement to Complete a Plan of Merger (the “Second Amendment”) to define certain milestones with dates to be completed to consummate the closing of the Lomotif acquisition and the ZASH merger. On July 19, 2021, ZASH, Lomotif, the Lomotif selling shareholders identified on the signature page to the Lomotif SPA and ZVV, entered into a Deed of Variation and Supplement (the “Deed of Variation”) whereby, among other things, ZASH novated all of its rights and obligations under the Lomotif SPA to ZVV and ZVV assumed all of ZASH’s rights and obligations under the Lomotif SPA as if ZVV had been a party to the Lomotif SPA in place of ZASH. On July 23, 2021, ZVV closed on the transaction which resulted in ZVV acquiring an 80% interest in Lomotif. On July 22, 2021, ZASH and the Company entered into a Second Amended and Restated Limited Liability Company Agreement of ZVV, pursuant to which ZASH and Vinco Ventures each own a 50% voting membership interest in ZVV, ZASH owns a 75% economic interest in ZVV after return of unreturned capital contributions and the Company owns a 25% economic interest in ZVV after return of unreturned capital contributions Note 3 – Acquisitions and Divestitures) Global Clean Solutions, LLC 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”). 250,000 0.001 50,000 699,000 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 $ 1,000,000 200,000 10,000,000 100,000 25,000,000 125,000 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 4 — Variable Interest Entities — (Continued) 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 25 25 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 3 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”). 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 In April 2021, the Company agreed to unwind the joint venture of Ed Roses, LLC and recognized a loss of $ 301,645 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Short-Term Investments
Short-Term Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Short-Term Investments | Note 5 — Short-Term Investments As of September 30, 2021 and December 31, 2020, short-term investments consisted of the following: Schedule of Short-Term Investments September 30, December 31, 2021 2020 Jupiter Wellness, Inc. (JUPW) (i) $ 1,040,000 $ 1,040,000 Unrealized losses (758,000 ) (22,000 ) Total short-term investments $ 282,000 $ 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 1.41 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6 — Property and Equipment, net As of September 30, 2021 and December 31, 2020, property and equipment consisted of the following: Schedule of Property and Equipment September 30, December 31, 2021 2020 Land $ - $ 79,100 Buildings – rental property 58,052 463,635 Building improvements 818,986 800,225 Equipment and machinery 4,286,256 4,122,917 Furniture and fixtures 387,637 368,137 Computer software 111,760 - Molds 79,300 79,300 Vehicles 533,867 521,962 Property, plant and Equipment, gross 6,275,858 6,435,276 Less: accumulated depreciation (5,303,707 ) (5,424,475 ) Total property and equipment, net $ 972,151 $ 1,010,801 Depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 136,312 169,141 , respectively. |
Loan Receivable
Loan Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Loan Receivable | |
Loan Receivable | Note 7 — Loan Receivable As of September 30, 2021 and December 31, 2020, loan receivable consisted of the following: Schedule of Loan Receivable September 30, December 31, 2021 2020 Loans Receivable – Zash Global Media and Entertainment Corporation (i) $ 15,000,000 $ Loans Receivable – PZAJ Holdings, LLC (ii) 3,150,000 Total loans receivable 18,150,000 - (i) On January 29, 2021, the Company loaned $ 5,000,000 2,000,000 6% January 28, 2023 On February 18, 2021, the Company loaned $ 5,000,000 3% August 17, 2023 On June 9, 2021, the Company loaned $ 3,000,000 3% August 17, 2023 (i) On January 29, 2021, the Company loaned $ 5,000,000 and $ 2,000,000 to ZASH. The interest rate on the note is 6% per annum. The maturity date of the loan is January 28, 2023 . The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. On February 18, 2021, the Company loaned $ 5,000,000 to 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. On June 9, 2021, the Company loaned $ 3,000,000 to 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) PZAJ Holdings, LLC (“PZAJ”) is an entertainment company dedicated to the acquisition, financing, development, production, and distribution of films and television projects. ZVV has partnered with PZAJ to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies and or streamed on the recently announced LOMO TV. On June 17, 2021, the Company loaned $ 950,000 2 June 16, 2022 On July 12, 2021, the Company loaned $ 150,000 2 July 17, 2022 On September 8, 2021, the Company loaned $ 2,050,000 2 September 17, 2022 (ii) PZAJ Holdings, LLC (“PZAJ”) is an entertainment company dedicated to the acquisition, financing, development, production, and distribution of films and television projects. ZVV has partnered with PZAJ to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies and or streamed on the recently announced LOMO TV. On June 17, 2021, the Company loaned $ 950,000 2% June 16, 2022 150,000 2% July 17, 2022 2,050,000 2% September 17, 2022 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 8 — Goodwill For the nine months ended September 30, 2021, there was no The Company utilized the simplified test for goodwill impairment. The amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. The valuation methods used in the quantitative fair value assessment was a discounted cash flow method and required management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. |
Intangible assets, net
Intangible assets, net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 9 — Intangible assets, net As of September 30, 2021, intangible assets consisted of the following: Schedule of Intangible Assets Weight Estimated Average Gross Net Useful Useful Carrying Accumulated Carrying Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 years 11.9 $ 670,000 $ 137,722 $ 532,278 Developed technology 7 years 6.8 156,172,041 5,314,266 150,857,775 Membership network 7 years 3.9 1,740,000 766,429 973,571 Digital media 7 years 6.1 1,552,500 194,063 1,358,437 Total finite lived intangible assets $ 160,134,541 $ 6,412,480 $ 153,722,061 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 1,240,000 $ - $ 1,240,000 Total indefinite lived intangible assets $ 1,240,000 $ - $ 1,240,000 Total intangible assets $ 161,374,541 $ 6,412,480 $ 154,962,061 The Company’s preliminary purchase price allocation for the Lomotif acquisition has allocated all of the proceeds in excess of the identifiable tangible assets to developed technology, a identifiable intangible assets (See Note 3 — Acquisitions and Divestitures As of December 31, 2020, intangible assets consisted of the following: Weighted Estimated Average Gross Net Useful Useful Carrying Accumulated Carrying Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 years 12.8 $ 4,270,000 $ 624,223 $ 3,645,777 Developed technology 7 years 5.9 7,400,000 1,330,476 6,069,524 Membership network 7 years 4.7 1,740,000 580,000 1,160,000 Digital media 7 years 6.9 1,552,500 29,464 1,523,036 Total finite lived intangible assets $ 14,962,500 $ 2,564,163 $ 12,398,337 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 3,140,000 $ - $ 3,140,000 Total indefinite lived intangible assets $ 3,140,000 $ - $ 3,140,000 Total intangible assets $ 18,102,500 $ 2,564,163 $ 15,538,337 Amortization expense for the nine months ended September 30, 2021 and 2020 was $ 4,907,365 825,821 The estimated future amortization of intangibles subject to amortization at December 31, 2020 was as follows: Schedule of Intangibles Assets Future Amortization Expenses For the Years Ended December 31, Amount 2021 (excludes amortization through September 30, 2021) $ 5,586,844 2022 22,347,373 2023 22,347,373 2024 22,347,373 2025 22,135,945 Thereafter 58,957,153 Total $ 153,722,061 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 — Debt As of September 30, 2021 and December 31, 2020, debt consisted of the following: Schedule of Long-term Debt September 30, December 31, 2021 2020 Line of credit: Lines of credit $ - $ 1,133,652 Receivable financing - 367,301 Total lines of credit - 1,500,953 Senior convertible notes payable: Senior convertible notes payable– related parties 302,272 1,428,161 Senior convertible notes payable 120,000,000 591,104 Debt issuance costs (91,613,604 ) (280,511 ) Total senior convertible notes payable 28,688,668 1,738,754 Less: current portion of convertible notes payable (28,481,485 ) (577,260 ) Convertible notes payable – related parties, net of current portion 207,183 1,161,494 Notes payable: Notes payable 181,419 1,932,088 Debt issuance costs - (34,997 ) Total notes payable 181,419 1,897,091 Less: current portion of notes payable (15,357 ) (1,301,212 ) Notes payable , net of current portion 166,062 595,879 Notes payable – related parties: Notes payable 2,612,835 2,827,512 Debt issuance costs - (33,833 ) Total notes payable – related parties: 2,612,835 2,793,679 Less: current portion of notes payable – related parties (112,835 ) (1,389,922 ) Notes payable – related parties, net of current portion $ 2,500,000 $ 1,403,757 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 10 — Debt — (Continued) Convertible Notes Payable Hudson Bay Financing – July 2021 On July 22, 2021 (the “Effective Date”), Vinco Ventures, Inc. (the “Company”) consummated the closing of a private placement offering (the “Offering”) whereby pursuant to the Securities Purchase Agreement (the “Purchase Agreement”) entered into by the Company on July 22, 2021 with Hudson Bay Master Fund Ltd (the “Investor”), the Company issued a Senior Secured Convertible Note in the amount of $ 120,000,000 100,000,000 5 0.001 The Note shall carry no interest unless and until an event of default shall occur and the Note matures on July 22, 2022 2.655 18 Pursuant to the Purchase Agreement, the Investor received a Warrant. The Warrant contains an exercise price of $ 2.655 32,697,548 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 $ 1,000,000 The conversion feature on the Note and the Warrants were approved by shareholders on October 14, 2021. 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 5 0.001 18,568,188 3.722 The Note carries an interest rate of 6 February 23, 2022 4.847 12 The Investor fully converted $ 10,000,000 2,063,132 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 10 — Debt — (Continued) Pursuant to the Purchase Agreement, the Investor received a Warrant in an amount equal to 900 3.722 18,568,188 13,968,188 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 1,650,346 3.722 On June 4, 2021, the Company entered into a warrant exercise agreement (the “June 2021 Warrant Agreement”) with the Investor whereby the Company agreed to issue additional warrants, to purchase shares of Common Stock at a per-share exercise price equal to $ 3.30 Subject to the terms of June 2021 Warrant Agreement, the Company shall issue and deliver Incentive Warrants to the Investor to initially purchase zero shares of Common Stock, which number of shares shall be subject to adjustment, including the provision of Incentive Warrants on a 1.75-for-one basis for the additional exercise of each Existing Warrant on or prior to July 7, 2021. During the nine months ended September 30, 2021, the Investor exercised 15,898,188 27,821,829 The June 2021 Warrant Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and termination provisions. 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 5 0.001 15,000,000 0.001 2.00 The Note carries an interest rate of 6 2.00 12 The Investor fully converted $ 12,000,000 41,690 6,020,845 Pursuant to the Purchase Agreement, the Investor received a Warrant in an amount equal to 250 2.00 15,000,000 15,000,000 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 $ 1,080,000 480,000 2.00 On May 24, 2021, the Company entered into a warrant exercise agreement (the “May 2021 Warrant Agreement”) with the Investor who agreed to exercise 2,870,000 3.20 13,070,000 13,070,000 Subject to the terms of May 2021 Warrant Agreement, (i) the Investor shall pay to the Company an amount equal to the exercise price of the January Warrants 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 the Investor 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, including the provision of Incentive Warrants on a one-for-one basis for the additional exercise of each January Warrant on or prior to June 1, 2021. The May 2021 Warrant Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and reimbursement obligations and termination provisions. 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 6 January 29, 2021 2 14,266 260,233 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 10 — Debt — (Continued) 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 6 October 7, 2020 2 10,700 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 45,000 750 41,730 54,830 54,830 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 6 October 7, 2020 2 10,700 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 10 — Debt — (Continued) Notes Payable – Lomotif Private Limited Lomotif Private Limited notes payable consist of the following obligations at September 30, 2021: Schedule of Related Party Notes Payable Original Principal Additional Principal Carrying Value $ 1,260,843 $ 132,562 $ 1,128,281 Note issued on February 10,2021 maturity date on February 9, 2023 3% The principal of the note had the option to automatically convert into common stock based on the valuation at the time of a qualified financing round with accrued interest being forgone or receive a payment equal to the sum of one and a half times (1.5x) the purchase amount. $ 100,000 50,000 150,000 Total $ 100,000 $ 50,000 $ 150,000 Lomotif Private Limited notes payable – related parties consist of the following obligations at September 30, 2021: Original Principal Unamortized Discount Carrying Value Note issued to Zash Global Media and Entertainment on February 23, 2021 February 22, 2028 2% $ 1,500,000 $ - $ 1,500,000 Note issued to Zash Global Media and Entertainment on March 30, 2021 March 28, 2028 2% $ 1,000,000 - 1,000,000 Total $ 2,500,000 $ - $ 2,500,000 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 December 4, 2020 10,000 250,000 200,000 16 50,000 6,250 56,250 40,000 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 April 15, 2020 15 30,000 75,000 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 10 — Debt — (Continued) 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 $ 267,000 250,000 17,000 125,000 86,725 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 $ 107,000 100,000 7,000 50,000 31,755 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 50,000 3,500 25,000 16,797 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 10 — Debt — (Continued) Paycheck Protection Program On April 15, 2020, the Company entered into a loan agreement (the “First Choice PPP Loan”) with First Choice Bank under the Paycheck Protection Program (the “PPP”), which was part of the Coronavirus Aid, Relief, and Economic Security Act administered by the United States Small Business Administration (“SBA”). The Company received proceeds of $ 789,852 789,852 1.00 April 15, 2022 On May 4, 2020, TBD Safety, LLC, the Company’s wholly owned subsidiary, entered into a loan agreement (the “First Home PPP Loan”) with First Home Bank under the PPP. The Company received proceeds of $ 62,500 On April 16, 2021, the First Home PPP Loan was forgiven and the carrying value of $ 62,500 1.00 May 4, 2022 Receivables Financing On February 21, 2020, the Company entered into a receivables financing arrangement for certain receivables of the Company not to exceed $ 1,250,000 85 1 2 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 $ 250,000 200,000 In April 2019, we entered into a receivables financing arrangement for certain receivables of the Company. The agreement allows for borrowings up to 80 1 2 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 outstanding principal and interest was fully settled and paid as of September 30, 2021 for 575,000 The scheduled maturities of the debt for the next five years as of September 30, 2021, are as follows: Schedule of Maturities of Long-term Debt For the Years Ended December 31, Amount 2021 (excluding the nine months ended September 30, 2021) 116,610 2022 122,665,530 2023 314,386 2024 - 2025 - Thereafter - Long-term Debt, Gross 123,096,526 Less: debt discount (91,613,605 ) Long-term Debt $ 31,482,921 For the three and nine months ended September 30, 2021, interest expense was $ 27,012,312 42,422,726 617,314 340,231 847,154 1,571,111 75,692 152,326 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liability | |
Warrant Liability | Note 11 — Warrant Liability For the nine months ended September 30, 2021, the Company issued warrants to purchase shares of the Company’s common stock related to multiple private placements. The warrants are as follows: Schedule of Warrants Issued to Purchase Common Stock Warrant Shares Exercise Price Hudson Bay Warrant; June 4, 2021 20,270,406 $ 3.300 Palladium Capital Warrant; June 4, 2021 115,800 $ 3.300 Hudson Bay Warrant; July 22, 2021 32,697,548 $ 2.655 Hudson Bay Series A Warrant; August 19, 2021 9,561,300 $ 2.655 Hudson Bay Series B Warrant; August 19, 2021* (*) 2,000,000 $ 2.655 Palladium Capital Group Series A Warrant; August 19, 2021 1,640,000 $ 3.200 Palladium Capital Group Series B Warrant; August 19, 2021* (*) 160,000 $ 2.655 Hudson Bay Series A Warrant; September 1, 2021** (**) 12,000,000 $ 9.000 Armistice Capital Series A Warrant; September 1, 2021** (**) 5,000,000 $ 9.000 CVI Investments Series A Warrant; September 1, 2021** (**) 3,000,000 $ 9.000 Hudson Bay Series B Warrant; September 1, 2021* (*) 2,000,000 $ 9.000 Palladium Capital Group Series A Warrant; September 1, 2021 1,600,000 $ 2.655 Palladium Capital Group Series B Warrant; September 1, 2021* (*) 160,000 $ 9.000 Palladium Capital Group Warrant; July 22, 2021 2,615,804 $ 2.655 BHP Capital Warrant; July 23, 2021 1,007,194 $ 2.780 * The Series B Warrant has effective exercise price of $ 0.00 ** On September 8, 2021 and September 14, 2021, Hudson Bay sold 5,000,000 3,000,000 The warrants are subject to anti-dilution adjustments outlined in the Agreement. The warrants issued in the first quarter were classified as a liability with an initial fair value of $ 94,876,534 , of which $ 75,156,534 was immediately expensed and $ 19,720,000 was recorded as a deferred debt discount. The warrants issued in the second quarter were classified as a liability with an initial fair value of $ 133,699,181 which was immediately expensed. The warrants issued in the third quarter were classified as a liability with an initial fair value of $ 290,166,663 , of which $ 206,948,147 was immediately expensed and $ 83,218,516 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. The change in fair value of the warrant liability for the three and nine months ended September 30, 2021 was a loss of $ 287,117,556 and $287,891,003 respectively. As of September 30, 2021, the fair value of the warrant liability was $ 468,612,700 . The warrants were valued using the Monte-Carlo simulation pricing model to calculate the September 30, 2021 fair value of the warrants with the following assumptions: Schedule of Warrant Assumptions Dividend Yield Expected Volatility Risk-free Interest Rate Expected Life Hudson Bay Warrant; June 4, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Warrant; June 4, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Warrant; July 22, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Series A Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Series B Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Series A Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Series B Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Series A Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Series B Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Series A Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Series B Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Warrant; July 22, 2021 0.00 % 131.75 % 0.28 % 2.5 years BHP Capital Warrant; July 23, 2021 0.00 % 131.75 % 0.28 % 2.5 years |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 — Related Party Transactions ZASH Global Media and Entertainment Corporation As of September 30, 2021, Lomotif owed ZASH $ 2,500,000 in original principal amount under two promissory notes. See Note 10 – Debt 3,500,000 during the three and nine months ended September 30, 2021. Magnifi U, Inc. On October 12, 2021, ZVV entered into a promissory note (the “Magnifi U Note”) with Magnifi U, Inc. (“Magnifi U”), pursuant to which ZVV loaned Magnifi U $ 1,500,000 3 October 12, 2023 15 5,000,000 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 Christopher B. Ferguson, our former Chairman and Chief Executive Officer, 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 September 30, 2021 is $ 0 . NL Penn Capital, LP and SRM Entertainment Group LLC As of September 30, 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 former 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 September 30, 2021 and December 31, 2020, the net amount due to related parties was $ 15,401 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 | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies | |
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 ( 3 200,000 120,000 150,000 25,042,464 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 ( 3 200,000 120,000 150,000 100,000 25,042,464 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 ( 3 200,000 120,000 150,000 100,000 25,042,464 On September 23, 2021, Brian McFadden submitted his resignation effective immediately as the Company’s Chief Strategy Officer in order to accept the role as President of the Company’s newly formed subsidiary, Cryptyde, Inc. The Company and Mr. McFadden shall enter into a new Employment Agreement on terms to be agreed upon within 30 days of his acceptance of the role as President of Cryptyde, Inc. 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 and nine months ended September 30, 2021 was $ 163,911 and $ 223,188 , respectively. Total rent expense for the three and nine months ended September 30, 2020 was $ 122,943 and $ 269,709 , respectively. Rent expense is included in general and administrative expense on the consolidated statements of operations. As of September 30, 2021, the Company had operating lease liabilities of $- and right of use assets for operating leases of $ 80,544 . During the three and nine months ended September 30, 2021 and 2020, operating cash outflows relating to operating lease liabilities was $ 5,806 and $ 80,582 respectively, and the expense for right of use assets for operating leases was $ 24,163 and $72,490 , respectively. As of September 30, 2021, the Company’s operating leases had a weighted-average remaining term of 0.9 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. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 13— Commitments and Contingencies — (Continued) Rental Income Fergco leases a portion of the building located in Washington, New Jersey that it owns under a month-to-month lease. Total rental income related to the leased space for both the three and nine months ended September 30, 2021 was $ 17,136 and $ 71,543 , respectively, and is included in other income on the consolidated statements of operations. Total rental income related to the leased space for both the three and nine months ended September 30, 2020 was $ 25,704 and $ 77,111 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. 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. All claims were dismissed and/or settled except for two (2) claims (unfair business practices and defamation) against Gerald Whitt. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 14 — Stockholders’ Equity Common Stock The Company is authorized to issue 250,000,000 107,021,381 14,471,403 On January 29, 2021 (the “Effective Date”), the Company consummated the closing of a private placement offering of $ 3,300,000 1,500,000 5 On July 23, 2021, Vinco entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BHP Capital NY Inc. (the “Purchaser”) whereby Vinco agreed to (i) issue and sell to the Purchaser up to 1,007,194 0.001 2.78 1,007,194 2.78 2,800,000 3 During the nine months ended September 30, 2021, warrant shares of 69,212,800 were exercised and the Company received net proceeds of $ 180,341,414 . Preferred Stock 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 0.001 1,000,000 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 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 0 30,000,000 On May 26, 2021, the Company issued 764,618 1,276,912 The Company is authorized to issue 30,000,000 0 764,618 Stock-Based Compensation On September 4, 2021, the Company’s board of directors approved the Vinco Ventures, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of up to 9,000,000 9,000,000 On July 15, 2020, the Company filed a Registration Statement on Form S-8 registering 1,764,705 258,376 On September 26, 2018, the Compensation Committee of the board of directors approved the terms of compensation to be paid to non-employee directors for fiscal year 2018. Compensation for non-employee directors includes an annual retainer of $ 20,000 5,000 20,000 one year 20,000 30,000 30,000 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 ( 17,220 remaining as of November 19, 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 September 30, 2021: Schedule of Share-based Compensation, Stock Options, Activity 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, September 30, 2021 80,000 $ 7.01 2.9 - Exercisable, September 30, 2021 80,000 $ 7.01 2.9 - As of September 30, 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 2,891,227 shares of common stock to employees for services valued at $ 7,590,664 for the nine months ended September 30, 2021. The Company issued 1,891,272 shares of common stock to vendors for services valued at $ 4,213,602 for the nine months ended September 30, 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. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 14 — Stockholders’ Equity (continued) BHP Capital NY Inc. Private Placement – July 2021 On July 23, 2021, Vinco entered into a Securities Purchase Agreement (the “Purchase Agreement”) with BHP Capital NY Inc. (the “Purchaser”) whereby Vinco agreed to (i) issue and sell to the Purchaser up to 1,007,194 0.001 2.78 1,007,194 2.78 2,800,000 3 Vinco and the Purchaser also entered into a Registration Rights Agreement, dated as of July 23, 2021, whereby Vinco agree to prepare and file, within 40 days of the closing, with the SEC a registration statement covering the resale of all Purchased Shares and Warrant Shares issued and sold to the Purchaser pursuant to the Purchase Agreement. In the event that such registration statement is not filed within 40 days of the closing, or if such registration statement does not become effective within 80 days of its filing, Vinco shall issue an additional 50,360 50,360 BHP Capital NY Inc. Private Placement – January 2021 On January 28, 2021 (the “Effective Date”), the Company consummated the closing of a private placement offering (the “Offering”) whereby pursuant to the Securities Purchase Agreement (the “SPA”) entered into by the Company on January 28, 2021 with BHP Capital NY Inc (the “Investor”), the Company issued 1,500,000 5 0.001 Pursuant to the SPA, the Investor received a Warrant in an amount equal to 100 2.20 1,500,000 The Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”) a Registration Statement by 30 days following the Closing Date to register the Conversion Shares and Warrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the Registration Statement receives comments from the Commission. On June 4, 2021, the Company entered into a warrant exercise agreement (the “Agreement”) with BHP Capital NY Inc. (“BHP”) 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 1,500,000 1,500,000 1,500,000 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 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 2,650,000 150,000 200,000 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 The following table presents the carrying values of the assets and liabilities of our discontinued operations at September 30, 2021 and December 31, 2020, respectively: Schedule of Balance Sheets and Income Operations of Discontinued Operations September 30, 2021 December 31, 2020 Assets Current assets: Accounts receivable, net $ - $ 220,964 Inventory - 559,737 Prepaid expenses and other current assets - 261,980 Total current assets - 1,042,680 Intangible assets, net - 5,739,524 Total assets $ - $ 6,782,204 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ - $ 487,454 Total current liabilities $ - $ 487,454 The following table presents the summary results of operations of our discontinued operations for the three and nine months ended September 30, 2021 and 2020, respectively: 2021 2020 2021 2020 For the Three Months Ended September 30, For the Nine Months 2021 2020 2021 2020 Revenues, net $ - $ 1,729,006 697,883 5,148,814 Cost of revenues - 1,163,630 490,195 3,103,171 Gross profit - 565,376 207,688 2,045,643 Operating expenses: Selling, general and administrative - 856,883 385,888 2,253,011 Operating income - (291,507 ) (178,200 ) (207,366 ) Other (expense) income: (Loss) gain on disposal (153,320 ) - (4,933,900 ) 4,911,760 Total other (expense) income (153,320 ) - (4,933,900 ) 4,911,760 (Loss) income before income taxes (153,320 ) (291,507 ) (5,112,100 ) 4,704,394 Income tax expense - - - - Net (loss) income $ (153,320 ) $ (291,507 ) (5,112,100 ) 4,704,394 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 — Subsequent Events On October 1, 2021, ZVV and ZASH and AdRizer LLC (“AdRizer”) entered into a Letter of Intent (as amended, the “LOI”) for ZASH or ZVV to acquire all the outstanding membership and other equity interests of AdRizer. The LOI has an exclusivity period ending on December 31, 2021. The parties are continuing their negotiations of the structure of the transaction and preparation of definitive documentation for the acquisition. Pursuant to current discussions among the parties, ZVV is expected to acquire all the outstanding membership/equity interests in AdRizer, either via merger, purchase of such membership/equity interests from the AdRizer members, or other transaction structure, as mutually agreed , such that AdRizer will continue as a wholly owned subsidiary of ZVV, for an aggregate purchase price of $ 108,000,000 payable as follows: (i) $ 15,000,000 payable in cash at closing, to be funded by Vinco Ventures as a capital contribution to ZVV, (ii) $ 10,000,000 in cash to be funded by Vinco Ventures as a capital contribution to ZVV, which will be placed in escrow for a period of 12 months after the closing to secure the indemnification obligations of the AdRizer members, and (iii) $ 83,000,000 in common stock of ZASH or Vinco Ventures to be issued two years from (or otherwise locked up for two years from) the closing date, subject to conditions to be agreed upon. The stock consideration value will be based on a mutually agreeable valuation. In addition, ZASH or ZVV are expected to invest a minimum of $ 5,000,000 $ 1,000,000 1,000,000 On October 2, 2021, Vinco Ventures, Inc.’s wholly owned subsidiary, Cryptyde, Inc., filed Articles of Organization with the State of Nevada to form CW Machines, LLC. The formation of CW Machines, LLC is part of a joint venture with Wattum Management, Inc. On October 8, 2021, the Company issued 56,250 shares of common stock to a consultant for services performed in connection with EVNT Platform, LLC. On October 12, 2021, ZVV entered into a promissory note (the “Magnifi U Note”) with Magnifi U, Inc. (“Magnifi U”), pursuant to which ZVV loaned Magnifi U $1,500,000. The Magnifi U Note bears interest at 3% annually and Magnifi U is obligated to pay the full amount of principal and interest in one balloon payment on October 12, 2023. On October 14, 2021, the Company’s wholly owned subsidiary, Cryptyde, Inc. (the “Lender”), entered into a Senior Secured Promissory Note (the “Note”) with Wattum Management, Inc. (the “Borrower”) to loan funds in the principal amount of $ 4,000,000 5% 25 years October 12, 2026 On October 19, 2021, the Company issued 6,672,710 On October 26, 2021, the Company issued 7,222,804 On October 27, 2021, the Company issued 1,007,194 The following events occurred on October 19, 2021: Christopher Ferguson, tendered his resignation as (i) the Company’s Chief Executive Officer, effective October 25, 2021 and (ii) Chairman of the Board of Directors, effective October 19, 2021. Lisa King has been appointed as the Company’s Chief Executive Officer and President, effective October 25, 2021. The Company and Ms. King are entering into an employment agreement to be effective as of October 25, 2021. Stephen Garrow has been appointed as the Company’s Chief Operating Officer, effective October 25, 2021. The Company and Mr. Garrow are entering into an employment agreement to be effective as of October 25, 2021. Philip Jones is expected to be appointed as the Company’s Chief Financial Officer, effective on or about November 23, 2021. The Company and Mr. Jones plan to enter into an employment agreement to be effective as of the date of Mr. Jones’ appointment as the Chief Financial Officer. On November 1, 2021, the Company announced that its wholly owned subsidiary, Cryptyde, Inc., had entered into a joint venture with Wattum Management, Inc. to launch a newly formed entity, CW Machines, LLC, to sale turnkey BTC mining operations. On November 8, 2021, Cryptyde, Inc. filed its Form 10 registration statement with the United States Securities and Exchange Commission in connection with the planned spinoff of selected subsidiaries, Cryptyde, Inc., Ferguson Containers, Inc., EVNT Platform, LLC and Cryptyde Shared Services, LLC. On November 11, 2021, the Company and Hudson Bay Master Fund Ltd (the “Holder”) entered into a Warrant Exercise Agreement (the “November WEA”), whereby, the Company and the Holder agreed the Holder would exercise 2,438,700 9,561,300 4.527 The proceeds to the Company from the exercise of the Exercised Warrants were approximately $ 31.86 Subject to the satisfaction (or waiver) of the conditions set forth in the November WEA, (i) the Holder shall pay to the Company an amount equal to the Exercise Price multiplied by the applicable Exercised Warrant Shares, (ii) the Company shall issue and deliver to the Holder the Exercised Warrant Shares of the Exercised Warrants, and (iii) the Company shall issue and deliver to the Holder November Warrants to initially purchase an aggregate number of shares equal to 125% of the number of Exercised Warrant Shares plus the number of any other shares issued to the Holder upon the exercise of other outstanding warrants or the conversion of the Company’s outstanding convertible notes prior to December 31, 2021, which number of shares shall be subject to adjustments as set forth therein. Additionally, the parties executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file an initial registration statement with respect to the shares of Common Stock underlying the Registrable Securities by January 15, 2022. Pursuant to the November WEA, by no later than one hundred twenty (120) calendar days after the Closing Date, the Company shall file with the Securities and Exchange Commission a definitive proxy statement for a special meeting of the stockholders of Common Stock (the “Stockholder Meeting”), soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions providing for (i) 300,000,000 0.65 On November 11, 2021, the Company’s wholly owned subsidiary, Cryptyde, Inc. (“TYDE”), and entered into an Amendment Agreement (the “Amendment Agreement”) whereby the parties agreed that, subject to the satisfaction (or waiver) of the conditions set forth in the Amendment Agreement: (i) the Holder shall amend its right to receive the Spin-off Distribution in the form of shares of TYDE’s common stock (“TYDE Common Stock”) and to receive instead a warrant issued by TYDE to purchase TYDE Common Stock for such number of shares of TYDE Common Stock that the Holder would have been entitled to receive in the Spin-off Distribution had the Holder exercised all its Company Warrants on the record date for the Spin-off Distribution (the “TYDE Warrant”); and (ii) contemporaneously with the entry into the Amendment Agreement, for TYDE and the Holder to enter into a registration rights agreement (the “TYDE Registration Rights Agreement”) to provide for all Registrable Securities to be covered by a registration statement filed and declared effective on or prior to the distribution date of the Spin-off Transactions. The Company agreed to issue to the Holder the November Warrant pursuant to the terms and conditions set forth in the November WEA and (ii) TYDE agreed to issue to the Holder the TYDE Warrant pursuant to the terms and conditions set forth in the Amendment Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Vinco Ventures, Inc. and its wholly-owned, majority owned subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated. |
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, and Restricted Cash | Cash and Cash Equivalents, and Restricted Cash 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. Restricted cash includes cash held in a bank under a deposit account control agreement with Hudson Bay Master Fund. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) 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 $ 149,937,549 of cash and cash equivalents at September 30, 2021 of which none was held in foreign bank accounts and $ 147,451,668 was not covered by FDIC insurance limits as of September 30, 2021. The Company had $ 100,000,000 Note 10 — Debt |
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. Two customers represented 34 14 |
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 5 5 7 6 10 10 15 5 5 5 7 40 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We record intangible assets based on their fair value on the date of acquisition. Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired. We perform an impairment assessment of goodwill on an annual basis, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business. We may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, we assess various factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of the qualitative assessment indicate that it is more likely than not that our goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. We may also elect to perform a quantitative analysis of goodwill initially rather than using a qualitative approach. The impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, requires our management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation of goodwill is affected by, among other things, our business plan for the future and estimated results of future operations. Future events could cause us to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired. Intangible assets include the cost of developed technology, customer relationships, trademarks and identifiable media platforms. Intangible assets are amortized utilizing the straight-line method over their remaining economic useful lives. Vinco Ventures reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded. |
Revenue Recognition | Revenue Recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) 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 or service is transferred to the customer, which is upon delivery of the goods or service to the customer. Goods include non-fungible tokens and revencues are recognized when the rights of the non-fungible token are transferred 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. |
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 Company’s disaggregated revenues for the three and nine months ended September 30, 2021 and 2020 was as follows: Schedule of Disaggregation of Revenue For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Revenues: Product sales $ 1,123,966 $ 2,408,248 $ 6,303,646 $ 9,444,452 Media platform sales 1,042,898 - 1,042,898 - Service - 800 - 800 Licensing 65,122 113,093 142,415 204,217 Total revenues, net $ 2,231,986 $ 2,522,141 $ 7,488,959 $ 9,649,469 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) For the three and nine months ended September 30, 2021 and 2020, the following customer represented more than 10% of total net revenues: Schedule of Revenue from External Customers For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Customer: Customer A 7 % 0 10 % 0 * Customer did not represent greater than 10% of total net revenue. For the three and nine months ended September 30, 2021 and 2020, the following geographical regions represented more than 10% of total net revenues: Schedule of Revenue by Geographical Areas For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Region: North America 100 % 79 % 100 % 89 % Europe 0 % 17 % 0 % 10 % * Region did not represent greater than 10% of total net revenue. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) |
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 September 30, 2021 is presented below: Schedule of Fair Value of Financial Assets and Liabilities Fair Value Measurements as of September 30, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 282,000 $ - $ - Liabilities: Warrant liability - - 468,612,700 Total 282,000 - 468,612,700 The following fair value of financial assets and liabilities and the input level used to determine the fair value at December 31, 2020 is presented below: Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Assets: Short-term investments $ 282,000 $ - $ - Total 282,000 - - 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 nine months ended September 30, 2021: Schedule of Reconciliation of Liabilities Measured at Fair Value Warrant Liability (Level 3) Balance, December 31, 2020 $ - Issuance of warrants 518,742,375 Change in fair value 287,891,005 Exercise of warrants (338,020,680 ) Balance, September 30, 2021 $ 468,612,700 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 (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. Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) |
Foreign Currency Translation | Foreign Currency Translation The Company uses the United States dollar as its functional and reporting currency since the majority of the Company’s revenues, expenses, assets and liabilities are in the United States. Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the three and nine months ended September 30, 2021 and 2020 and the cumulative translation gains and losses as of September 30, 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 September 30, 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. Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share September 30, September 30, 2021 2020 Selling Agent Warrants - 160,492 Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT, LLC 1,000,000 - Placement Agent Warrants 6,291,604 - Options 80,000 80,000 Convertible shares under notes payable 30,060,454 558,803 Warrants for noteholders 86,529,254 625,000 Warrants for investors 1,007,194 - Restricted stock units - 120,000 Series B Convertible Stock - - Shares to be issued 1,150,796 165,000 Total $ 126,119,302 $ 1,709,295 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Summary of Significant Accounting Policies — (Continued) |
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 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 | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with multiple product offerings. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | Schedule of Disaggregation of Revenue For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Revenues: Product sales $ 1,123,966 $ 2,408,248 $ 6,303,646 $ 9,444,452 Media platform sales 1,042,898 - 1,042,898 - Service - 800 - 800 Licensing 65,122 113,093 142,415 204,217 Total revenues, net $ 2,231,986 $ 2,522,141 $ 7,488,959 $ 9,649,469 |
Schedule of Revenue from External Customers | For the three and nine months ended September 30, 2021 and 2020, the following customer represented more than 10% of total net revenues: Schedule of Revenue from External Customers For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Customer: Customer A 7 % 0 10 % 0 * Customer did not represent greater than 10% of total net revenue. |
Schedule of Revenue by Geographical Areas | For the three and nine months ended September 30, 2021 and 2020, the following geographical regions represented more than 10% of total net revenues: Schedule of Revenue by Geographical Areas For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Region: North America 100 % 79 % 100 % 89 % Europe 0 % 17 % 0 % 10 % * Region did not represent greater than 10% of total net revenue. |
Schedule of Fair Value of Financial Assets and Liabilities | The following fair value of financial assets and liabilities and the input level used to determine the fair value at September 30, 2021 is presented below: Schedule of Fair Value of Financial Assets and Liabilities Fair Value Measurements as of September 30, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 282,000 $ - $ - Liabilities: Warrant liability - - 468,612,700 Total 282,000 - 468,612,700 The following fair value of financial assets and liabilities and the input level used to determine the fair value at December 31, 2020 is presented below: Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Assets: Short-term investments $ 282,000 $ - $ - Total 282,000 - - |
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 nine months ended September 30, 2021: Schedule of Reconciliation of Liabilities Measured at Fair Value Warrant Liability (Level 3) Balance, December 31, 2020 $ - Issuance of warrants 518,742,375 Change in fair value 287,891,005 Exercise of warrants (338,020,680 ) Balance, September 30, 2021 $ 468,612,700 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | As of September 30, 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. Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share September 30, September 30, 2021 2020 Selling Agent Warrants - 160,492 Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT, LLC 1,000,000 - Placement Agent Warrants 6,291,604 - Options 80,000 80,000 Convertible shares under notes payable 30,060,454 558,803 Warrants for noteholders 86,529,254 625,000 Warrants for investors 1,007,194 - Restricted stock units - 120,000 Series B Convertible Stock - - Shares to be issued 1,150,796 165,000 Total $ 126,119,302 $ 1,709,295 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Acquisition [Line Items] | |
Summary of Aggregate Purchase Price Consideration Paid | The following table summarizes the aggregate purchase price consideration paid for the acquisition of the asset: Summary of Aggregate Purchase Price Consideration Paid April 17, 2021 Fair value of shares reserved for future issuance $ 7,400,000 Fair value of assumed notes payable 151,987 Total 7,551,987 |
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: Schedule of Business Combination of Assets and Liabilities February 17, 2020 Accounts payable 4,005,605 Accrued Expenses 370,289 Income Tax Payable 14,473 Notes Payable 900,000 Non-Controlling Interest 26,393 Shares to be issued to Buyer (405,000 ) Gain on divestiture $ 4,911,760 |
B T L [Member] | |
Business Acquisition [Line Items] | |
Schedule of Loss on Income Operations of Discontinued Operations | The table below shows the assets that the Company transferred to BTL and the components of the loss on discontinued operations: Schedule of Loss on Income Operations of Discontinued Operations April 21, 2021 Cash received from buyer 2,529,565 Accounts receivable (293,005 ) Inventory (665,522 ) Prepaid expenses (160,666 ) Intangible assets (5,540,952 ) Loss on divestiture 4,130,580 Operating loss of discontinued operations 178,200 Bankruptcy costs 803,320 Loss on discontinued operations 5,112,100 |
Lomotif [Member] | |
Business Acquisition [Line Items] | |
Summary of Aggregate Purchase Price Consideration Paid | Summary of Aggregate Purchase Price Consideration Paid Lomotif Cash paid $ 92,000,000 Fair value of issued shares 8,882,500 Issuance of debt selling shareholder* (*) 8,000,000 Fair value of conversion feature to selling shareholder* 882,500 Purchase consideration $ 109,765,000 |
Summary of Preliminary Purchase Price Allocation of Fair Values of the Assets Acquired and Liabilities Assumed | The Company believes that this combination will strengthen its future growth opportunities in digital media and content technologies. The Company accounted for this acquisition as a business combination under the acquisition method of accounting. The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed at the date of acquisition: Summary of Preliminary Purchase Price Allocation of Fair Values of the Assets Acquired and Liabilities Assumed Lomotif Cash and cash equivalents $ 1,238,800 Prepaid expenses and other current assets 247,458 Property and equipment 91,007 Intangible assets 143,237,848 Total assets acquired 144,815,113 Debt 5,567,794 Accounts payable 706,531 Accrued expenses and other liabilities 1,334,538 Total liabilities assumed 7,608,863 Noncontrolling interest (27,441,250 ) Total assets acquired, net 109,765,000 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021: Schedule of Variable Interest Entities September 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 8,931,879 $ 10,481 Accounts receivable, net - 94,195 Inventory - 240,158 Loans receivable 17,050,000 Intangible assets, net - Prepaid expenses and other current assets 2,462,552 - Total current assets 28,444,431 344,834 Property and equipment, net 135,108 - Intangible assets, net 139,932,672 Total assets $ 168,512,211 $ 344,834 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 823,449 $ 217,558 Accrued expenses and other current liabilities 1,579,729 113,576 Lines of credit - 1,133,652 Notes payable, current - 150,000 Due to related party 315,666 315,666 Total current liabilities 2,718,844 1,930,452 Debt 2,650,000 - Total liabilities $ 5,368,844 $ 1,930,452 Vinco Ventures, Inc. and Subsidiaries NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 4 — Variable Interest Entities — (Continued) The following table presents the operations of entities that are VIEs and consolidated by the Company at September 30, 2021: 2021 2020 2021 2020 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Revenues, net $ - $ 184,715 $ 307,339 $ 1,459,192 Cost of revenues - 69,191 93,685 1,064,114 Gross profit - 115,524 213,654 395,078 Operating expenses: Selling, general and administrative 11,761,747 91,114 11,866,488 294,676 Operating (loss) income (11,761,747 ) 24,410 (11,652,834 ) 100,402 Other (expense) income: Interest expense (155,476 ) (73,840 ) (163,236 ) (130,796 ) Other income 98,353 98,353 Total other (expense) income (57,123 ) (73,840 ) (64,883 ) (130,796 ) Loss before income taxes (11,818,870 ) (49,430 ) (11,717,717 ) (30,394 ) Income tax expense - - - - Net loss $ (11,818,870 ) $ (49,430 ) $ (11,717,717 ) $ (30,394 ) |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of Short-Term Investments | As of September 30, 2021 and December 31, 2020, short-term investments consisted of the following: Schedule of Short-Term Investments September 30, December 31, 2021 2020 Jupiter Wellness, Inc. (JUPW) (i) $ 1,040,000 $ 1,040,000 Unrealized losses (758,000 ) (22,000 ) Total short-term investments $ 282,000 $ 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 1.41 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of September 30, 2021 and December 31, 2020, property and equipment consisted of the following: Schedule of Property and Equipment September 30, December 31, 2021 2020 Land $ - $ 79,100 Buildings – rental property 58,052 463,635 Building improvements 818,986 800,225 Equipment and machinery 4,286,256 4,122,917 Furniture and fixtures 387,637 368,137 Computer software 111,760 - Molds 79,300 79,300 Vehicles 533,867 521,962 Property, plant and Equipment, gross 6,275,858 6,435,276 Less: accumulated depreciation (5,303,707 ) (5,424,475 ) Total property and equipment, net $ 972,151 $ 1,010,801 |
Loan Receivable (Tables)
Loan Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Loan Receivable | |
Schedule of Loan Receivable | As of September 30, 2021 and December 31, 2020, loan receivable consisted of the following: Schedule of Loan Receivable September 30, December 31, 2021 2020 Loans Receivable – Zash Global Media and Entertainment Corporation (i) $ 15,000,000 $ Loans Receivable – PZAJ Holdings, LLC (ii) 3,150,000 Total loans receivable 18,150,000 - (i) On January 29, 2021, the Company loaned $ 5,000,000 2,000,000 6% January 28, 2023 On February 18, 2021, the Company loaned $ 5,000,000 3% August 17, 2023 On June 9, 2021, the Company loaned $ 3,000,000 3% August 17, 2023 (i) On January 29, 2021, the Company loaned $ 5,000,000 and $ 2,000,000 to ZASH. The interest rate on the note is 6% per annum. The maturity date of the loan is January 28, 2023 . The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. On February 18, 2021, the Company loaned $ 5,000,000 to 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. On June 9, 2021, the Company loaned $ 3,000,000 to 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) PZAJ Holdings, LLC (“PZAJ”) is an entertainment company dedicated to the acquisition, financing, development, production, and distribution of films and television projects. ZVV has partnered with PZAJ to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies and or streamed on the recently announced LOMO TV. On June 17, 2021, the Company loaned $ 950,000 2 June 16, 2022 On July 12, 2021, the Company loaned $ 150,000 2 July 17, 2022 On September 8, 2021, the Company loaned $ 2,050,000 2 September 17, 2022 (ii) PZAJ Holdings, LLC (“PZAJ”) is an entertainment company dedicated to the acquisition, financing, development, production, and distribution of films and television projects. ZVV has partnered with PZAJ to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies and or streamed on the recently announced LOMO TV. On June 17, 2021, the Company loaned $ 950,000 2% June 16, 2022 150,000 2% July 17, 2022 2,050,000 2% September 17, 2022 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of September 30, 2021, intangible assets consisted of the following: Schedule of Intangible Assets Weight Estimated Average Gross Net Useful Useful Carrying Accumulated Carrying Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 years 11.9 $ 670,000 $ 137,722 $ 532,278 Developed technology 7 years 6.8 156,172,041 5,314,266 150,857,775 Membership network 7 years 3.9 1,740,000 766,429 973,571 Digital media 7 years 6.1 1,552,500 194,063 1,358,437 Total finite lived intangible assets $ 160,134,541 $ 6,412,480 $ 153,722,061 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 1,240,000 $ - $ 1,240,000 Total indefinite lived intangible assets $ 1,240,000 $ - $ 1,240,000 Total intangible assets $ 161,374,541 $ 6,412,480 $ 154,962,061 The Company’s preliminary purchase price allocation for the Lomotif acquisition has allocated all of the proceeds in excess of the identifiable tangible assets to developed technology, a identifiable intangible assets (See Note 3 — Acquisitions and Divestitures As of December 31, 2020, intangible assets consisted of the following: Weighted Estimated Average Gross Net Useful Useful Carrying Accumulated Carrying Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 years 12.8 $ 4,270,000 $ 624,223 $ 3,645,777 Developed technology 7 years 5.9 7,400,000 1,330,476 6,069,524 Membership network 7 years 4.7 1,740,000 580,000 1,160,000 Digital media 7 years 6.9 1,552,500 29,464 1,523,036 Total finite lived intangible assets $ 14,962,500 $ 2,564,163 $ 12,398,337 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 3,140,000 $ - $ 3,140,000 Total indefinite lived intangible assets $ 3,140,000 $ - $ 3,140,000 Total intangible assets $ 18,102,500 $ 2,564,163 $ 15,538,337 |
Schedule of Intangibles Assets Future Amortization Expenses | The estimated future amortization of intangibles subject to amortization at December 31, 2020 was as follows: Schedule of Intangibles Assets Future Amortization Expenses For the Years Ended December 31, Amount 2021 (excludes amortization through September 30, 2021) $ 5,586,844 2022 22,347,373 2023 22,347,373 2024 22,347,373 2025 22,135,945 Thereafter 58,957,153 Total $ 153,722,061 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of September 30, 2021 and December 31, 2020, debt consisted of the following: Schedule of Long-term Debt September 30, December 31, 2021 2020 Line of credit: Lines of credit $ - $ 1,133,652 Receivable financing - 367,301 Total lines of credit - 1,500,953 Senior convertible notes payable: Senior convertible notes payable– related parties 302,272 1,428,161 Senior convertible notes payable 120,000,000 591,104 Debt issuance costs (91,613,604 ) (280,511 ) Total senior convertible notes payable 28,688,668 1,738,754 Less: current portion of convertible notes payable (28,481,485 ) (577,260 ) Convertible notes payable – related parties, net of current portion 207,183 1,161,494 Notes payable: Notes payable 181,419 1,932,088 Debt issuance costs - (34,997 ) Total notes payable 181,419 1,897,091 Less: current portion of notes payable (15,357 ) (1,301,212 ) Notes payable , net of current portion 166,062 595,879 Notes payable – related parties: Notes payable 2,612,835 2,827,512 Debt issuance costs - (33,833 ) Total notes payable – related parties: 2,612,835 2,793,679 Less: current portion of notes payable – related parties (112,835 ) (1,389,922 ) Notes payable – related parties, net of current portion $ 2,500,000 $ 1,403,757 |
Schedule of Related Party Notes Payable | Lomotif Private Limited notes payable consist of the following obligations at September 30, 2021: Schedule of Related Party Notes Payable Original Principal Additional Principal Carrying Value $ 1,260,843 $ 132,562 $ 1,128,281 Note issued on February 10,2021 maturity date on February 9, 2023 3% The principal of the note had the option to automatically convert into common stock based on the valuation at the time of a qualified financing round with accrued interest being forgone or receive a payment equal to the sum of one and a half times (1.5x) the purchase amount. $ 100,000 50,000 150,000 Total $ 100,000 $ 50,000 $ 150,000 Lomotif Private Limited notes payable – related parties consist of the following obligations at September 30, 2021: Original Principal Unamortized Discount Carrying Value Note issued to Zash Global Media and Entertainment on February 23, 2021 February 22, 2028 2% $ 1,500,000 $ - $ 1,500,000 Note issued to Zash Global Media and Entertainment on March 30, 2021 March 28, 2028 2% $ 1,000,000 - 1,000,000 Total $ 2,500,000 $ - $ 2,500,000 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of the debt for the next five years as of September 30, 2021, are as follows: Schedule of Maturities of Long-term Debt For the Years Ended December 31, Amount 2021 (excluding the nine months ended September 30, 2021) 116,610 2022 122,665,530 2023 314,386 2024 - 2025 - Thereafter - Long-term Debt, Gross 123,096,526 Less: debt discount (91,613,605 ) Long-term Debt $ 31,482,921 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrant Liability | |
Schedule of Warrants Issued to Purchase Common Stock | For the nine months ended September 30, 2021, the Company issued warrants to purchase shares of the Company’s common stock related to multiple private placements. The warrants are as follows: Schedule of Warrants Issued to Purchase Common Stock Warrant Shares Exercise Price Hudson Bay Warrant; June 4, 2021 20,270,406 $ 3.300 Palladium Capital Warrant; June 4, 2021 115,800 $ 3.300 Hudson Bay Warrant; July 22, 2021 32,697,548 $ 2.655 Hudson Bay Series A Warrant; August 19, 2021 9,561,300 $ 2.655 Hudson Bay Series B Warrant; August 19, 2021* (*) 2,000,000 $ 2.655 Palladium Capital Group Series A Warrant; August 19, 2021 1,640,000 $ 3.200 Palladium Capital Group Series B Warrant; August 19, 2021* (*) 160,000 $ 2.655 Hudson Bay Series A Warrant; September 1, 2021** (**) 12,000,000 $ 9.000 Armistice Capital Series A Warrant; September 1, 2021** (**) 5,000,000 $ 9.000 CVI Investments Series A Warrant; September 1, 2021** (**) 3,000,000 $ 9.000 Hudson Bay Series B Warrant; September 1, 2021* (*) 2,000,000 $ 9.000 Palladium Capital Group Series A Warrant; September 1, 2021 1,600,000 $ 2.655 Palladium Capital Group Series B Warrant; September 1, 2021* (*) 160,000 $ 9.000 Palladium Capital Group Warrant; July 22, 2021 2,615,804 $ 2.655 BHP Capital Warrant; July 23, 2021 1,007,194 $ 2.780 * The Series B Warrant has effective exercise price of $ 0.00 ** On September 8, 2021 and September 14, 2021, Hudson Bay sold 5,000,000 3,000,000 |
Schedule of Warrant Assumptions | The warrants were valued using the Monte-Carlo simulation pricing model to calculate the September 30, 2021 fair value of the warrants with the following assumptions: Schedule of Warrant Assumptions Dividend Yield Expected Volatility Risk-free Interest Rate Expected Life Hudson Bay Warrant; June 4, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Warrant; June 4, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Warrant; July 22, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Series A Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Series B Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Series A Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Series B Warrant; August 19, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Series A Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years Hudson Bay Series B Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Series A Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Series B Warrant; September 1, 2021 0.00 % 131.75 % 0.28 % 2.5 years Palladium Capital Group Warrant; July 22, 2021 0.00 % 131.75 % 0.28 % 2.5 years BHP Capital Warrant; July 23, 2021 0.00 % 131.75 % 0.28 % 2.5 years |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option awards outstanding at September 30, 2021: Schedule of Share-based Compensation, Stock Options, Activity 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, September 30, 2021 80,000 $ 7.01 2.9 - Exercisable, September 30, 2021 80,000 $ 7.01 2.9 - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and December 31, 2020, respectively: Schedule of Balance Sheets and Income Operations of Discontinued Operations September 30, 2021 December 31, 2020 Assets Current assets: Accounts receivable, net $ - $ 220,964 Inventory - 559,737 Prepaid expenses and other current assets - 261,980 Total current assets - 1,042,680 Intangible assets, net - 5,739,524 Total assets $ - $ 6,782,204 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ - $ 487,454 Total current liabilities $ - $ 487,454 The following table presents the summary results of operations of our discontinued operations for the three and nine months ended September 30, 2021 and 2020, respectively: 2021 2020 2021 2020 For the Three Months Ended September 30, For the Nine Months 2021 2020 2021 2020 Revenues, net $ - $ 1,729,006 697,883 5,148,814 Cost of revenues - 1,163,630 490,195 3,103,171 Gross profit - 565,376 207,688 2,045,643 Operating expenses: Selling, general and administrative - 856,883 385,888 2,253,011 Operating income - (291,507 ) (178,200 ) (207,366 ) Other (expense) income: (Loss) gain on disposal (153,320 ) - (4,933,900 ) 4,911,760 Total other (expense) income (153,320 ) - (4,933,900 ) 4,911,760 (Loss) income before income taxes (153,320 ) (291,507 ) (5,112,100 ) 4,704,394 Income tax expense - - - - Net (loss) income $ (153,320 ) $ (291,507 ) (5,112,100 ) 4,704,394 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 25, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||
Loss on disposal of interest in joint venture | $ 301,645 | $ 301,645 | ||||||||
Operating Income (Loss) | 25,169,273 | 1,601,054 | 40,889,402 | 5,409,897 | ||||||
Operating Income Loss from Non-cash Activities | 21,416,921 | |||||||||
Business Acquisition Proforma Selling General and Administrative | 6,528,000 | |||||||||
Assets, Current | 174,916,076 | 174,916,076 | $ 5,342,183 | |||||||
Liabilities, Current | 37,427,946 | 37,427,946 | 11,285,663 | |||||||
Working capital | 137,488,130 | 137,488,130 | ||||||||
Convertible Notes Payable, Current | 28,481,485 | 28,481,485 | 577,260 | |||||||
Assets | 336,914,684 | 336,914,684 | 28,028,207 | |||||||
Liabilities | 508,913,890 | 508,913,890 | 14,505,506 | |||||||
Derivative Liability, Noncurrent | 468,612,700 | 468,612,700 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 171,999,206 | $ (10,624,982) | 171,999,206 | $ (10,624,982) | $ 27,543,712 | $ (13,522,701) | $ (10,940,502) | $ (7,454,432) | ||
Proceeds from received | $ 45,959,160 | |||||||||
Ed Roses L L C [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Loss on disposal of interest in joint venture | $ 301,645 | |||||||||
ZVV Media Partners LLC [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | 50.00% | ||||||||
Global Clean Solutions [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | 50.00% | ||||||||
Lomotif Private Limited [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | 80.00% | 80.00% | |||||||
Lomotif Inc [Member] | ||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Product Information [Line Items] | ||||
Total revenues, net | $ 2,231,986 | $ 2,522,141 | $ 7,488,959 | $ 9,649,469 |
Product [Member] | ||||
Product Information [Line Items] | ||||
Total revenues, net | 1,123,966 | 2,408,248 | 6,303,646 | 9,444,452 |
Media Platform [Member] | ||||
Product Information [Line Items] | ||||
Total revenues, net | 1,042,898 | 1,042,898 | ||
Service [Member] | ||||
Product Information [Line Items] | ||||
Total revenues, net | 800 | 800 | ||
Licensing Revenues [Member] | ||||
Product Information [Line Items] | ||||
Total revenues, net | $ 65,122 | $ 113,093 | $ 142,415 | $ 204,217 |
Schedule of Revenue from Extern
Schedule of Revenue from External Customers (Details) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 7.00% | 0.00% | [1] | 10.00% | 0.00% | [1] |
[1] | Customer did not represent greater than 10% of total net revenue. |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographical Areas (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |||
North America [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 100.00% | 79.00% | 100.00% | 89.00% | ||
Europe [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 0.00% | [1] | 17.00% | 0.00% | [1] | 10.00% |
[1] | Region did not represent greater than 10% of total net revenue. |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets and Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investments | $ 282,000 | $ 1,018,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investments | 282,000 | 282,000 |
Warrant liability | ||
Total | 282,000 | 282,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investments | ||
Warrant liability | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investments | ||
Warrant liability | 468,612,700 | |
Total | $ 468,612,700 |
Schedule of Reconciliation of L
Schedule of Reconciliation of Liabilities Measured at Fair Value (Details) - Fair Value, Inputs, Level 3 [Member] - Warrant Liability [Member] | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Beginning Balance | |
Issuance of warrants | 518,742,375 |
Change in fair value | 287,891,005 |
Exercise of warrants | (338,020,680) |
Ending Balance | $ 468,612,700 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 126,119,302 | 1,709,295 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ||
Selling Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 160,492 | |
Shares Reserved In Exchange For The Cancellation Of Certain Non Voting Membership Interest In E V N T L L C [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,000,000 | |
Placement Agent Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,291,604 | |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 80,000 | 80,000 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,060,454 | 558,803 |
Warrants For Noteholders [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 86,529,254 | 625,000 |
Warrants For Investors [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,007,194 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 120,000 | |
Shares To Be Issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,150,796 | 165,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||||||
Sep. 30, 2021 | Jul. 31, 2021 | Feb. 23, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | |||||||
Cash and cash equivalents | $ 149,937,549 | $ 249,356 | $ 384,604 | $ 412,719 | |||
Cash, Uninsured Amount | $ 147,451,668 | ||||||
Software Development [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 5 years | ||||||
Tools, Dies and Molds [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 5 years | ||||||
Building [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 40 years | ||||||
Minimum [Member] | Office Equipment [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 3 years | ||||||
Minimum [Member] | Furniture and Fixtures [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 5 years | ||||||
Minimum [Member] | Machinery and Equipment [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 6 years | ||||||
Minimum [Member] | Building Improvements [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 10 years | ||||||
Minimum [Member] | Vehicles [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 5 years | ||||||
Maximum [Member] | Office Equipment [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 5 years | ||||||
Maximum [Member] | Furniture and Fixtures [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 7 years | ||||||
Maximum [Member] | Machinery and Equipment [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 10 years | ||||||
Maximum [Member] | Building Improvements [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 15 years | ||||||
Maximum [Member] | Vehicles [Member] | |||||||
Product Information [Line Items] | |||||||
Property, plant and equipment, useful life | 7 years | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||||
Product Information [Line Items] | |||||||
Percentage of accounts receivables | 34.00% | ||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||||
Product Information [Line Items] | |||||||
Percentage of accounts receivables | 14.00% | ||||||
Senior Convertible Notes Payable [Member] | |||||||
Product Information [Line Items] | |||||||
Convertible Notes Payable | $ 28,688,668 | $ 1,738,754 | |||||
Securities Purchase Agreement [Member] | Senior Convertible Notes Payable [Member] | |||||||
Product Information [Line Items] | |||||||
Convertible Notes Payable | $ 100,000,000 | $ 10,000,000 | $ 12,000,000 |
Summary of Aggregate Purchase P
Summary of Aggregate Purchase Price Consideration Paid (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Apr. 17, 2021 | ||
Business Acquisition [Line Items] | |||
Fair value of shares reserved for future issuance | $ 7,400,000 | ||
Fair value of assumed notes payable | 151,987 | ||
Total | $ 7,551,987 | ||
Lomotif [Member] | |||
Business Acquisition [Line Items] | |||
Cash paid | $ 92,000,000 | ||
Fair value of issued shares | 8,882,500 | ||
Issuance of debt selling shareholder | [1] | 8,000,000 | |
Fair value of conversion feature to selling shareholder | [1] | 882,500 | |
Purchase consideration | $ 109,765,000 | ||
[1] | The full amount of $ 8,000,000 2,750,000 |
Summary of Aggregate Purchase_2
Summary of Aggregate Purchase Price Consideration Paid (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Business Combination and Asset Acquisition [Abstract] | |
Conversion of Stock, Amount | $ | $ 8,000,000 |
Conversion of Stock, Shares | shares | 2,750,000 |
Summary of Preliminary Purchase
Summary of Preliminary Purchase Price Allocation of Fair Values of the Assets Acquired and Liabilities Assumed (Details) - Lomotif [Member] | Sep. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 1,238,800 |
Prepaid expenses and other current assets | 247,458 |
Property and equipment | 91,007 |
Intangible assets | 143,237,848 |
Total assets acquired | 144,815,113 |
Debt | 5,567,794 |
Accounts payable | 706,531 |
Accrued expenses and other liabilities | 1,334,538 |
Total liabilities assumed | 7,608,863 |
Noncontrolling interest | (27,441,250) |
Total assets acquired, net | $ 109,765,000 |
Schedule of Loss on Income Oper
Schedule of Loss on Income Operations of Discontinued Operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 21, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash received from buyer | $ 2,529,565 | ||||
Operating loss of discontinued operations | $ (153,320) | $ (291,506) | $ (5,112,100) | $ 4,704,394 | |
B T L [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Cash received from buyer | $ 2,529,565 | ||||
Accounts receivable | (293,005) | ||||
Inventory | (665,522) | ||||
Prepaid expenses | (160,666) | ||||
Intangible assets | (5,540,952) | ||||
Loss on divestiture | 4,130,580 | ||||
Operating loss of discontinued operations | 178,200 | ||||
Bankruptcy costs | 803,320 | ||||
Loss on discontinued operations | $ 5,112,100 |
Schedule of Business Combinatio
Schedule of Business Combination of Assets and Liabilities (Details) | Feb. 17, 2020USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Accounts payable | $ 4,005,605 |
Accrued Expenses | 370,289 |
Income Tax Payable | 14,473 |
Notes Payable | 900,000 |
Non-Controlling Interest | 26,393 |
Shares to be issued to Buyer | (405,000) |
Gain on divestiture | $ 4,911,760 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details Narrative) - USD ($) | Apr. 15, 2023 | Apr. 15, 2022 | Nov. 30, 2021 | Jul. 23, 2021 | Apr. 17, 2021 | Mar. 12, 2021 | Jan. 05, 2021 | Nov. 10, 2020 | Sep. 30, 2020 | Sep. 29, 2020 | Jul. 02, 2020 | Mar. 11, 2020 | Feb. 17, 2020 | Jul. 25, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,231,986 | $ 2,522,141 | $ 7,488,959 | $ 9,649,469 | |||||||||||||||
Stock Issued During Period, Value, Purchase of Assets | $ 300,000 | $ 70,850 | |||||||||||||||||
Stock Issued During Period, Shares, Purchase of Assets | 750,000 | 750,000 | 238,750 | ||||||||||||||||
Common stock, shares outstanding | 107,021,381 | 107,021,381 | 14,471,403 | ||||||||||||||||
Number of shares issued during acquisition, value | $ 8,882,500 | $ 10,135,000 | $ 699,000 | ||||||||||||||||
C B A V One L L C [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payments to acquire assets | $ 3,000,000 | ||||||||||||||||||
Cash payment | $ 2,650,000 | ||||||||||||||||||
Earn Out Target One [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Earnout 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. | ||||||||||||||||||
Earn Out Target Two [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Earnout 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. | ||||||||||||||||||
Earn Out Target Three [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Earnout 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. | ||||||||||||||||||
Earn Out Target Four [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Earnout 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. | ||||||||||||||||||
Forecast [Member] | C B A V One L L C [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Royalty payments | $ 200,000 | $ 150,000 | |||||||||||||||||
Maximum [Member] | Earn Out Target Two [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 1,750,000 | ||||||||||||||||||
Maximum [Member] | Earn Out Target Three [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,000,000 | ||||||||||||||||||
Maximum [Member] | Earn Out Target Four [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 15,500,000 | ||||||||||||||||||
Minimum [Member] | Earn Out Target Two [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 7,000,000 | ||||||||||||||||||
Minimum [Member] | Earn Out Target Three [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 28,000,000 | ||||||||||||||||||
Minimum [Member] | Earn Out Target Four [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 62,000,000 | ||||||||||||||||||
Preferred Units [Member] | Earn Out Target One [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Preferred Units, Issued | 1,000,000 | ||||||||||||||||||
Preferred Units [Member] | Earn Out Target Two [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Preferred Units, Issued | 1,000,000 | ||||||||||||||||||
Preferred Units [Member] | Earn Out Target Three [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Preferred Units, Issued | 1,000,000 | ||||||||||||||||||
Preferred Units [Member] | Earn Out Target Four [Member] | Shareholders [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Preferred Units, Issued | 1,000,000 | ||||||||||||||||||
Asset Contribution Agreement [Member] | Preferred Units [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Preferred Units, Issued | 1,000,000 | ||||||||||||||||||
Stock Issued During Period Exchange | $ 1,000,000 | ||||||||||||||||||
Asset Contribution Agreement [Member] | Preferred Units [Member] | Maximum [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Preferred Units, Issued | 4,000,000 | ||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of shares issued | 50,360 | ||||||||||||||||||
Share issued price per share | $ 2.78 | ||||||||||||||||||
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 Thirty Three Holdings L L C [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] | |||||||||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 200,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of shares issued during acquisition | 2,750,000 | 3,500,000 | 300,000 | ||||||||||||||||
Number of shares issued during acquisition, value | $ 2,750 | $ 3,500 | $ 300 | ||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of shares issued during acquisition, value | |||||||||||||||||||
Preferred Units [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,100 | ||||||||||||||||||
Conditional Preferred Units [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 5,300,000 | ||||||||||||||||||
Seller [Member] | Common Stock [Member] | Purchaseand Sale Agreement [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 | ||||||||||||||||||
Seller [Member] | Preferred Stock [Member] | Purchaseand Sale Agreement [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Number of shares issued during acquisition | 764,618 | ||||||||||||||||||
Lomotif Private Limited [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | 80.00% | 80.00% | ||||||||||||||||
Business Combination, Consideration Transferred | $ 109,765,000 | ||||||||||||||||||
Selling, general and administrative | $ 6,691,611 | ||||||||||||||||||
Net loss | $ 6,747,008 |
Schedule of Variable Interest E
Schedule of Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Trading Activity, Gains and Losses, Net [Line Items] | |||||
Cash and cash equivalents | $ 49,937,549 | $ 49,937,549 | $ 249,356 | ||
Accounts receivable, net | 1,901,182 | 1,901,182 | 1,382,163 | ||
Inventory | 789,727 | 789,727 | 1,127,725 | ||
Prepaid expenses and other current assets | 3,855,618 | 3,855,618 | 522,259 | ||
Total current assets | 174,916,076 | 174,916,076 | 5,342,183 | ||
Property and equipment, net | 972,151 | 972,151 | 1,010,801 | ||
Total assets | 336,914,684 | 336,914,684 | 28,028,207 | ||
Accounts payable | 5,587,010 | 5,587,010 | 3,618,339 | ||
Accrued expenses and other current liabilities | 3,040,564 | 3,040,564 | 2,101,610 | ||
Lines of credit | 1,500,953 | ||||
Notes payable, current | |||||
Due to related party | 15,401 | 15,401 | 32,452 | ||
Total current liabilities | 37,427,946 | 37,427,946 | 11,285,663 | ||
Debt | 31,482,921 | 31,482,921 | |||
Total liabilities | 508,913,890 | 508,913,890 | 14,505,506 | ||
Revenues, net | 2,231,986 | $ 2,522,141 | 7,488,959 | $ 9,649,469 | |
Cost of revenues | 1,531,840 | 1,505,234 | 4,906,410 | 6,873,889 | |
Gross profit | 700,146 | 1,016,907 | 2,582,549 | 2,775,580 | |
Selling, general and administrative | 25,869,419 | 2,617,961 | 43,471,951 | 8,185,477 | |
Operating (loss) income | (25,169,273) | (1,601,054) | (40,889,402) | (5,409,897) | |
Interest expense | (27,012,312) | (1,004,627) | (42,422,726) | (2,575,738) | |
Total other (expense) income | (521,025,870) | (978,923) | (746,434,684) | 2,498,627 | |
Loss before income taxes | (546,195,143) | (2,579,977) | (787,324,086) | (7,908,524) | |
Income tax expense | |||||
Net loss | (546,348,463) | (2,871,483) | (792,436,186) | (3,204,130) | |
Variable Income Interest Rate [Member] | |||||
Trading Activity, Gains and Losses, Net [Line Items] | |||||
Cash and cash equivalents | 8,931,879 | 8,931,879 | 10,481 | ||
Accounts receivable, net | 94,195 | ||||
Inventory | 240,158 | ||||
Loans receivable | 17,050,000 | 17,050,000 | |||
Intangible assets, net | |||||
Prepaid expenses and other current assets | 2,462,552 | 2,462,552 | |||
Total current assets | 28,444,431 | 28,444,431 | 344,834 | ||
Property and equipment, net | 135,108 | 135,108 | |||
Intangible assets, net | 139,932,672 | 139,932,672 | |||
Total assets | 168,512,211 | 168,512,211 | 344,834 | ||
Accounts payable | 823,449 | 823,449 | 217,558 | ||
Accrued expenses and other current liabilities | 1,579,729 | 1,579,729 | 113,576 | ||
Lines of credit | 1,133,652 | ||||
Notes payable, current | 150,000 | ||||
Due to related party | 315,666 | 315,666 | 315,666 | ||
Total current liabilities | 2,718,844 | 2,718,844 | 1,930,452 | ||
Debt | 2,650,000 | 2,650,000 | |||
Total liabilities | 5,368,844 | 5,368,844 | $ 1,930,452 | ||
Revenues, net | 184,715 | 307,339 | 1,459,192 | ||
Cost of revenues | 69,191 | 93,685 | 1,064,114 | ||
Gross profit | 115,524 | 213,654 | 395,078 | ||
Selling, general and administrative | 11,761,747 | 91,114 | 11,866,488 | 294,676 | |
Operating (loss) income | (11,761,747) | 24,410 | (11,652,834) | 100,402 | |
Interest expense | (155,476) | (73,840) | (163,236) | (130,796) | |
Other income | 98,353 | 98,353 | |||
Total other (expense) income | (57,123) | (73,840) | (64,883) | (130,796) | |
Loss before income taxes | (11,818,870) | (49,430) | (11,717,717) | (30,394) | |
Income tax expense | |||||
Net loss | $ (11,818,870) | $ (49,430) | $ (11,717,717) | $ (30,394) |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | Jul. 22, 2021 | Jul. 19, 2021 | May 20, 2020 | Apr. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Description | On July 23, 2021, ZVV closed on the transaction which resulted in ZVV acquiring an 80% interest in Lomotif. | ||||||||
Ownership percentage, description | ZASH and the Company entered into a Second Amended and Restated Limited Liability Company Agreement of ZVV, pursuant to which ZASH and Vinco Ventures each own a 50% voting membership interest in ZVV, ZASH owns a 75% economic interest in ZVV after return of unreturned capital contributions and the Company owns a 25% economic interest in ZVV after return of unreturned capital contributions | ||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Gain loss on dissolution of joint venture | $ 301,645 | $ 301,645 | |||||||
Share Exchange Agreement [Member] | Graphene Holdings L L C [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period, shares | 50,000 | ||||||||
Share Exchange Agreement [Member] | Graphene Holdings L L C [Member] | Minimum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
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 L L C [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period, shares | 125,000 | ||||||||
Share Exchange Agreement [Member] | Restricted Common Stock [Member] | Graphene Holdings L L C [Member] | Minimum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period, value | $ 25,000,000 | ||||||||
Share Exchange Agreement [Member] | P P E Brickell Supplies L L C [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Purchase units, description | 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”). | ||||||||
Share Exchange Agreement [Member] | P P E Brickell Supplies L L C [Member] | Restricted Common Stock [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period, shares | 250,000 | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Stock issued during period, value | $ 699,000 | ||||||||
Share Exchange Agreement [Member] | P P E Brickell Supplies L L C [Member] | Restricted Common Stock [Member] | Minimum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock issued during period, shares | 100,000 | ||||||||
Stock issued during period, value | $ 10,000,000 | ||||||||
Amended Limited Liability Company Agreement Of Global [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Ownership percentage | 50.00% | 50.00% | |||||||
Amended Limited Liability Company Agreement Of Global [Member] | Graphene Holdings L L C [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Ownership percentage | 25.00% | 25.00% | |||||||
Amended Limited Liability Company Agreement Of Global [Member] | P P E Brickell Supplies L L C [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Ownership percentage | 25.00% | 25.00% | |||||||
Secured Line Of Credit Agreement [Member] | Global Clean Solutions L L C And P P E Brickell Supplies L L C [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
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 L L C And P P E Brickell Supplies L L C [Member] | Minimum [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Revolving credit loan amount | $ 2,500,000 | ||||||||
Security Agreement [Member] | P P E Brickell Supplies L L C [Member] | Borrower [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Common stock placed for reverse shares | 1,800,000 |
Schedule of Short-Term Investme
Schedule of Short-Term Investments (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Total short-term investments | $ 282,000 | $ 1,018,000 | |
Unrealized losses | (758,000) | (22,000) | |
Jupiter Wellness Inc J U P W [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
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 1.41 |
Schedule of Short-Term Invest_2
Schedule of Short-Term Investments (Details) (Parenthetical) - Stock Exchange Agreement [Member] - Jupiter Wellness Inc [Member] - $ / shares | Nov. 30, 2020 | Sep. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share issued exercise price | $ 1.41 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock issued during the period restricted stock | 200,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | $ 6,275,858 | $ 6,435,276 |
Less: accumulated depreciation | (5,303,707) | (5,424,475) |
Total property and equipment, net | 972,151 | 1,010,801 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | 79,100 | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | 58,052 | 463,635 |
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | 818,986 | 800,225 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | 4,286,256 | 4,122,917 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | 387,637 | 368,137 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | 111,760 | |
Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | 79,300 | 79,300 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and Equipment, gross | $ 533,867 | $ 521,962 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 136,312 | $ 169,141 |
Schedule of Loan Receivable (De
Schedule of Loan Receivable (Details) - USD ($) | Jun. 09, 2021 | Feb. 18, 2021 | Jan. 29, 2021 | Sep. 30, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Total loans receivable | $ 18,150,000 | ||||||
ZASH Global Media and Entertainment Corporation [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 5,000,000 | $ 2,000,000 | $ 5,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% | 6.00% | ||||
Debt Instrument, Maturity Date | Aug. 17, 2023 | Aug. 17, 2023 | Jan. 28, 2023 | ||||
ZASH Global Media and Entertainment Corporation [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Total loans receivable | [1] | 15,000,000 | |||||
PZAJ Holdings LLC [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Total loans receivable | [2] | $ 3,150,000 | |||||
[1] | On January 29, 2021, the Company loaned $ 5,000,000 and $ 2,000,000 to ZASH. The interest rate on the note is 6% per annum. The maturity date of the loan is January 28, 2023 . The purpose of the loan is to engage in the acquisition, development and production of consumer facing content and related activities. On February 18, 2021, the Company loaned $ 5,000,000 to 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. On June 9, 2021, the Company loaned $ 3,000,000 to 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. | ||||||
[2] | PZAJ Holdings, LLC (“PZAJ”) is an entertainment company dedicated to the acquisition, financing, development, production, and distribution of films and television projects. ZVV has partnered with PZAJ to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies and or streamed on the recently announced LOMO TV. On June 17, 2021, the Company loaned $ 950,000 2% June 16, 2022 150,000 2% July 17, 2022 2,050,000 2% September 17, 2022 |
Schedule of Loan Receivable (_2
Schedule of Loan Receivable (Details) (Parenthetical) - USD ($) | Sep. 08, 2021 | Jul. 12, 2021 | Jun. 17, 2021 | Jun. 09, 2021 | Feb. 18, 2021 | Jan. 29, 2021 | Jan. 28, 2021 |
ZASH Global Media and Entertainment Corporation [Member] | |||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 5,000,000 | $ 2,000,000 | $ 5,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% | 6.00% | ||||
Debt Instrument, Maturity Date | Aug. 17, 2023 | Aug. 17, 2023 | Jan. 28, 2023 | ||||
PZAJ Holdings LLC [Member] | |||||||
Debt Instrument, Face Amount | $ 2,050,000 | $ 150,000 | $ 950,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | ||||
Debt Instrument, Maturity Date | Sep. 17, 2022 | Jul. 17, 2022 | Jun. 16, 2022 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill Disclosure Abstract | |
Impairment | $ 0 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 161,374,541 | $ 18,102,500 |
Net Amount | 154,962,061 | 9,798,813 |
Indefinite Lived Intangible Assets Accumulated Amortization | 6,412,480 | 2,564,163 |
Intangible Assets, Net | 154,962,061 | 15,538,337 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,240,000 | 3,140,000 |
Indefinite Lived Intangible Assets Accumulated Amortization | ||
Intangible Assets, Net | 1,240,000 | 3,140,000 |
Indefinite-lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,240,000 | 3,140,000 |
Indefinite Lived Intangible Assets Accumulated Amortization | ||
Intangible Assets, Net | $ 1,240,000 | $ 3,140,000 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | 15 years |
Weighted Average Remaining Life | 11 years 10 months 24 days | 12 years 9 months 18 days |
Gross Carrying Amount | $ 670,000 | $ 4,270,000 |
Accumulated Amortization | 137,722 | 624,223 |
Net Amount | $ 532,278 | $ 3,645,777 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Weighted Average Remaining Life | 6 years 9 months 18 days | 5 years 10 months 24 days |
Gross Carrying Amount | $ 156,172,041 | $ 7,400,000 |
Accumulated Amortization | 5,314,266 | 1,330,476 |
Net Amount | $ 150,857,775 | $ 6,069,524 |
Membership Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Weighted Average Remaining Life | 3 years 10 months 24 days | 4 years 8 months 12 days |
Gross Carrying Amount | $ 1,740,000 | $ 1,740,000 |
Accumulated Amortization | 766,429 | 580,000 |
Net Amount | $ 973,571 | $ 1,160,000 |
Digital Media [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Weighted Average Remaining Life | 6 years 1 month 6 days | 6 years 10 months 24 days |
Gross Carrying Amount | $ 1,552,500 | $ 1,552,500 |
Accumulated Amortization | 194,063 | 29,464 |
Net Amount | 1,358,437 | 1,523,036 |
Finite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 160,134,541 | 14,962,500 |
Accumulated Amortization | 6,412,480 | 2,564,163 |
Net Amount | $ 153,722,061 | $ 12,398,337 |
Schedule of Intangibles Assets
Schedule of Intangibles Assets Future Amortization Expenses (Details) | Sep. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 (excludes amortization through September 30, 2021) | $ 5,586,844 |
2022 | 22,347,373 |
2023 | 22,347,373 |
2024 | 22,347,373 |
2025 | 22,135,945 |
Thereafter | 58,957,153 |
Total | $ 153,722,061 |
Intangible assets, net (Details
Intangible assets, net (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 4,907,365 | $ 825,821 |
Schedule of Long-term Debt (Det
Schedule of Long-term Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Total lines of credit | $ 1,500,953 | |
Total notes payable | 31,482,921 | |
Less: current portion of notes payable | ||
Notes payable - related parties, net of current portion | 2,500,000 | 1,403,756 |
Senior Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Senior convertible notes payable | 302,272 | 1,428,161 |
Senior convertible notes payable | 120,000,000 | 591,104 |
Debt issuance costs | (91,613,604) | (280,511) |
Total long-term senior convertible notes payable | 28,688,668 | 1,738,754 |
Less: current portion of convertible notes payable | (28,481,485) | (577,260) |
Convertible notes payable - related parties, net of current portion | 207,183 | 1,161,494 |
Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Debt issuance costs | (34,997) | |
Notes payable | 181,419 | 1,932,088 |
Total notes payable | 181,419 | 1,897,091 |
Less: current portion of notes payable | (15,357) | (1,301,212) |
Notes payable , net of current portion | 166,062 | 595,879 |
Notes Payable Related Parties [Member] | ||
Short-term Debt [Line Items] | ||
Debt issuance costs | (33,833) | |
Notes payable | 2,612,835 | 2,827,512 |
Total notes payable - related parties: | 2,612,835 | 2,793,679 |
Less: current portion of notes payable - related parties | (112,835) | (1,389,922) |
Notes payable - related parties, net of current portion | 2,500,000 | 1,403,757 |
Line of Credit [Member] | ||
Short-term Debt [Line Items] | ||
Lines of credit | 1,133,652 | |
Receivable financing | 367,301 | |
Total lines of credit | $ 1,500,953 |
Schedule of Related Party Notes
Schedule of Related Party Notes Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Short-term Debt [Line Items] | ||
Unamortized Discount | $ 91,613,605 | |
Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Carrying Value | 181,419 | $ 1,932,088 |
Lomotif Private Limited [Member] | Notes Payable One [Member] | ||
Short-term Debt [Line Items] | ||
Original Principal | 1,260,843 | |
Unamortized Discount | 132,562 | |
Carrying Value | 1,128,281 | |
Lomotif Private Limited [Member] | Notes Payable Seven [Member] | ||
Short-term Debt [Line Items] | ||
Original Principal | 100,000 | |
Unamortized Discount | 50,000 | |
Carrying Value | $ 150,000 | |
Debt Instrument, Maturity Date | Feb. 9, 2023 | |
Lomotif Private Limited [Member] | Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Original Principal | $ 100,000 | |
Unamortized Discount | 50,000 | |
Carrying Value | 150,000 | |
Lomotif Private Limited [Member] | Convertible Notes Payable Related Parties One [Member] | ||
Short-term Debt [Line Items] | ||
Original Principal | 1,500,000 | |
Carrying Value | $ 1,500,000 | |
Debt Instrument, Maturity Date | Feb. 22, 2028 | |
Unamortized Discount | ||
Lomotif Private Limited [Member] | Convertible Notes Payable Related Parties Two [Member] | ||
Short-term Debt [Line Items] | ||
Original Principal | 1,000,000 | |
Carrying Value | $ 1,000,000 | |
Debt Instrument, Maturity Date | Mar. 28, 2028 | |
Unamortized Discount | ||
Lomotif Private Limited [Member] | Convertible Notes Payable - Related Parties [Member] | ||
Short-term Debt [Line Items] | ||
Original Principal | 2,500,000 | |
Carrying Value | 2,500,000 | |
Unamortized Discount |
Schedule of Related Party Not_2
Schedule of Related Party Notes Payable (Details) (Parenthetical) - Lomotif Private Limited [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable Seven [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Feb. 10, 2021 |
Debt Instrument, Interest Rate During Period | 3.00% |
Debt Conversion, Description | The principal of the note had the option to automatically convert into common stock based on the valuation at the time of a qualified financing round with accrued interest being forgone or receive a payment equal to the sum of one and a half times (1.5x) the purchase amount. |
Convertible Notes Payable Related Parties One [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Feb. 23, 2021 |
Debt Instrument, Interest Rate During Period | 2.00% |
Convertible Notes Payable Related Parties Two [Member] | |
Short-term Debt [Line Items] | |
Debt Instrument, Issuance Date | Mar. 30, 2021 |
Debt Instrument, Interest Rate During Period | 2.00% |
Schedule of Maturities of Long-
Schedule of Maturities of Long-term Debt (Details) | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (excluding the nine months ended September 30, 2021) | $ 116,610 |
2022 | 122,665,530 |
2023 | 314,386 |
2024 | |
2025 | |
Thereafter | |
Long-term Debt, Gross | 123,096,526 |
Less: debt discount | (91,613,605) |
Long-term Debt | $ 31,482,921 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Jul. 23, 2021 | Jul. 22, 2021 | May 24, 2021 | May 04, 2021 | Apr. 16, 2021 | Feb. 23, 2021 | Feb. 02, 2021 | Jan. 28, 2021 | Jan. 25, 2021 | Dec. 29, 2020 | Dec. 23, 2020 | Oct. 07, 2020 | Jul. 29, 2020 | May 28, 2020 | May 19, 2020 | May 04, 2020 | Apr. 15, 2020 | Apr. 07, 2020 | Jan. 17, 2020 | Jan. 15, 2020 | Jan. 10, 2020 | Jan. 02, 2020 | Dec. 04, 2019 | Nov. 12, 2019 | Feb. 21, 2020 | Apr. 30, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Jul. 31, 2021 | Jun. 04, 2021 | Jan. 29, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Cash compensation | $ 16,829,359 | $ 2,765,022 | |||||||||||||||||||||||||||||||||
Debt conversion interest converted | $ 20,181,250 | 32,429,757 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 91,613,605 | 91,613,605 | |||||||||||||||||||||||||||||||||
Outstanding principal and interest amount | $ 260,233 | ||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | 73,000 | 1,739,852 | |||||||||||||||||||||||||||||||||
Gain on extinguishment | $ 789,852 | $ 62,500 | 852,352 | ||||||||||||||||||||||||||||||||
Accounts Receivable, Held-for-sale | $ 1,250,000 | ||||||||||||||||||||||||||||||||||
Receivables borrowing, percentage | 85.00% | 80.00% | |||||||||||||||||||||||||||||||||
Interest Expense, Debt | 27,012,312 | $ 847,154 | 42,422,726 | 1,571,111 | |||||||||||||||||||||||||||||||
Interest Expense, Related Party | $ 617,314 | $ 75,692 | $ 340,231 | $ 152,326 | |||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Fee percentage of invoices financed | 1.00% | 1.00% | |||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Fee percentage of invoices financed | 2.00% | 2.00% | |||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Right to acquire shares | 2,750,000 | 3,500,000 | 300,000 | ||||||||||||||||||||||||||||||||
Debt conversion interest converted | $ 5,412 | $ 11,551 | |||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 5,412,132 | 11,551,384 | |||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | (153,005) | ||||||||||||||||||||||||||||||||||
February Warrants [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants price | $ 3.722 | ||||||||||||||||||||||||||||||||||
Right to acquire shares | 18,568,188 | ||||||||||||||||||||||||||||||||||
Palladium Capital Group L L C [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Cash compensation description | The Placement Agent received cash compensation of $1,000,000 plus a Note of $8,000,000 which was deferred (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountable expenses). The Company has paid $4,000,000 of the remaining $8,000,000. | ||||||||||||||||||||||||||||||||||
Cash compensation | $ 1,000,000 | ||||||||||||||||||||||||||||||||||
Senior Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 28,688,668 | $ 28,688,668 | $ 1,738,754 | ||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt maturity date | Feb. 23, 2022 | ||||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ 4.847 | $ 2 | |||||||||||||||||||||||||||||||||
Debt interest rate | 6.00% | 6.00% | |||||||||||||||||||||||||||||||||
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, conversion rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt conversion interest converted | $ 100,000 | ||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 20,631.32 | 6,020,845 | |||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor [Member] | Principal [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt conversion interest converted | $ 12,000,000 | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Investor [Member] | Accrued Interest [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt conversion interest converted | $ 41,690 | ||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | Warrant [Member] | Holder [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants purchase | 1,650,346 | 480,000 | |||||||||||||||||||||||||||||||||
Ten Percentage Senior Secured Note [Member] | Thirty Two Entertainment L L C [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 250,000 | ||||||||||||||||||||||||||||||||||
Debt maturity date | Dec. 4, 2020 | ||||||||||||||||||||||||||||||||||
Stock issued during period, shares | 10,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Notes Payable | $ 250,000 | ||||||||||||||||||||||||||||||||||
Replacement Note [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 200,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 16.00% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 50,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 6,250 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Annual Principal Payment | $ 56,250 | ||||||||||||||||||||||||||||||||||
Replacement Note [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 40,000 | ||||||||||||||||||||||||||||||||||
Senior Secured Convertible Note [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ 2.655 | ||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | ||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||||||||||||||
Warrants price | $ 2.78 | ||||||||||||||||||||||||||||||||||
Warrant exercised | 1,007,194 | 15,000,000 | 15,000,000 | ||||||||||||||||||||||||||||||||
Stock issued during period, shares | 50,360 | ||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrant exercised | 50,360 | ||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Warrant [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||||||||||||||
Warrants price | $ 3.722 | $ 2 | |||||||||||||||||||||||||||||||||
Warrants purchase | 18,568,188 | 15,000,000 | |||||||||||||||||||||||||||||||||
Investor Purchase Percent | 900.00% | 250.00% | |||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt maturity date | Jul. 22, 2022 | ||||||||||||||||||||||||||||||||||
Debt interest rate | 18.00% | ||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants price | $ 2.655 | ||||||||||||||||||||||||||||||||||
Warrants purchase | 32,697,548 | ||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | Senior Secured Convertible Note [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 120,000,000 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||||
Warrant exercised | 13,968,188 | 13,968,188 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | B H P Capital N Y Inc [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants price | $ 2.20 | ||||||||||||||||||||||||||||||||||
Warrants purchase | 1,500,000 | ||||||||||||||||||||||||||||||||||
Investor Purchase Percent | 100.00% | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 10,000,000 | $ 12,000,000 | $ 100,000,000 | ||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Convertible Notes Payable [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Senior Convertible Notes Payable [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 224,000 | $ 168,000 | |||||||||||||||||||||||||||||||||
Debt maturity date | Jan. 29, 2021 | Oct. 7, 2020 | |||||||||||||||||||||||||||||||||
Debt interest rate | 2.00% | 2.00% | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 24,000 | $ 18,000 | |||||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | 6 months | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares | 14,266 | 10,700 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 168,000 | ||||||||||||||||||||||||||||||||||
Debt maturity date | Oct. 7, 2020 | ||||||||||||||||||||||||||||||||||
Debt interest rate | 2.00% | ||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 18,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, term | 6 months | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Convertible Promissory Note [Member] | B H P Capital N Y Inc [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares | 10,700 | ||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | Senior Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Convertible Notes Payable | $ 100,000,000 | ||||||||||||||||||||||||||||||||||
June Two Thousand Twenty One Warrant Agreement [Member] | Hudson Bay Master Fund Ltd [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants price | $ 3.30 | ||||||||||||||||||||||||||||||||||
June Two Thousand Twenty One Agreement [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrant exercised | 15,898,188 | 15,898,188 | |||||||||||||||||||||||||||||||||
Incentive warrants received | 27,821,829 | ||||||||||||||||||||||||||||||||||
May Two Thousand Twenty One Warrant Agreement [Member] | Hudson Bay Master Fund Ltd [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants price | $ 3.20 | ||||||||||||||||||||||||||||||||||
Number of warrants exercised | 2,870,000 | ||||||||||||||||||||||||||||||||||
Warrant description | (i) the Investor shall pay to the Company an amount equal to the exercise price of the January Warrants 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 the Investor 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, including the provision of Incentive Warrants on a one-for-one basis for the additional exercise of each January Warrant on or prior to June 1, 2021. | ||||||||||||||||||||||||||||||||||
May Two Thousand Twenty One Warrants Agreement [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Warrant exercised | 13,070,000 | 13,070,000 | |||||||||||||||||||||||||||||||||
Incentive warrants received | 13,070,000 | ||||||||||||||||||||||||||||||||||
Forbearance Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt conversion interest converted | $ 750 | ||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 54,830 | 41,730 | |||||||||||||||||||||||||||||||||
Debt Conversion, Description | 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. | ||||||||||||||||||||||||||||||||||
Payment of debt | $ 12,500 | ||||||||||||||||||||||||||||||||||
Debt conversion principal amount | $ 54,830 | $ 45,000 | |||||||||||||||||||||||||||||||||
Loan Agreement [Member] | Ed Roses L L C [Member] | Sook Hyun Lee [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt interest rate | 15.00% | ||||||||||||||||||||||||||||||||||
Loans Payable | $ 150,000 | ||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Maturity Date | Apr. 15, 2020 | ||||||||||||||||||||||||||||||||||
Commitment fee | $ 30,000 | ||||||||||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 75,000 | ||||||||||||||||||||||||||||||||||
Fivepercentage Promissory Note Agreement [Member] | Ralls Note [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 267,000 | ||||||||||||||||||||||||||||||||||
Warrants purchase | 125,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 17,000 | ||||||||||||||||||||||||||||||||||
Payment of debt | 250,000 | ||||||||||||||||||||||||||||||||||
Issuance of Warrants Purchase Value | $ 86,725 | ||||||||||||||||||||||||||||||||||
Fivepercentage Promissory Note Agreement [Member] | Solit Note [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 107,000 | ||||||||||||||||||||||||||||||||||
Warrants purchase | 50,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 7,000 | ||||||||||||||||||||||||||||||||||
Payment of debt | 100,000 | ||||||||||||||||||||||||||||||||||
Issuance of Warrants Purchase Value | $ 31,755 | ||||||||||||||||||||||||||||||||||
Fivepercentage Promissory Note Agreement [Member] | O Leary Note [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 53,500 | ||||||||||||||||||||||||||||||||||
Warrants purchase | 25,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 3,500 | ||||||||||||||||||||||||||||||||||
Payment of debt | 50,000 | ||||||||||||||||||||||||||||||||||
Issuance of Warrants Purchase Value | $ 16,797 | ||||||||||||||||||||||||||||||||||
Paycheck Protection Program [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Debt maturity date | May 4, 2022 | Apr. 15, 2022 | |||||||||||||||||||||||||||||||||
Debt interest rate | 1.00% | 1.00% | |||||||||||||||||||||||||||||||||
Proceeds from loan | $ 62,500 | $ 789,852 | |||||||||||||||||||||||||||||||||
Receivables Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Accounts Receivable, Held-for-sale | $ 250,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Receivables | $ 200,000 | ||||||||||||||||||||||||||||||||||
Credit Agreement [Member] | |||||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||||||||||||||||||||||
Revolving credit loan amount | $ 2,500,000 | ||||||||||||||||||||||||||||||||||
Shares issued upon debt conversion | 575,000 | ||||||||||||||||||||||||||||||||||
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”). |
Schedule of Warrants Issued to
Schedule of Warrants Issued to Purchase Common Stock (Details) - $ / shares | Sep. 30, 2021 | Sep. 08, 2021 | |
Hudson Bay Warrant [Member] | June Four Two Thousand Twenty One [Member] | |||
Warrant Shares | 20,270,406 | ||
Exercise Price | $ 3.300 | ||
Hudson Bay Warrant [Member] | July Twenty Two Two Thousand Twenty One [Member] | |||
Warrant Shares | 32,697,548 | ||
Exercise Price | $ 2.655 | ||
Hudson Bay Warrant Three [Member] | |||
Warrant Shares | 20,270,406 | ||
Exercise Price | $ 3.300 | ||
Palladium Capital Warrant [Member] | June Four Two Thousand Twenty One [Member] | |||
Warrant Shares | 115,800 | ||
Exercise Price | $ 3.300 | ||
Hudson Bay Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | |||
Warrant Shares | 9,561,300 | ||
Exercise Price | $ 2.655 | ||
Hudson Bay Series B Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | |||
Warrant Shares | [1] | 2,000,000 | |
Exercise Price | [1] | $ 2.655 | |
Palladium Capital Group Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | |||
Warrant Shares | 1,640,000 | ||
Exercise Price | $ 3.200 | ||
Palladium Capital Group Series B Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | |||
Warrant Shares | [1] | 160,000 | |
Exercise Price | [1] | $ 2.655 | |
Hudson Bay Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | |||
Warrant Shares | [2] | 12,000,000 | |
Exercise Price | [2] | $ 9 | |
Armistice Capital Series A Warrant One [Member] | |||
Warrant Shares | 5,000,000 | ||
Armistice Capital Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | |||
Warrant Shares | [2] | 5,000,000 | |
Exercise Price | [2] | $ 9 | |
C V I Investments Series A Warrant One [Member] | |||
Warrant Shares | 3,000,000 | ||
C V I Investments Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | |||
Warrant Shares | [2] | 3,000,000 | |
Exercise Price | [2] | $ 9 | |
Hudson Bay Series B Warrant One [Member] | September One Two Thousand Twenty One [Member] | |||
Warrant Shares | [1] | 2,000,000 | |
Exercise Price | [1] | $ 9 | |
Palladium Capital Group Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | |||
Warrant Shares | 1,600,000 | ||
Exercise Price | $ 2.655 | ||
Palladium Capital Group Series B Warrant One [Member] | September One Two Thousand Twenty One [Member] | |||
Warrant Shares | [1] | 160,000 | |
Exercise Price | [1] | $ 9 | |
Palladium Capital Group Warrant [Member] | July Twenty Two Two Thousand Twenty One [Member] | |||
Warrant Shares | 2,615,804 | ||
Exercise Price | $ 2.655 | ||
B H P Capital Warrant [Member] | July Twenty Two Three Thousand Twenty One [Member] | |||
Warrant Shares | 1,007,194 | ||
Exercise Price | $ 2.780 | ||
[1] | The Series B Warrant has effective exercise price of $ 0.00 | ||
[2] | On September 8, 2021 and September 14, 2021, Hudson Bay sold 5,000,000 3,000,000 |
Schedule of Warrants Issued t_2
Schedule of Warrants Issued to Purchase Common Stock (Details) (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 08, 2021 | |
Armistice Capital Series A Warrant One [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | |
C V I Investments Series A Warrant One [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,000,000 | |
Series B Warrant [Member] | ||
Warrant, Exercise Price, Increase | $ 0 |
Schedule of Warrant Assumptions
Schedule of Warrant Assumptions (Details) | Sep. 30, 2021 |
Hudson Bay Warrant [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Hudson Bay Warrant [Member] | June Four Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Warrant [Member] | June Four Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Hudson Bay Warrant [Member] | June Four Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Hudson Bay Warrant [Member] | July Twenty Two Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Warrant [Member] | July Twenty Two Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Hudson Bay Warrant [Member] | July Twenty Two Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Palladium Capital Warrant [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Palladium Capital Warrant [Member] | June Four Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Warrant [Member] | June Four Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Palladium Capital Warrant [Member] | June Four Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
B H P Capital N Y Warrant [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Hudson Bay Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Hudson Bay Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Hudson Bay Warrant One [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Hudson Bay Series B Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Series B Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Hudson Bay Series B Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Palladium Capital Warrant One [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Palladium Capital Group Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Group Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Palladium Capital Group Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Hudson Bay Warrant Two [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Palladium Capital Group Series B Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Group Series B Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Palladium Capital Group Series B Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Palladium Capital Warrant Two [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Hudson Bay Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Hudson Bay Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
B H P Capital Warrant [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
B H P Capital Warrant [Member] | July Twenty Two Three Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
B H P Capital Warrant [Member] | July Twenty Two Three Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
B H P Capital Warrant [Member] | July Twenty Two Three Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Hudson Bay Series B Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Series B Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Hudson Bay Series B Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Hudson Bay Warrant Three [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Palladium Capital Group Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Group Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Palladium Capital Group Series A Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Palladium Capital Group Series B Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Group Series B Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Palladium Capital Group Series B Warrant One [Member] | September One Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Palladium Capital Group Warrant [Member] | July Twenty Two Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Group Warrant [Member] | July Twenty Two Two Thousand Twenty One [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.3175 |
Palladium Capital Group Warrant [Member] | July Twenty Two Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0028 |
Palladium Capital Warrant Three [Member] | Black Scholes Pricing Model [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||||||
Debt Instrument, Unamortized Discount | $ 91,613,605 | $ 91,613,605 | ||||
Fair Value Adjustment of Warrants | 287,117,556 | 287,891,003 | ||||
Warrant Liability [Member] | ||||||
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items] | ||||||
Initial Value of Warrants | 290,166,663 | $ 94,876,534 | ||||
Operating Expenses | 206,948,147 | $ 133,699,181 | 75,156,534 | |||
Debt Instrument, Unamortized Discount | 83,218,516 | $ 19,720,000 | 83,218,516 | |||
Equity, Fair Value Disclosure | $ 468,612,700 | $ 468,612,700 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 12, 2021 | Nov. 17, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||||
Due to Related Parties, Current | $ 15,401 | $ 32,452 | ||
Zash [Member] | Two Note Payables [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Instrument, Face Amount | 2,500,000 | |||
Payment for Management Fee | 3,500,000 | |||
ZVV Media Partners LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Funding to releted party | $ 1,500,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||
Maturity date | Oct. 12, 2023 | |||
Equity Method Investment, Ownership Percentage | 15.00% | |||
Equity method investment | $ 50,000 | |||
Forever Eight Fund Llc [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Related Parties, Current | 0 | |||
Forever Eight Fund Llc [Member] | Inventory Management Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 45.00% | |||
Vendor Advanced Amount | $ 239,283 | |||
S R M L L C And N L Penn Capital L P [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Related Parties, Current | $ 15,401 | $ 32,452 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Feb. 02, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Nov. 12, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ||||||||
Payments for Rent | $ 163,911 | $ 122,943 | $ 223,188 | $ 269,709 | ||||
Operating Lease, Right-of-Use Asset | $ 80,544 | 80,544 | $ 153,034 | |||||
Operating Lease, Payments | 5,806 | 80,582 | ||||||
Operating Lease, Payments, Use | $ 24,163 | 72,490 | ||||||
Operating Lease, Weighted Average Remaining Lease Term | 10 months 24 days | 10 months 24 days | ||||||
Operating Lease, Weighted Average Discount Rate, Percent | 4.50% | 4.50% | ||||||
Rental Income | $ 17,136 | $ 25,704 | $ 71,543 | $ 77,111 | ||||
Employment Agreement [Member] | Christopher Ferguson [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
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 of the Company on a 5-day closing average from the effectiveness of the Agreement | |||||||
Agreement Term | 3 years | |||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 200,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 120,000 | |||||||
Enterprise Value | $ 25,042,464 | |||||||
Employment Agreement [Member] | Christopher Ferguson [Member] | Minimum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 150,000 | |||||||
Employment Agreement [Member] | Brett Vroman [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
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 of the Company on a 5-day closing average from the effectiveness of the Agreement. | |||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 200,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 120,000 | |||||||
Enterprise Value | 25,042,464 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 150,000 | |||||||
Employment Agreement [Member] | Brett Vroman [Member] | Minimum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Agreement Term | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | |||||||
Employment Agreement [Member] | Brian Mc Fadden [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
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 of the Company on a 5-day closing average from the effectiveness of the Agreement. | |||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 200,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 120,000 | |||||||
Enterprise Value | $ 25,042,464 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 150,000 | |||||||
Employment Agreement [Member] | Brian Mc Fadden [Member] | Minimum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Agreement Term | 3 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Equity [Abstract] | |
Shares, Beginning balance | shares | 80,000 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 7.01 |
Remaining Contractual Life in Years, Beginning balance | 3 years 2 months 12 days |
Aggregate Intrinsic Value, Beginning balance | $ | |
Shares, Granted | shares | |
Weighted Average Exercise Price, Granted | $ / shares | |
Aggregate Intrinsic Value, Granted | $ | |
Shares, Ending balance | shares | 80,000 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 7.01 |
Remaining Contractual Life in Years, Ending balance | 2 years 10 months 24 days |
Aggregate Intrinsic Value, Ending balance | $ | |
Shares, Exercisable, Ending balance | shares | 80,000 |
Weighted Average Exercise Price, Exercisable, Ending balance | $ / shares | $ 7.01 |
Remaining Contractual Life in Years, Exercisable, Ending balance | 2 years 10 months 24 days |
Aggregate Intrinsic Value, Exercisable, Ending balance | $ |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Jul. 23, 2021 | Jun. 04, 2021 | May 26, 2021 | Jan. 29, 2021 | Jan. 28, 2021 | Oct. 16, 2020 | Jan. 02, 2020 | Nov. 15, 2019 | Sep. 26, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 19, 2021 | Dec. 31, 2020 | Jul. 15, 2020 | Mar. 25, 2020 | Mar. 24, 2020 | Feb. 09, 2018 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||||||||||||
Common stock, shares issued | 107,021,381 | 107,021,381 | 14,471,403 | ||||||||||||||||
Common stock, shares outstanding | 107,021,381 | 107,021,381 | 14,471,403 | ||||||||||||||||
Private placement offering | $ 3,300,000 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Proceeds from Warrant Exercises | $ 167,961,099 | ||||||||||||||||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | 0 | ||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||
Common stock issued, value, upon conversion | $ 1,502,850 | $ 422,672 | 2,292,864 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,163,859 | $ 1,192,618 | $ 3,200,194 | $ 1,755,380 | |||||||||||||||
Non Employee Directors [Member] | Annual Retainer [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock-based compensation | $ 20,000 | ||||||||||||||||||
Non Employee Directors [Member] | Annual Committee Meeting Fee [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock-based compensation | $ 5,000 | ||||||||||||||||||
Employees [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 2,891,227 | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 7,590,664 | ||||||||||||||||||
Vendors [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,891,272 | ||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 4,213,602 | ||||||||||||||||||
2021 Equity Incentive Plan [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 9,000,000 | 9,000,000 | |||||||||||||||||
Amemnded And Restated Omnibus Incentive Plan [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 258,376 | 1,764,705 | |||||||||||||||||
Omnibus Incentive Plan [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 17,220 | 1,764,705 | |||||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares, outstanding | 0 | 0 | 764,618 | ||||||||||||||||
Preferred stock, shares, issued | 0 | 0 | 764,618 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 69,212,800 | ||||||||||||||||||
Proceeds from Warrant Exercises | $ 180,341,414 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Common stock, shares, issued upon conversion | 763,266 | 303,483 | 1,202,666 | ||||||||||||||||
Common stock issued, value, upon conversion | $ 763 | $ 304 | $ 1,202 | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 425,000 | 371,624 | 1,819,272 | 1,237,874 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 425 | $ 372 | $ 1,819 | $ 1,238 | |||||||||||||||
Common Stock [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Common stock, shares, issued upon conversion | 764,618 | ||||||||||||||||||
Common stock issued, value, upon conversion | $ 1,276,912 | ||||||||||||||||||
Common Stock [Member] | Series B Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||||||||||||||||||
Share-based Payment Arrangement, Option [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 20,000 | ||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Restricted stock grant date | 1 year | ||||||||||||||||||
Restricted stock unit vested | 20,000 | ||||||||||||||||||
Restricted Stock [Member] | Non Employee Directors [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Restricted stock unit vested | 30,000 | ||||||||||||||||||
Restricted Stock [Member] | Toper Taylor [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Restricted stock unit vested | 30,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,968,188 | 13,968,188 | |||||||||||||||||
Securities Purchase Agreement [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Warrants term | 5 years | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.20 | ||||||||||||||||||
Investor purchase percent | 100.00% | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,500,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Restricted Common Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Non option shares issued | 1,500,000 | ||||||||||||||||||
Securities Purchase Agreement [Member] | Restricted Stock [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,500,000 | ||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Warrants term | 3 years | ||||||||||||||||||
Issue and sale of stock | 1,007,194 | ||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||||||||||||
Purchase price per share | $ 2.78 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,007,194 | 15,000,000 | 15,000,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.78 | ||||||||||||||||||
Value of shares and warrants purchased | $ 2,800,000 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 50,360 | ||||||||||||||||||
Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,360 | ||||||||||||||||||
Warrant Exercise Agreement [Member] | B H P Capital N Y Inc [Member] | |||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,500,000 | 1,500,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.20 | ||||||||||||||||||
Stock issued during period, shares exercised with multiplied | 1,500,000 | ||||||||||||||||||
Incentive warrants received | 1,500,000 |
Schedule of Balance Sheets and
Schedule of Balance Sheets and Income Operations of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Total current liabilities | $ 487,454 | ||||
(Loss) income before income taxes | 153,320 | $ 291,506 | 5,112,100 | $ (4,704,394) | |
Income tax expense | |||||
SRM Entertainment, LTD [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Accounts receivable, net | 220,964 | ||||
Inventory | 559,737 | ||||
Prepaid expenses and other current assets | 261,980 | ||||
Total current assets | 1,042,680 | ||||
Intangible assets, net | 5,739,524 | ||||
Total assets | 6,782,204 | ||||
Accounts payable | 487,454 | ||||
Total current liabilities | $ 487,454 | ||||
Revenues, net | 1,729,006 | 697,883 | 5,148,814 | ||
Cost of revenues | 1,163,630 | 490,195 | 3,103,171 | ||
Gross profit | 565,376 | 207,688 | 2,045,643 | ||
Selling, general and administrative | 856,883 | 385,888 | 2,253,011 | ||
Operating income | (291,507) | (178,200) | (207,366) | ||
(Loss) gain on disposal | (153,320) | (4,933,900) | 4,911,760 | ||
Total other (expense) income | (153,320) | (4,933,900) | 4,911,760 | ||
(Loss) income before income taxes | 153,320 | 291,507 | 5,112,100 | (4,704,394) | |
Income tax expense | |||||
Net (loss) income | $ (153,320) | $ (291,507) | $ (5,112,100) | $ 4,704,394 |
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 | |||
C B A V One L L C [Member] | ||||
Payments to acquire assets | $ 3,000,000 | |||
Cash payment | $ 2,650,000 | |||
C B A V One L L C [Member] | Forecast [Member] | ||||
Royalty payments | $ 200,000 | $ 150,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 11, 2021 | Oct. 14, 2021 | Oct. 08, 2021 | Oct. 02, 2021 | Oct. 27, 2021 | Oct. 26, 2021 | Oct. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||||||||
Proceeds from warrant exercises | $ 167,961,099 | |||||||||
Number of shares authorized | 250,000,000 | 250,000,000 | ||||||||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants price | $ 4.527 | |||||||||
Proceeds from warrant exercises | $ 31,860,000 | |||||||||
Initially purchase share, description | the Company shall issue and deliver to the Holder November Warrants to initially purchase an aggregate number of shares equal to 125% of the number of Exercised Warrant Shares plus the number of any other shares issued to the Holder upon the exercise of other outstanding warrants or the conversion of the Company’s outstanding convertible notes prior to December 31, 2021, which number of shares shall be subject to adjustments as set forth therein. | |||||||||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | Minimum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares authorized | 300,000,000 | |||||||||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | July Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of warrants exercise | 2,438,700 | |||||||||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | August Series A Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of warrants exercise | 9,561,300 | |||||||||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | November Warrant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants price | $ 0.65 | |||||||||
Subsequent Event [Member] | Wattum Management Inc [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Revolving credit loan amount | $ 4,000,000 | |||||||||
Debt interest rate | 5.00% | |||||||||
Debt term | 25 years | |||||||||
Debt maturity date | Oct. 12, 2026 | |||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 56,250 | |||||||||
Subsequent Event [Member] | Warrant Holders [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued for warrant exercise | 1,007,194 | 7,222,804 | 6,672,710 | |||||||
Subsequent Event [Member] | Ad Rizer LLC [Member] | Zash [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 108,000,000 | |||||||||
Payments to Acquire Businesses, Gross | 15,000,000 | |||||||||
Escrow Deposit Disbursements Related to Property Acquisition | 10,000,000 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 83,000,000 | |||||||||
Cash invested for working capital | 5,000,000 | |||||||||
Working capital to be funded at closing | 1,000,000 | |||||||||
Working capital to be received every three months | $ 1,000,000 |