Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Apr. 07, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38448 | |
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 | 24 Aspen Park Blvd | |
Entity Address, City or Town | East Syracuse | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 13057 | |
City Area Code | (866) | |
Local Phone Number | 900-0992 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | BBIG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 248,987,660 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 20,186,550 | $ 86,700,982 |
Restricted cash - short term | 100,000,000 | |
Short-term investments | 156,000 | 178,000 |
Accounts receivable, net | 3,477,425 | 257,394 |
Inventory, net | 365,002 | |
Prepaid expenses and other current assets | 4,054,195 | 7,043,685 |
Loan held-for-investment | 750,000 | |
Loans held-for-investment - related parties - current portion, net of allowance for loan losses of $12,701,250 and $0, respectively | 5,740,000 | 3,950,000 |
Current assets of discontinued operations | 5,248,600 | |
Total current assets | 34,364,169 | 203,743,664 |
Restricted cash long-term | 10,000,000 | |
Property and equipment, net | 582,842 | 368,981 |
Right of use assets, net | 567,928 | 168,914 |
Loan held-for-investment | 250,000 | |
Loan held-for-investment - related parties, net of allowance for loan losses of $5,340,000 and $0, respectively | 16,500,000 | |
Intangible assets, net | 13,154,465 | 40,525,453 |
Goodwill | 46,615,835 | 121,580,144 |
Investment in Mind Tank, LLC | 3,078,150 | |
Investments | 1,000,000 | 1,000,000 |
Film and television productions | 2,918,306 | |
Other assets | 173,420 | |
Due from related party, net of allowance for losses of $15,451,062 and $0, respectively | 28,857 | 15,997,803 |
Due from Cryptyde net of allowance for losses of $2,025,039 and $0, respectively | 4,725,091 | |
Non-current assets of discontinued operations | 5,007,770 | |
Total assets | 117,209,063 | 405,142,729 |
Current liabilities: | ||
Accounts payable | 9,000,371 | 6,105,963 |
Accrued expenses and other current liabilities | 3,413,053 | 12,230,879 |
Current portion of operating lease liabilities | 185,186 | 100,733 |
Current portion of convertible notes payable, net of debt issuance costs of $0 and $68,911,823, respectively | 19,990,000 | 44,238,177 |
Current portion of notes payable | 15,530 | |
Current portion of notes payable – related parties | 112,835 | 112,835 |
Current liabilities of discontinued operations | 7,285,429 | |
Total current liabilities | 32,701,445 | 70,089,546 |
Operating lease liabilities, net of current portion | 399,947 | 70,514 |
Convertible notes payable – related parties, net of current portion | 2,500,000 | 2,500,000 |
Notes payable -related parties, net of current portion | 108,923 | 93,393 |
Derivative liability | 14,031,830 | 198,519,395 |
Deferred tax liability | 61,645 | 108,420 |
Deferred acquisition purchase price | 7,921,876 | |
Non-current liabilities of discontinued operations | 74,419 | |
Total liabilities | 57,725,665 | 271,455,687 |
Commitments and contingencies (Note 14) | ||
Stockholders’ Equity | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 238,187,660 and 150,118,024 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 238,188 | 150,118 |
Additional paid-in capital | 1,185,884,491 | 850,096,635 |
Accumulated deficit | (1,062,758,966) | (736,821,840) |
Total stockholders’ equity attributable to Vinco Ventures, Inc. | 123,363,713 | 113,424,913 |
Noncontrolling interest | (63,880,316) | 20,262,129 |
Total stockholders’ equity | 59,483,398 | 133,687,042 |
Total liabilities and stockholders’ equity | $ 117,209,063 | $ 405,142,729 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Allowance for loan losses on investment | $ 12,701,250 | $ 0 |
Net of allowance for loan losses non current portion | 5,340,000 | 0 |
Net of allowance for losses on related party | 15,451,062 | 0 |
Net of allowance for losses on subsidaries | $ 2,025,039 | |
Net of allowance for losses on subsidaries | $ 0 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 238,187,660 | 150,118,024 |
Common stock, shares outstanding | 238,187,660 | 150,118,024 |
Convertible Notes Payable [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Debt issuance costs, net, current | $ 0 | $ 68,911,823 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Total revenue, net | $ 5,563,392 | $ 229,004 | $ 23,705,959 | $ 1,721,631 |
Cost of revenues | ||||
Total costs of revenue | 6,799,103 | 99,334 | 25,522,133 | 786,457 |
Gross profit (deficit) | (1,235,711) | 129,670 | (1,816,175) | 935,174 |
Operating expenses: | ||||
Selling, general and administrative | 19,470,629 | 25,606,702 | 75,058,655 | 42,298,760 |
Impairment expense | 152,417,936 | 152,871,385 | ||
Total operating expenses | 171,888,564 | 25,606,702 | 227,930,040 | 42,298,760 |
Operating loss | (173,124,275) | (25,477,032) | (229,746,215) | (41,363,586) |
Other income (expense): | ||||
Interest (expense) | (4,311,410) | (26,997,803) | (42,946,190) | (42,375,399) |
Loss on issuance of warrants | (206,948,147) | (243,681,478) | (415,803,862) | |
Loss on inventory write down | (365,001) | |||
Loss on investments | (1,641,521) | |||
Change in fair value of warrant liability | 80,269,169 | (287,117,556) | 166,379,348 | (287,891,003) |
Change in fair value of contingent purchase price related to Adrizer, LLC acquisition | 3,158,124 | 15,328,124 | ||
Loan loss expense | (36,422,210) | (36,422,210) | ||
Loss on debt extinguishment | (37,235,055) | (37,235,055) | ||
Other income (loss) | (73,220) | (515,647) | 142,385 | (939,292) |
Total other income (expense) | 5,385,398 | (521,579,153) | (180,441,599) | (747,009,556) |
Loss before income taxes | (167,738,877) | (547,056,185) | (410,187,814) | (788,373,142) |
Income tax expense | ||||
Net loss | (167,738,877) | (547,056,185) | (410,187,814) | (788,373,142) |
Net loss attributable to noncontrolling interests | (68,756,763) | (3,885,333) | (87,446,819) | (3,834,756) |
Net loss attributable to Vinco Ventures, Inc. from continuing operations | (98,982,114) | (543,170,852) | (322,740,995) | (784,538,386) |
Net loss from discontinued operations | 707,722 | (3,260,912) | (4,063,044) | |
Net loss attributable to Vinco Ventures, Inc. | $ (98,982,114) | $ (542,463,130) | $ (326,001,907) | $ (788,601,430) |
Net loss per share - Basic and Diluted | ||||
Net loss per share- Continuing operations | $ (0.68) | $ (7.65) | $ (1.91) | $ (18.63) |
Net loss per share- Noncontrolling interests | (0.28) | (0.05) | (0.41) | (0.09) |
Net loss per share – Vinco Ventures, Inc. | (0.40) | (7.60) | (1.51) | (18.54) |
Net loss per share- Discontinued operations | 0.01 | (0.02) | (0.10) | |
Net loss per share | $ (0.40) | $ (7.59) | $ (1.52) | $ (18.63) |
Weighted Average Number of Common Shares Outstanding – Basic and Diluted | 245,170,631 | 71,516,431 | 214,411,979 | 42,326,468 |
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 |
Balance at Dec. 31, 2020 | $ 765 | $ 14,471 | $ 39,050,260 | $ (23,648,898) | $ (1,893,897) | $ 13,522,701 |
Balance, shares at Dec. 31, 2020 | 764,618 | 14,471,403 | ||||
Sale of common stock – investors | $ 2,507 | 6,052,493 | 6,055,000 | |||
Sale of common stock - investors, shares | 2,507,194 | |||||
Issuance of common stock - noteholders | $ 304 | 422,368 | 422,672 | |||
Issuance of common stock - note holders, shares | 303,483 | |||||
Issuance of common stock - consultants | $ 1,819 | 3,198,375 | 3,200,194 | |||
Issuance of common stock - consultants, shares | 1,819,272 | |||||
Issuance of common stock - employees | $ 2,891 | 3,289,299 | 3,292,190 | |||
Issuance of common stock - employees, shares | 2,891,227 | |||||
Issuance of common stock upon exercise of warrants | $ 69,213 | 180,272,201 | 180,341,414 | |||
Issuane of common stock upon exercise of warrants, shares | 69,212,800 | |||||
Offering costs -exercise of warrants | (12,380,315) | (12,380,315) | ||||
Issuance of common stock for acquisition | $ 3,500 | 10,131,500 | 10,135,000 | |||
Issuance of common stock for acquisition, shares | 3,500,000 | |||||
Share-based compensation | 10,077,275 | 479,161 | 10,556,436 | |||
Conversion 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 | ||||
Shares reserved for future issuance of common stock as consideration for the Emmersive asset acquisition | 7,400,000 | 7,400,000 | ||||
Conversion of preferred stock to common | $ (765) | $ 765 | ||||
Conversion of preferred stock to common, shares | (764,618) | 764,618 | ||||
Noncontrolling interest | 27,441,251 | 27,441,251 | ||||
Net income (loss) | (788,601,430) | (3,834,756) | (792,436,186) | |||
Balance at Sep. 30, 2021 | $ 107,021 | 617,952,342 | (812,250,328) | 22,191,759 | (171,999,206) | |
Balance, shares at Sep. 30, 2021 | 107,021,381 | |||||
Balance at Jun. 30, 2021 | $ 59,927 | 244,026,879 | (269,787,198) | (1,843,320) | (27,543,712) | |
Balance, shares at Jun. 30, 2021 | 59,927,241 | |||||
Sale of common stock – investors | $ 1,007 | 2,798,993 | 2,800,000 | |||
Sale of common stock - investors, shares | 1,007,194 | |||||
Issuance of common stock - noteholders | ||||||
Issuance of common stock - note holders, shares | ||||||
Issuance of common stock - consultants | $ 425 | 1,163,434 | 1,163,859 | |||
Issuance of common stock - consultants, shares | 425,000 | |||||
Issuance of common stock - employees | $ 30 | (30) | ||||
Issuance of common stock - employees, shares | 30,000 | |||||
Issuance of common stock upon exercise of warrants | $ 37,470 | 92,518,525 | 92,555,995 | |||
Issuane of common stock upon exercise of warrants, shares | 37,469,814 | |||||
Offering costs -exercise of warrants | (5,001,251) | (5,001,251) | ||||
Issuance of common stock for acquisition | $ 2,750 | 8,879,750 | 8,882,500 | |||
Issuance of common stock for acquisition, shares | 2,750,000 | |||||
Share-based compensation | 5,023,571 | 479,161 | 5,502,732 | |||
Conversion 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 | ||||
Noncontrolling interest | 27,441,251 | 27,441,251 | ||||
Net income (loss) | (542,463,130) | (3,885,333) | (546,348,463) | |||
Balance at Sep. 30, 2021 | $ 107,021 | 617,952,342 | (812,250,328) | 22,191,759 | (171,999,206) | |
Balance, shares at Sep. 30, 2021 | 107,021,381 | |||||
Balance at Dec. 31, 2021 | $ 150,118 | 850,096,635 | (736,821,840) | 20,262,129 | 133,687,042 | |
Balance, shares at Dec. 31, 2021 | 150,118,024 | |||||
Issuance of common stock - consultants | $ 40 | 102,523 | 102,563 | |||
Issuance of common stock - consultants, shares | 40,000 | |||||
Share-based compensation | 3,122,647 | 3,122,647 | ||||
Exercise of warrant liabilities | 227,949,858 | 227,949,858 | ||||
Net income (loss) | (326,001,907) | (87,446,819) | (413,448,726) | |||
Issuance of common stock – noteholders, net of offering costs | $ 6,047 | 6,780,620 | 6,786,667 | |||
Issuance of common stock- noteholders, net of offering costs, shares | 6,046,667 | |||||
Warrants exercised, net of offering costs | $ 81,983 | 100,954,855 | 101,036,839 | |||
Warrants exercised, net of offering costs, shares | 81,982,969 | |||||
Write off of investments | 927,875 | 927,875 | ||||
Investment in Magnifi U | (1,045,756) | (1,045,756) | ||||
Common stock issued by Cryptyde, Inc. | 12,001,000 | 12,001,000 | ||||
Spin-off of Cryptyde, Inc. | (11,936,218) | 299,608 | (11,636,610) | |||
Balance at Sep. 30, 2022 | $ 238,188 | 1,185,884,492 | (1,062,758,966) | (63,880,316) | 59,483,398 | |
Balance, shares at Sep. 30, 2022 | 238,187,660 | |||||
Balance at Jun. 30, 2022 | $ 233,141 | 1,181,292,871 | (963,776,852) | 4,580,064 | 222,329,225 | |
Balance, shares at Jun. 30, 2022 | 233,140,993 | |||||
Share-based compensation | 1,040,883 | 1,040,883 | ||||
Net income (loss) | (98,982,114) | (68,756,763) | (167,738,877) | |||
Issuance of common stock – noteholders, net of offering costs | $ 5,047 | 4,591,620 | 4,596,667 | |||
Issuance of common stock- noteholders, net of offering costs, shares | 5,046,667 | |||||
Investment in Magnifi U | (744,500) | (744,500) | ||||
Balance at Sep. 30, 2022 | $ 238,188 | $ 1,185,884,492 | $ (1,062,758,966) | $ (63,880,316) | $ 59,483,398 | |
Balance, shares at Sep. 30, 2022 | 238,187,660 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flow from Operating Activities | ||
Net loss attributable to Vinco Ventures, Inc. | $ (322,740,995) | $ (784,538,386) |
Net loss attributable to noncontrolling interest | (87,446,819) | (3,834,756) |
Net loss | (410,187,814) | (788,373,142) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Discontinued operations | (3,260,912) | (4,063,044) |
Amortization of financing costs | 43,525,990 | 42,324,603 |
Share-based compensation | 3,225,210 | 16,829,359 |
Depreciation and amortization | 5,963,797 | 5,013,544 |
Loss on disposal of assets | 147,569 | |
Loss on disposal of joint venture | 304,643 | |
Amortization of right of use asset | 308,750 | 80,333 |
Change in fair value of short-term investment | 22,000 | 736,000 |
Write off of investments | 1,646,596 | |
(Gain) loss on debt extinguishment | 27,235,055 | (852,352) |
Change in allowance for loan losses | 36,422,210 | |
Loss on issuance of warrants | 243,681,478 | 415,803,862 |
Change in fair value of warrant liability | (166,379,348) | 287,891,003 |
Inventory write-off | (365,001) | |
Exit of investment | 4,130,580 | |
Change in fair value of deferred acquisition | (15,328,124) | |
Equity method investment - Income share of Mind Tank LLC | (278,150) | |
Changes in assets and liabilities: | ||
Accounts receivable | 2,119,129 | (591,061) |
Inventory | (1,234,422) | 232,213 |
Prepaid expenses and other assets | 120,159 | (2,835,791) |
Accounts payable | (4,680,511) | 2,027,185 |
Related party, net | (926,284) | (17,050) |
Accrued expenses and other liabilities | (13,125,072) | (356,941) |
Operating lease liabilities | (293,878) | (80,582) |
Net Cash Used in Operating Activities | (98,770,185) | (21,796,639) |
Cash Flows from Investing Activities | ||
Issuance of loans held-for-investment-related parties | (7,130,000) | |
Repayments of loans held-for-investment-related parties | 2,348,697 | |
Issuance of loans held-for-investment | (500,000) | |
Purchases of property and equipment | (584,494) | (281,164) |
Cash received from sale of assets of CBAV 1, LLC | 2,529,565 | |
Funding of loan receivable | (20,150,000) | |
Consolidation of Magnifi U (VIE) | 1,008,435 | |
Acquisition of business, net of cash acquired | (34,850,577) | (90,761,200) |
Net Cash (Used in) Provided by Investing Activities | (39,707,939) | (108,662,799) |
Cash Flows from Financing Activities | ||
Net (repayments) under line of credit | (379,333) | |
Net (repayments) borrowings under convertible notes payable | 120,501,538 | |
Net (repayments) borrowings under notes payable | (165,530) | (1,070,318) |
Net (repayments) borrowings under notes payable - related parties | (12,114) | (2,714,677) |
Warrants settled for cash | (33,886,612) | |
Payments under convertible notes | (88,000,000) | |
Fees paid for financing costs | (10,205,678) | |
Net proceeds from exercise of warrants | 101,036,838 | 167,961,099 |
Net proceeds from issuance of common stock | 6,055,000 | |
Common stock issued by Cryptyde, Inc. | 12,001,000 | |
Cash paid with Cryptyde, Inc. spinoff | (9,921,084) | |
Net Cash (Used in) Provided by Financing Activities | (18,947,502) | 280,147,631 |
Net (Decrease) Increase in Cash and Cash Equivalents and Restricted Cash | (157,425,626) | 149,688,193 |
Cash and Cash Equivalents and Restricted Cash - Beginning of Period | 187,612,176 | 249,356 |
Cash and Cash Equivalents and Restricted Cash - End of Period | 30,186,550 | 149,937,549 |
Cash paid during the year for: | ||
Interest | 529,797 | 976,282 |
Income taxes | ||
Noncash investing and financing activity: | ||
Issuance of warrants to note holders | 243,681,478 | 102,938,515 |
Deferred acquisition purchase price | 11,080,000 | |
Share issued to holders of line of credit | 1,178,750 | |
Shares issued to note holders | 2,190,000 | 422,672 |
Shares issued for the acquisition of Lomotif Private Limited | 10,135,000 | |
Conversions under notes payable | (6,781,620) | 31,673,679 |
Shares reserved for EVNT, LLC | 7,400,000 | |
Asset acquisition of Love is Blurred, LLC – Repayment of held-for-investment-related parties | 1,048,750 | |
Consolidation of Magnifi U (VIE), net of cash | (2,054,191) | |
Acquisition of business, net of cash acquired | 64,272,070 | |
Ad Rizer LLC [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of Edison Nation goodwill | 76,537,124 | |
Impairment of E-NFT intangible assets | 27,638,824 | |
Lomotif Private Limited [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of Edison Nation goodwill | 10,074,850 | |
Impairment of E-NFT intangible assets | 22,873,126 | |
Uber Mom Lily And Cloud B Pirasta [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of Edison Nation goodwill | 453,449 | |
Edison Nation Inc [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of Edison Nation goodwill | 4,938,674 | |
Impairment of E-NFT intangible assets | 3,747,352 | |
E-NFT [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment of E-NFT intangible assets | $ 6,607,990 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Note 1 — Basis of Presentation and Nature of Operations Unaudited Interim Condensed Consolidated Financial Information The unaudited 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 and consolidated variable interest entities. 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, 2022 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The interim results are not necessarily indicative of the operating results to be expected for the fiscal year ending December 31, 2022 or for any other interim period or for any other future year. The unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”). 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, 2021, and updated, as necessary, in this Quarterly Report. Description of the Business Vinco Ventures is focused on digital media, advertising and content technologies. As of September 30, 2022, Vinco Ventures’ wholly-owned subsidiaries included: AdRizer, Vinco Ventures Shared Services LLC, Honey Badger, EVNT Platform LLC DBA Emmersive Entertainment (“EVNT”), Love is Blurred LLC 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 25 80 100 Going Concern and Liquidity These condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of our liabilities in the normal course of business. The Company has incurred and continues to incur losses from operations as well as negative cash flows from operations. For the nine months ended September 30, 2022, the Company had a net loss of $ 410,187,814 98,770,185 1,062,758,966 250,000,000 750,000,000 0.65 0.36 33,886,612 82,260,699 33,000,000 115,500 65,000,000 55,000,000 20,750,707 16,000,000 1,700,000 12.4 11,000,000 Management’s plans include evaluating different strategies to obtain required funding for future operations, developing and implementing cost reduction initiatives, and pursuing revenue generating programs with strategic partners. As these plans have not yet been implemented, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Vinco Ventures, Inc. and its wholly-owned subsidiaries, majority owned subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated. Use of Estimates Preparation of financial statements in conformity with 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, impairment valuation estimates, the recoverability and useful lives of long-lived assets, debt conversion features, fair value of warrant liabilities, 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. Significant Accounting Policies Significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no changes in such policies or the application of such policies during the nine months ended September 30, 2022. As a result of the acquisition of Adrizer, the Company added a new revenue stream, Digital Media Advertising and Licensing, to its Revenue Recognition policy. Additionally, as a result of the Company’s interest in Love is Blurred, the Company has recorded Film and Television Production assets in accordance with Topic 926. As a result of these changes in the first nine months of 2022, new investments have been recognized. The details for each of these topics are as follows: Revenue Recognition 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 as disclosed in the Company’s Annual Report on Form 10-K. Additional clarification on the Company’s Digital Media Advertising and Licensing revenue recognition policy is provided below. Digital Media Advertising and Licensing The Company’s digital media advertising revenues are generated primarily from the posting of original digital content through third-party online platforms which are then delivered to users of the online platform across the customer’s digital advertising platform and becomes monetizable to the Company, which the Company concludes is its performance obligation. The Company purchases traffic (spots on a web page) from third party providers. The Company generates revenue by charging their clients for traffic that they purchase from third-parties. The Company also charges a client traffic management fee that is based on a percentage of the amount of traffic purchased by AdRizer for the client. AdRizer built a proprietary software which provides real-time analytics. Utilizing the Company’s software, the Company’s media buyers create, deploy and manage ad campaigns to generate profit. Revenue from the digital media platform is primarily recognized based on impressions delivered to customers. An “impression” is delivered when an advertisement appears on pages viewed by users. For impressions-based digital advertising, revenues are recognized as impressions are delivered over the term of the arrangement, while revenue from non-impressions-based digital advertising is recognized over the period that the advertisements are displayed. Such amounts are recognized net of agency commissions and provisions for estimated sales incentives, including rebates, rate adjustments or discounts. Licensing revenues are derived from the sale of a licensee’s products that incorporates the Company’s intellectual property. Royalty revenues are recognized during the quarter in which the Company receives a report from the licensee detailing the shipment of products that incorporate the Company’s intellectual property, which receipt is in the quarter following the licensee’s sale of such products to its customers. Royalties are calculated as a percentage of the revenues received by the Company’s licensees on sales of products incorporating the Company’s intellectual property. Total licensing revenues for the nine months ended September 30, 2022 are $ 96,790 Identification of a Customer and Gross Versus Net Revenue Recognition In the normal course of business, the Company acts as or uses an intermediary or agent in executing transactions with third parties. When the intermediary or agent is determined to be the Company’s customer, the Company records revenue based on the amount it expects to receive from the agent or intermediary based on contractual terms with the customer. In other circumstances, the determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as a principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. The determination of whether the Company is acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of the arrangement. The Company serves as the principal in transactions in which it controls the goods or services prior to being transferred to the ultimate customer. For AdRizer, FASB ASC 606 requires an entity to determine whether it is a principal (recognizes revenue at the gross amount) or an agent (recognizes revenue at the net amount) for each promised good or service. Based on the FASB guidance, the Company has determined that AdRizer is the principal for each promised good or service, thus, revenue is recognized at the gross amount of the transactions. Revenue from traffic sales and traffic management services are generally recognized at the end of each month when the performance obligation is satisfied. Film and Television Productions The Company accounts for the film and television productions in accordance with Topic 926, Entertainment – Films Investments Investments in equity securities (excluding equity method investments) with readily determinable fair values are accounted for at fair value. For investments in equity securities without readily determinable fair values, the Company elects the measurement alternative permitted under GAAP to measure these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments in which the Company has the ability to exercise significant influence but does not control and is not the primary beneficiary are equity method investments. Significant influence typically exists if the Company has a 20 50 |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Note 3 — Acquisitions and Divestitures Acquisitions AdRizer, LLC On February 11, 2022, the Company acquired all of the outstanding equity interests of AdRizer and cancelled all outstanding performance units under AdRizer’s phantom equity plan (“Performance Units”) pursuant to that certain Unit Purchase Agreement among the Company, AdRizer, the members of AdRizer and the holders of Performance Units of AdRizer (collectively, the “Seller Members”), and Innovative Assets LLC, in its capacity as the sellers’ representative (the “Unit Purchase Agreement”), resulting in AdRizer becoming a wholly-owned subsidiary of the Company. The purchase price paid and payable consists of (i) $ 38 10 10 50 5.00 8.00 23,250,000 If a Company change of control transaction occurs on or prior to January 1, 2024, the issuance of the Purchase Price Equity may be accelerated to allow each Seller Member to participate in such transaction on the same terms as other common stockholders of the Company (the “Acceleration”), provided that, to the extent that the consideration to be paid to the common stockholders of the Company in such transaction does not consist entirely of cash or free-trading securities listed on a national stock exchange, (i) each Seller Member may elect the Acceleration except with respect to Purchase Price Equity issuable in respect of the Performance Units, and (b) if any Seller Member has not elected the Acceleration, to the extent permitted and with respect to the Performance Units, the Company shall (i) pay each such applicable Seller Member a cash amount equal to 50 Upon the closing of the acquisition, AdRizer entered into a new employment agreement with its chief executive officer, Kenneth Bond. Certain Seller Members including those who are employees, officers, directors or managers of AdRizer and their affiliates also agreed to be bound by three-year post-closing non-competition and non-solicitation restrictive covenants pursuant to the Unit Purchase Agreement. The Company has accounted for the AdRizer acquisition as a business combination under the acquisition method of accounting. The Company has classified the Purchase Price Equity as a deferred acquisition liability. The purchase price allocation presented below is preliminary given the recent closing of the AdRizer acquisition. We are in the process of evaluating additional information necessary to finalize the valuation of assets acquired and liabilities assumed as of the acquisition date including, but not limited to, post-closing adjustments to the working capital acquired and identification and valuation of developed technology and intangible assets acquired which include customer relationships and trade name, and the fair value of AdRizer’s investment in Mind Tank, LLC, of which we own 50 The fair value in AdRizer, and AdRizer’s investment in Mind Tank, used several methodologies to arrive at the current estimate. To value assets, fixed assets were reported at NBV which approximates fair value. The fair value of the intangible assets employed the following methodologies: customer relationships (Distributor method); developed technology (Multi- period Excess Earnings Method); trade name (Relief-from-Royalty); and the existing workforce was also valued (Replacement Cost method) but is included in Goodwill for reporting purposes. The estimated useful life of the various intangibles was based on the cash flow estimated for the particular asset. Qualitative factors regarding the valuation included expected synergies between businesses and integration of the technology. The following purchase price allocation is preliminary and details management’s estimate and allocation of the purchase price and fair value of the asset acquired and liabilities assumed at the time of closing. Summary of Business Combination Acquired Assets and Liabilities Purchase Price AdRizer Cash paid $ 37,936,323 Fair value of deferred acquisition price 23,250,000 Purchase consideration $ 61,186,323 AdRizer Cash and cash equivalents $ 3,085,747 Accounts receivable 5,564,539 Other current assets 847,273 Property and equipment 191,654 Investment in Mind Tank, LLC 2,800,000 Customer relationships 8,800,000 Developed technology 28,000,000 Trade Name 2,200,000 Goodwill 17,039,788 Total assets acquired 68,529,001 Accounts payable and accrued expenses 7,342,678 Total liabilities assumed 7,342,678 $ 61,186,323 Statement of Cash Flow reconciliation: Schedule of Cash Flow Reconciliation Purchase consideration $ 61,186,323 Fair value of deferred acquisition price (23,250,000 ) Cash and cash equivalents, acquired (3,085,747 ) Net cash paid $ 34,850,576 During the nine months ended September 30, 2022, the Company made a provisional estimate and adjustment for amortization of the preliminary intangible assets including customer list, developed technology, and trade name. The Company has estimated a seven 3,066,665 The Company recognized $ 8,216,000 6,750,000 The activity of AdRizer is included in the Company’s consolidated financial statements from the acquisition date to September 30, 2022. The amounts of revenue and earnings of AdRizer from the acquisition date of February 11, 2022 to September 30, 2022 are as follows: Schedule of Business Combination Revenue and Earnings Revenue $ 23,415,515 Net income $ (41,285,001 ) The following represents the pro forma consolidated statement of operations as if AdRizer had been included in the consolidated results of operations of the Company for the nine-month period ended September 30, 2022 and 2021. The pro forma financial information is for illustrative purposes only, does not include the pro forma adjustments that would be required under Regulation S-X for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma information is based upon currently available information and does not reflect any additional depreciation or amortization that would have been charged assuming fair value adjustments to developed technology and other intangible assets, together with the consequential tax effects, which have not yet been finalized. For the Nine Months 2022 2021 Revenues, net $ 26,904,138 $ 32,864,062 Net loss attributable to Vinco Ventures, Inc. $ (326,019,643 ) $ (790,679,931 ) PZAJ Holdings, LLC On May 12, 2022, the Company entered into an agreement with PZAJ Holdings, LLC (“PZAJ”) to Convert Promissory Note to Capital Contributions (“5/12/2022 Conversion Agreement”). Under the 5/12/2022 Conversion Agreement, the Company was to be admitted as a PZAJ Member with 51 Because condition(s) precedent to the Company’s admission to PZAJ as a member and to the May 12, 2022 Agreement to Convert Promissory Note to Capital Contributions failed to occur, the Company did not record a membership interest in PZAJ. The notes receivable due from PZAJ will continue to be reported by the Company. Because the intent is to be admitted as a member in exchange for the cancellation of the notes receivable, the Company will not establish a reserve against the loans that are included in the conversion agreement as the fair value of the membership interest approximates the fair value of the loans receivable. During the nine months ended September 30, 2022, the Company held eight loans for investment with PZAJ, a related party, totaling $ 6,580,000 2 one-year repayment term and are repaid through 50% of net revenues 840,000 2 two-year repayment term The notes are principally funding film or TV production assets, all of which are still in production. As of September 30, 2022, $ 3,150,000 5,740,000 840,000 Asset Acquisitions Love is Blurred, LLC On June 21, 2022, ZASH and the Company entered into a Love is Blurred LLC Membership Interest Assignment Agreement (“LIB Membership Interest Agreement”). Pursuant to the LIB Membership Interest Agreement, ZASH sold 100 1,048,750 201,250 1,250,000 531,279 718,721 The LIB LLC assets consist principally of a single film production asset. Because LIB LLC is not a business, the acquisition has been accounted for as an asset. Emmersive Entertainment Asset Contribution On April 17, 2021, Vinco and EVNT entered into (and closed on) a certain Asset Contribution Agreement (“Asset Contribution Agreement”) with Emmersive Entertainment, Inc. (“Emmersive”), 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 1,000,000 4,000,000 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 $ 2,100,000 5,300,000 1,000,000 The following table summarizes the aggregate purchase price consideration paid for the acquisition of the asset: Summary of the Aggregate Purchase Price Consideration Paid April 17, 2021 Fair value of shares reserved for future issuance and earn out shares $ 7,400,000 Fair value of assumed notes payable 151,987 Total $ 7,551,987 On February 25, 2022, Emmersive, certain former shareholders of Emmersive (collectively, the “Emmersive Parties”), the Company and EVNT entered into a Termination and Release Agreement, terminating certain transaction documents dated April 17, 2021, in connection with which the Emmersive Parties and our subsidiary Cryptyde, Inc (“Cryptyde”) also entered into a Milestone Agreement for the earnout shares to be earned and any remaining consideration to be paid by Cryptyde with an effective date of both the agreements upon the spin- off of Cryptyde being declared effective by the SEC (the “Effective Date”). Upon the Effective Date, the agreements released the Company of the obligation to deliver the additional 4,000,000 In addition, with the sale of Cryptyde, there was a change in how the Company planned to utilize the EVNT platform from its acquisition. Management made the determination that it was no longer interested in continuing to operate and profit from E-NFT. The developed technology intangible asset for the EVNT platform of $ 6,607,989 Divestitures Spin-Off of Cryptyde, Inc On November 8, 2021, Cryptyde initially filed, and on January 25, 2022, March 18, 2022 and May 13, 2022 amended, a Form 10 registration statement with the SEC (the “Form 10”) in connection with our planned spin-off of 100 On May 16, 2022, the Form 10 was declared effective. The Record Date for the spin-off was May 18, 2022. Effective June 29, 2022, Cryptyde separated from the Company and the distribution of its common stock was completed. Upon completion of the spin-off, Cryptyde became an independent, publicly traded company (NasdaqCM: TYDE). The distribution was made in the amount of one share of Cryptyde common stock for every ten shares of our common stock owned by our stockholders at the close of business on the Record Date. Also, in connection with the spinoff, we entered into definitive agreements with Cryptyde that, among other things, set forth the terms and conditions of the separation and distribution. The agreements set forth the principles and actions taken or to be taken in connection with the separation and the distribution and provide a framework for our relationship with Cryptyde from and after the separation and the distribution. The agreements include a Separation and Distribution Agreement and a Tax Matters Agreement. On January 26, 2022, Cryptyde entered into a Securities Purchase Agreement with an accredited investor for the issuance of a (i) 1,500,000 shares of Cryptyde Common Stock, and (ii) a warrant to purchase up to 1,500,000 shares of Cryptyde Common Stock with an exercise price of $8.00 per share of Cryptyde Common Stock. In addition, Cryptyde issued a warrant to the placement agent to purchase up to 240,000 shares of Cryptyde Common Stock with an initial exercise price of $8.00 per share of Cryptyde Common Stock. The transaction closed on May 20, 2022 On June 29, 2022, Vinco Ventures, Inc. distributed 100% of the shares of Cryptyde’s common stock held by Vinco to holders of shares of Vinco common stock, subject to certain conditions The results of our Cryptyde businesses have been reflected as discontinued operations in the current year period through the date of the spinoff and in the prior year period. Details of assets and liabilities related to the spin-off of Cryptyde are as follows: Schedule of Divestitures Balance Sheets June 29, 2022 December 31, 2021 Assets Current assets: Cash $ 9,921,084 $ 911,194 Accounts receivable, net 1,092,406 867,027 Inventory 2,075,089 110,664 Prepaid expenses and other current assets 3,247,154 3,359,716 Total current assets 16,335,733 5,248,601 Loan receivable, related party 3,950,053 4,000,000 Loan Interest Receivable, related party 133,187 Fixed assets, net 1,193,132 1,007,770 Total Assets $ 21,612,105 $ 10,256,371 Liabilities and Stockholders’ Equity Current liabilities: Current liabilities $ 3,178,690 $ 7,285,429 Total Current Liabilities 3,178,690 7,285,429 Other liabilities: Due company (former parent), net $ 6,750,130 $ 27,644 Other liabilities 46,775 46,775 Net assets of spin-off / discontinued operations: Net assets of spin-off / discontinued operations $ 11,636,610 $ 2,896,522 The following cash flow supplementary information summarizes the distribution: June 29, 2022 Cash distributed $ 9,921,084 Other assets distributed 11,691,021 Liabilities distributed (9,975,495 ) Net assets distributed $ 11,636,610 Details of earnings (loss) from discontinued operations included in our condensed consolidated statements of operations are as follows: 2022 2021 2022 2021 For the Three Months For the Nine Months 2022 2021 2022 2021 Revenues, net $ - $ 2,002,982 $ 11,103,512 $ 5,767,328 Cost of revenues - 1,432,506 9,466,949 4,119,953 Gross Profit - 570,476 1,636,563 1,647,375 Operating expenses: Selling, general and administrative - 262,717 5,050,186 1,173,191 Operating Income - 307,759 (3,413,623 ) 474,184 Other (expense) Income Interest income (expense) - (14,509 ) 149,311 (47,327 ) Other income (loss) - 567,792 3,400 622,199 Total other (expense) income - 553,283 152,711 574,872 (Loss) Income Before Income Taxes - 861,042 (3,260,912 ) 1,049,056 Income tax expense - - - - Net (Loss) Income $ - $ 861,042 $ (3,260,912 ) $ 1,049,056 During the time Cryptyde was under management of the Company, cash advances were made to Cryptyde for management fees, working capital, and financing needs, as well as other operating expenses that were paid for on behalf of Cryptyde. As of September 30, 2022, amounts due from Cryptyde, net of allowance for losses of $ 2,025,039 4,725,091 Write-off of Best Party Concepts, LLC and Global Clean Solutions, LLC The Company wrote-off its investment in Best Party Concepts, LLC and Global Clean Solutions, LLC as of June 30, 2022 due to insignificant activity and a decision to not pursue business in the foreseeable future. The write-off attributed to Best Party Concepts equaled $ 314,319 608,482 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2022 | |
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 VIEs. The Company evaluates the consolidation of these entities as required pursuant to ASC Topic 810 relating to the consolidation of VIEs. 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 a portion of the economics of these VIEs. The Company is the primary beneficiary of the VIE entities. The assets of the VIEs can be used to settle obligations of the consolidated entities. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets. The following table presents the carrying values of the assets and liabilities of entities that are VIEs and consolidated by the Company as of September 30, 2022 and December 31, 2021: Schedule of Assets and Liabilities of Variable Interest Entities September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 1,799,152 $ 1,856,017 Accounts receivable, net - - Prepaid expenses and other current assets 1,860,867 2,388,893 Due from related party, current - 15,997,803 Loan held-for-investment, related parties, current, net of allowance for loan losses of $ 7,701,250 0 - - Total current assets 3,660,019 20,242,713 Due from related party, non-current, net of allowance for losses of $ 15,100,584 0 25,001 - Loan interest receivable, non-current, net of allowance for loan losses of $ 335,673 0 38,260 - Loan held-for-investment 750,000 3,100,000 Loan held-for-investment, related parties - 11,500,000 Investment in subsidiary 110,509,500 - Total other assets 111,322,761 14,600,000 Property and equipment, net 399,798 147,519 Intangible assets, net 2,970,427 28,150,048 Goodwill 40,124,491 116,188,021 Cost method Investments 1,000,000 1,000,000 Right of use assets, net 45,000 - Total assets $ 159,522,496 $ 180,328,301 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 1,910,250 $ 686,674 Accrued expenses and other current liabilities 2,523,283 1,672,492 Operating lease liabilities 44,131 - Total current liabilities 4,477,663 2,359,166 Intercompany 65,966,770 - Notes payable 6,000,000 2,650,000 Due to related party - 315,666 Total liabilities $ 76,444,433 $ 5,324,832 The following table presents the operations of entities that are VIEs and consolidated by the Company as of September 30, 2022 and 2021: Schedule of Operations of Variable Interest Entities 2022 2021 2022 2021 For the Three Months For the Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Revenues, net $ - $ - $ - $ 307,339 Cost of revenues - - - 93,685 Gross Profit - - - 213,654 Operating expenses: Selling, general and administrative 105,639,946 11,761,747 138,747,755 11,866,488 Operating (Loss) income (105,639,946 ) (11,761,747 ) (138,747,755 ) (11,652,834 ) Other (Expense) Income Interest expense (29,669 ) (155,476 ) (42,784 ) (163,236 ) Other income 175,529 98,333 527,493 98,353 Loan loss expense (8,036,923 ) - (8,036,923 ) - Total Other Expense 7,891,063 57,123 7,552,214 64,883 Loss Before Income Taxes (113,531,009 ) (11,818,870 ) (146,299,968 ) (11,717,717 ) Income tax expense - - - - Net (Loss) Income $ (113,531,009 ) $ (11,818,870 ) $ (146,299,968 ) $ (11,717,717 ) As of September 30, 2022, the Company had no unconsolidated VIEs. The Company has consolidated Magnifi U, ZVV, and Lomotif for which the Company has determined it holds a variable interest. ZVV currently owns an 80 100 Magnifi U Inc. On May 19, 2021, the Audit Committee approved the Company entering into a secured loan to Magnifi U for up to $ 2.75 million, with $ 750,000 to be loaned immediately. In addition to the $ 750,000 1,168,073 1,918,073 On October 12, 2021, ZVV Media loaned $ 1,500,000 3 October 12, 2023 8 2,411,140 5,000,000 15 On December 30, 2021 the Vinco Ventures, Inc. Board of Directors unanimously approved Vinco Ventures, Inc. to hire all then-current employees of Magnifi U, as part of the strategic investment in the platform. As a result of the Board of Directors approval to hire all then-current employees of Magnifi U, and subsequent onboarding of Magnifi U employees in January 2022, the Company reconsidered the relationship as prescribed in ASC 810-10-35-4. The Company concluded consolidation was appropriate. ZVV Media Partners, LLC and Lomotif Private Limited On January 19, 2021, Vinco Ventures, ZASH and ZVV entered into a Contribution Agreement pursuant to which each of Vinco Ventures and ZASH contributed to ZVV certain media and entertainment assets in order for ZVV to engage in the development and production of consumer facing content and related activities. On or around February 23, 2021, ZASH entered into a Securities Purchase Agreement (the “Lomotif SPA”) with Lomotif and certain shareholders of Lomotif (the “Lomotif Selling Shareholders”) to acquire a controlling interest in Lomotif. On July 19, 2021, ZASH, Lomotif, the Lomotif Selling Shareholders and ZVV entered into a Deed of Variation and Supplement 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. On July 22, 2021, ZASH and Vinco Ventures entered into a Second Amended and Restated Limited Liability Company Agreement of ZVV, pursuant to which (i) ZASH and Vinco Ventures each acquired a 50% voting membership interest in ZVV; and (ii) ZASH acquired a 75% economic interest in ZVV after return of unreturned capital contributions and Vinco Ventures acquired a 25% economic interest in ZVV after return of unreturned capital contributions On July 25, 2021, ZVV completed the acquisition of an 80 109,765,000 |
Short-Term Investments
Short-Term Investments | 9 Months Ended |
Sep. 30, 2022 | |
Short-term Investments | |
Short-Term Investments | Note 5 — Short-Term Investments Investments in equity securities with readily determinable fair values are carried at fair value, and changes in unrealized gains or losses are reported in current period earnings. As of September 30, 2022 and December 31, 2021, short-term investments consisted of the following: Schedule of Short-Term Investments September 30, 2022 December 31, 2021 Jupiter Wellness, Inc. (JUPW) $ 1,040,000 $ 1,040,000 Unrealized losses (884,000 ) (862,000 ) Total short-term investments $ 156,000 $ 178,000 |
Property and Equipment, net
Property and Equipment, net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6 — Property and Equipment, net As of September 30, 2022 and December 31, 2021, property and equipment consisted of the following: Schedule of Property and Equipment September 30, 2022 December 31, 2021 Software $ 1,197 $ 147,792 Furniture and fixtures 168,059 20,500 Computers 111,348 7,003 Leasehold improvements 420,347 18,761 Equipment 233,782 203,252 Construction in progress 203,350 - Property, plant and equipment,gross 1,138,082 397,309 Less: accumulated depreciation (555,240 ) (28,328 ) Total property and equipment, net $ 582,842 $ 368,981 Depreciation expense for the three months ended September 30, 2022 and 2021 was $ 144,388 70,689 260,100 136,312 194,624 47,055 147,569 |
Loans Held for Investment
Loans Held for Investment | 9 Months Ended |
Sep. 30, 2022 | |
Loans Held For Investment | |
Loans Held for Investment | Note 7 — Loans Held for Investment As of September 30, 2022 and December 31, 2021, loans held-for-investment consisted of the following: Summary of Loans Held for Investment September 30, 2022 December 31, 2021 Loans held-for-investment: Carlin Haynes, LLC (i) $ 750,000 $ 250,000 Total loans held-for-investment $ 750,000 $ 250,000 (i) On August 5, 2021, the Company loaned $ 250,000 500,000 6 August 5, 2023 1,000,000 As of September 30, 2022, and December 31, 2021, loans held-for-investment – related parties consisted of the following: Summary of Related Parties Loans Held for Investment September 30, 2022 December 31, 2021 Loans held-for-investment – related parties: PZAJ Holdings, LLC (ii) $ 6,580,000 $ 3,950,000 ZASH Global Media and Entertainment Corporation (iii) 17,201,250 15,000,000 Allowance for loan losses – PZAJ Holdings, LLC (840,000 ) - Allowance for loan losses – Zash Global Media and Entertainment Corporation (17,201,250 ) - Total Loans Held-For-Investment – Related Parties $ 5,740,000 $ 18,950,000 (ii) PZAJ is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. The loans each bear an interest rate of 2 (iii) ZASH Global Media and Entertainment Corporation is a media and entertainment company involved in the development of consumer facing content. As of September 30, 2022, the Company has loaned $ 19,500,000 17,201,250 The interest rates on the notes are 3% or 6% per annum The loans are due in 2023 and 2028 with $ 12,701,250 4,500,000 17,201,250 In the event that ZASH issues and sells preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to ZASH of at least $ 1,000,000 80 On December 30, 2021 the Vinco Ventures, Inc. Board of Directors unanimously approved Vinco Ventures, Inc hiring of then-current employees of ZASH. The founding members of ZASH were not hired by Vinco. As of September 30, 2022, the Company has loaned $ 6,580,000 2 3,150,000 5,740,000 840,000 840,000 5,740,000 840,000 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Investments | Note 8 — Investments As of September 30, 2022. And December 31, 2021, our non-current investments consisted of the following: Schedule of Noncurrent Investments September 30, 2022 December 31, 2021 Hyperreal Digital, Inc. $ 1,000,000 $ 1,000,000 Total Investments $ 1,000,000 $ 1,000,000 This investment does not have a readily determinable fair value and therefore it is measured at cost less impairment. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 9 — 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 a 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 following fair value of financial assets and liabilities and the input level used to determine the fair value as of September 30, 2022 and December 31, 2021 is presented below: Schedule of Fair Value of Financial Assets and Liabilities Fair Value Measurements as of September 30, 2022 Level 1 Level 2 Level 3 Assets: Short-term investments $ 156,000 $ - $ 1,000,000 Liabilities: Warrant liability - - 14,031,830 Purchase consideration - - 7,921,876 Total $ 156,000 $ - $ 22,953,706 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 178,000 $ - $ 1,000,000 Liabilities: Warrant Liability - - 198,566,170 Total $ 178,000 $ - $ 199,566,170 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, 2022 and 2021, respectively: Schedule of Reconciliation of Liabilities Measured at Fair Value Warrant Liability Purchase Consideration Balance, January 1, 2022 $ 198,566,170 $ - Issuance of warrants 243,681,478 23,250,000 Change in fair value of warrants (166,379,348 ) (15,328,124 ) Warrants settled for cash (33,886,612 ) - Exercise of warrants (227,949,858 ) - Balance, September 30, 2022 $ 14,031,830 $ 7,921,876 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 10 — Intangible Assets and Goodwill As of September 30, 2022, intangible assets consisted of the following: Schedule of Intangible Assets Estimated Remaining Weighted Average Initial Current Net Useful Useful Carrying Period Accumulated Carrying Life Life Amount Impairment Amortization Amount Finite lived intangible assets: Customer relationships 7 15 5.2 $ 7,870,000 $ (670,000 ) $ (652,041 ) $ 6,547,959 Developed technology 7 10 0.7 67,451,987 (65,943,869 ) (25,002 ) 1,483,116 Membership network 7 0.0 1,740,000 (1,740,000 ) - - Digital media platform 7 3.0 1,552,500 - (415,847 ) 1,136,653 Influencer network 5 3.1 2,756,000 - (413,397 ) 2,342,603 Trademarks and tradenames 7 6.4 1,800,000 - (155,867 ) 1,644,133 Total finite lived intangible assets 83,170,487 (68,353,869 ) (1,662,154 ) 13,154,464 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 $ 84,410,487 $ (69,593,869 ) $ (1,662,154 ) $ 13,154,465 As of December 31, 2021, intangible assets consisted of the following: Estimated Remaining Weighted Average Gross Net Useful Useful Carrying Accumulated Carrying Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 11.7 $ 670,000 $ 148,889 $ 521,111 Developed technology 7 10 7.0 37,251,987 3,458,065 33,793,922 Membership network 7 3.7 1,740,000 828,571 911,429 Digital media platform 7 5.9 1,552,500 249,509 1,302,991 Influencer network 5 5.0 2,756,000 - 2,756,000 Total finite lived intangible assets 43,970,487 4,685,034 39,285,453 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 $ 45,210,487 $ 4,685,034 $ 40,525,453 Given the downturn in the Company’s business during the three months ended September 30, 2022, the Company determined that there was an early impairment indicator which would trigger an impairment test as of September 30, 2022. The Company engaged an independent third party to perform a quantitative assessment of goodwill and intangible assets related to Lomotif and Adrizer as of September 30, 2022. The valuation methods used in the quantitative fair value assessment of the intangible assets used was a multi-period excess earnings method for developed technology, distributor method for customer relationships and relief from royalty for tradenames. Based on quantitative testing performed, the Company determined that the fair value based on a discounted cash flow model is less than the carrying value for developed technology intangible assets related to Lomotif and AdRizer. The Company wrote off $ 50,511,950 5,179,932 Further, based on the quantitative impairment test for customer relationships and tradenames, the Company determined that the sum of undiscounted cash flows is greater than or equal to the carrying value for customer relationships and trade name and therefore further impairment testing is not required no impairment and no adjustment to carrying value was deemed necessary. In addition to the impairment analysis for Lomotif and Adrizer, during the three months ended September 30, 2022, due to changes in business strategy, the Company abandoned its consumer products business, Edison Nation, and decided not to utilize E-NFT, a legacy technology from the EVNT Platform. As a result, the Company no longer expects any future benefit from the related intangible assets and has determined it necessary to fully impair the related intangible assets. During the three months ended September 30, 2022, the Company recorded the following write offs; $ 498,779 171,221 1,221,428 1,478,572 787,145 952,855 1,240,000 0 6,607,990 943,997 Amortization expense for the three months ended September 30, 2022 and 2021 was $ 1,019,176 3,861,232 5,703,697 4,877,232 The estimated future amortization of intangibles subject to amortization as of September 30, 2022 was as follows: Schedule of Intangible Assets Future Amortization Expenses Amount 2022 (excludes amortization through September 30, 2022) $ 593,245 2023 2,372,962 2024 2,322,962 2025 2,272,962 2026 2,272,962 Thereafter 3,319,372 Total $ 13,154,464 The changes in the carrying amount of goodwill for the period January 1, 2021 through September 30, 2022, consisted of the following: Schedule of Goodwill Amount Balance, January 1, 2021 $ 5,983,852 Impairment (591,729 ) Acquisition of Lomotif Private Limited 116,188,021 December 31, 2021 121,580,144 Impairment (92,004,097 ) Acquisition of AdRizer 17,039,788 Balance, September 30, 2022 $ 46,615,835 The Company determined that a triggering event under ASC 350-20: Impairment – Goodwill had occurred. The current guidance requires an entity to consider whether an event has occurred or circumstances have changed that would more likely than not reduce the fair value of a reporting unit . 67,760,699 0.361 14,500,000 0.65 Taken in conjunction with the resulting Going Concern, the Company abandoned its product businesses. Our consumer products business was led by Edison Nation. Edison Nation had a number of internally developed brands (“EN Brands”), including Cloud B, Pirasta, Uber Mom, Lily and Grey, Trillion Trees, and Barkley Lane. The Company impaired the related intangible assets in the third quarter, which included customer relationships, developed technology, membership network and trademarks of $ 3,747,349 4,938,674 5,392,123 In addition, with the spinoff of Cryptyde, the Company made the determination that it was no longer interested in continuing to operate and profit from E-NFT. The developed technology intangible asset for the EVNT platform of $ 6,607,989 Further the Company performed a quantitative impairment test for both the remaining goodwill and intangible assets of the remaining business, Lomotif and AdRizer, and recorded impairment charges of $ 76,537,124 10,074,850 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 — Debt As of September 30, 2022 and December 31, 2021, debt consisted of the following: Schedule of Long-term Debt September 30, 2022 December 31, 2021 Notes payable $ - $ 27,644 Notes payable – related parties 235,107 235,107 Convertible notes payable 19,990,000 113,000,000 Convertible notes payable of Lomotif Private Limited - 150,000 Convertible notes payable of Lomotif Private Limited – related parties 2,500,000 2,500,000 Debt issuance costs (13,349 ) (68,925,172 ) Total Debt $ 22,711,758 $ 46,987,579 Convertible Notes Payable – Related Parties ZASH – February and March 2021 On February 23, 2021, Lomotif Private Limited obtained a loan in the amount of $ 1,500,000 February 22, 2028 2 . Under the terms of the agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited 1,000,000 March 28, 2028 2 Under the terms of the loan agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited Convertible Notes Payable Hudson Bay Financing – July 2021 On July 22, 2021 Vinco Ventures consummated a private placement offering (the “July 2021 Offering”) whereby pursuant to the Securities Purchase Agreement (the “July 2021 Purchase Agreement”) entered into by the Company on July 22, 2021 with Hudson Bay Master Fund Ltd as investor the Company issued a Senior Secured Convertible Note in the amount of $ 120,000,000 100,000,000 36,320,456 5 100,000,000 120,000,000 20,000,000 9,300,000 90,700,000 The July 2021 Note, as amended carries interest at 6.0 July 22, 2022 4.00 18 Palladium Capital Group, LLC. acted as placement agent for the July 2021 Offering. The placement agent received $ 9,000,000 1,000,000 8,000,000 4,000,000 4,000,000 Pursuant to the July 2021 Purchase Agreement, the investor received the July 2021 Warrant. The July 2021 Warrant contained an exercise price of $ 2.655 32,697,548 7,000,000 1,750,000 On March 9, 2022, the Company, Cryptyde and the noteholder of the July 2021 Note entered into an Amendment Agreement (the “Amendment Agreement”) whereby the parties agreed to, among other things: (i) amend certain provisions of the July 2021 Note to (a) convert $ 10,000 of the principal amount of the July 2021 Note at a conversion price of $ 0.01 into shares of Common Stock, (b) extend the maturity date under the July Note to July 22, 2023, (c) increase the interest rate on the July 2021 Note from zero percent (0%) to six percent (6.0%) , (d) reduce the maximum cap of the minimum cash in the control account from $ 100,000,000 to $ 80,000,000 , and (e) require the Company to redeem $ 33,000,000 of the principal of the July 2021 Note, together with accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, on July 22, 2022; (ii) to extend certain dates relating to (x) the Company’s registration of certain securities under the Warrant Exercise Agreements dated September 1, 2021, November 11, 2021 and December 20, 2021 to April 30, 2022, (y) the Company’s filing of a proxy statement to April 30, 2022 and (z) the Company holding a stockholder meeting and obtaining a stockholder vote to June 4, 2022 or July 4, 2022 in the event that the Company receives comments from the SEC with respect to the proxy statement; and (iii) to waive any adjustments to convertible securities or options as a result of the Adjusted Conversion Price (as defined in the Amendment Agreement). The Company accounted for the amendment as a modification of debt and as a result, extended the amortization of the deferred financing fees of the original note over the remaining term of the amended agreement. In addition, the Company recorded additional deferred financing fees as a result of the issuance of 1,000,000 2.18 On July 22, 2022, as required by the March 9, 2022 amendment to the July 2021 Note, the Company made a cash payment of $ 33,115,000 33,000,000 115,000 On August 18, 2022, as a result of the Company being in default on its existing senior secured convertible note, the Company was required to purchase a portion of the outstanding Note. The Company purchased $ 55,000,000 65,000,000 70,000,000 65,000,000 5,000,000 10,000,000 55,000,000 27,235,055 On August 19, 2022, the note holder elected to convert $ 5,000,000 46,000 1.00 450,000 5,047 4,591,620 The scheduled maturities of the debt for the next five years as of September 30, 2022, are as follows: Schedule of Maturities of Long-term Debt Amount 2022 $ 112,835 2023 20,112,272 2024 - 2025 - 2026 - Thereafter 2,500,000 Long-term debt, Gross 22,725,107 Less: debt discount (13,349 ) Long-term debt $ 22,711,758 |
Warrant Liability
Warrant Liability | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Liability | |
Warrant Liability | Note 12 — Warrant Liability For the nine months ended September 30, 2022, the Company issued warrants to purchase shares of the Company’s common stock related to the Warrant Exercise Agreement dated December 20, 2021, with a warrant holder, in which the Company agreed to issue 225 % of the number of Exercised Warrant Shares at an exercise price of $ 3.265 to the warrant holder for every warrant the warrant holder exercised from the period commencing December 20, 2021 and ending on February 28, 2022. In conjunction with this agreement (“December 2021 Warrants”), the warrant holder exercised 36,984,569 warrants in the first nine months of 2022 which generated $ 111,029,493 in gross proceeds to the Company. In conjunction with the agreement, the Company issued 83,012,781 warrants to the holder and 6,641,022 to the placement agent for the agreement. The warrants have an exercise price of $ 3.265 , a five year term, and provide registration rights to the holder along with other terms that cause the warrants to be accounted for as a liability in accordance with ASC 480 (Liabilities). The initial fair value of the warrants issued during the nine months ended September 30, 2022 was $ 243,681,478 . Under the May 2022 Warrant Exchange Agreement, dated May 12, 2022, the Company entered into an agreement with the holder of the Company’s July 2021 Notes warrants for the purchase of the Company’s common stock for $ 4.527 3.2653 77 81 th 250,000,000 750,000,000 Furthermore, pursuant to the exchange agreement, on or prior to the second business day following the Shareholder Approval Date, the Company shall deliver to the holder an additional number of shares of Common Stock equal to 7% of the sum of each of the November 2021 Warrants and December 2021 Warrants exchanged by the holder during this period. In addition, the exchange agreement allows the holder for up to 60 days after the Shareholder Approval Date for (i) each November 2021 Warrant may be exchanged for 42% of a November 2021 Exchanged Warrant Share, and (ii) each December 2021 Warrants may from time to time be exchanged for 42% of a December 2021 Exchanged Warrant Share Pursuant to the Warrant Exercise Agreement dated May 12, 2022, no shares issued or issuable with respect to the Outstanding Warrants shall in the aggregate exceed 37,591,713 On May 19, 2022, the holder exchanged 500,000 385,000 12,000,000 6,000,000 18,090,123 14,653,000 27,840,000 22,550,400 On July 5, 2022, the Holder submitted Alternate Exercise Notices to the Company with respect to (i) 14,500,000 67,760,699 33,886,612 82,260,699 Schedule of Warrant Liability For the Three Months ended September 30, 2022 Series Exercise Price* Initial Grants As of June 30, 2022 Exercises Remaining June $ 3.3000 29,893,175 115,800 - 115,800 September A $ 9.0000 21,600,000 6,600,000 - 6,600,000 November $ 4.5270 16,200,000 15,700,000 (14,500,000 ) 1,200,000 December $ 3.2653 122,786,087 76,855,964 (67,760,699 ) 9,095,265 190,479,262 99,271,764 (82,260,699 ) 17,011,065 For the Nine Months ended September 30, 2022 Series Exercise Price* Initial Grants As of Dec 31, 2021 Exercises Remaining June $ 3.3000 29,893,175 20,386,206 (20,270,406 ) 115,800 July $ 2.6550 35,313,352 16,624,163 (16,624,163 ) - September A $ 9.0000 21,600,000 21,600,000 (15,000,000 ) 6,600,000 November $ 4.5270 16,200,000 16,200,000 (15,000,000 ) 1,200,000 December $ 3.2653 122,786,087 122,786,087 (113,690,822 9,095,265 225,792,614 197,596,456 (180,585,391 ) 17,011,065 * - Based on Exercise Price as of the initial grant; the above disclosure discusses modifications under specific Warrant Exchange Agreements. The Company’s outstanding warrants set forth below were valued using the Monte-Carlo simulation pricing model to calculate the September 30, 2022 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 % 122.20 % 4.14 % 2.7 Hudson Bay Series A Warrant; September 1, 2021 0.00 % 124.10 % 4.15 % 2.5 Palladium Capital Group Series A Warrant; September 1, 2021 0.00 % 124.10 % 4.15 % 2.5 Palladium Capital Warrant; November 10, 2021 0.00 % 120.40 % 4.04 % 4.0 Palladium Capital Warrant; December 20, 2021 0.00 % 120.40 % 4.04 % 4.0 |
Related Party Transaction
Related Party Transaction | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Note 13 — Related Party Transaction Schedule of Related Party Transaction Due from Related Parties as of September 30, 2022 ZASH Global Media 15,451,062 Allowance for losses (15,451,062 ) Other 28,857 Balance, September 30, 2022 $ 28,857 As of September 30, 2022, the Company has provided ZASH with cash advances of $ 15,451,062 15,451,062 0 ZASH Global Media and Entertainment Corporation As of September 30, 2022, Lomotif owed ZASH $ 2,500,000 17,201,250 6.75 On June 29, 2022, the Company and ZVV entered into a Secured Promissory Note (the “Note”) in the original principal amount of $ 56,955,167 70,000,000 June 30, 2024 5 In connection with the Note, on the Issue Date, the Company and ZVV entered into a Security and Pledge Agreement (the “Security Agreement”). Pursuant to the Security Agreement and to provide security for ZVV’s repayment of all loans under the Note, ZVV granted, among other things, a second priority security interest and lien upon all of ZVV’s property to the Company. Magnifi U, Inc. On October 12, 2021, ZVV entered into a promissory note (the “Magnifi U Note”) with Magnifi U, pursuant to which ZVV loaned Magnifi U $ 1,500,000 and is eliminated in consolidation as a VIE 3 8 2,411,140 5,000,000 15 As of September 30, 2022, Lisa King had one member of her extended family working at Magnifi U with an annual salary in excess of $ 100,000 100,000 MindTank LLC On June 1, 2020, AdRizer LLC entered into an operating agreement by and among Mind Tank Media LLC and Mind Tank, LLC. The company evaluated accounting for Mind Tank, LLC in accordance with Topic 810 – Consolidations For the three months ended September 30, 2022, AdRizer LLC recorded operating revenue on sales to Mind Tank, LLC totaling $ 2,653,672 1,700,139 PZAJ Holdings LLC As of September 30, 2022, Ted Farnsworth held the position of Initial Chairman of the Board of Managers at PZAJ Holdings, LLC. Brian Hart Prior to appointment as a member of Board of Directors of the Company, Mr. Hart previously provided consulting services to the Company earlier in 2022 pursuant to which he received $ 90,000 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14— Commitments and Contingencies AI-Pros Licensing Agreements On July 22, 2022, the Company entered into one of two anticipate software license agreements with its strategic partner, AI-Pros Inc. (“AI-Pros”). The license provides Vinco the right to use AI-Pros’ tools and technologies, which could allow Vinco to participate in a social media platform that it believes can significantly enhance its position in the digital advertising markets. The Company is in the process of terminating the software licensing agreements with AI-Pros. Operating Leases The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through 2024. In addition to minimum rent, certain leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the consolidated balance sheets. Total rent expense for the three months ended September 30, 2022 and 2021 was $ 244,710 71,408 609,776 130,685 585,132 567,928 Supplemental balance sheet information related to leases are as follows: Schedule of Operating Lease Liabilities September 30, 2022 Operating leases - ROU assets $ 567,928 Operating lease liabilities (current) $ 185,186 Operating lease liabilities (noncurrent) 399,947 Total operating lease liabilities $ 585,132 Future minimum lease payments under operating leases as of September 30, 2022, are as follows: Schedule of Future Minimum Lease Payments Operating Lease 2022 (Oct-Dec) $ 55,517 2023 201,121 2024 136,050 2025 120,453 2026 126,475 Thereafter 10,582 Undiscounted Cash Flows 650,198 Less: Implied Interest (65,065 ) Total operating lease liabilities $ 585,132 As of September 30, 2022, the weighted-average remaining lease term for operating leases is 44.26 3.69 Legal Contingencies On August 5, 2022, Vinco Ventures, Inc. was subject to a Temporary Restraining Order (“TRO”) filed in the State of Nevada. The TRO outlined various management disputes between existing members of the Board of Directors and members of executive management. On September 28, 2022, the Company entered into a settlement agreement (the “Agreement”) with respect to the litigation entitled “Vinco Ventures, Inc. v. Theodore Farnsworth, Lisa King, Roderick Vanderbilt and Erik Noble” in the Eight Judicial District Court located in Clark County, Nevada. The Agreement set forth the following, among other things (a) Ross Miller is the interim sole CEO and shall run the Company under the oversight of the Company’s Board of Directors, with Lisa King and Rod Vanderbilt remaining as directors, (b) John Colucci, former Co-CEO and Phillip Jones, former CFO, both resigned effective immediately as officers and director (in the case of Colucci) of the Company, (c) Michael Distasio and Elliot Goldstein resigned effective immediately as Directors of the Company, (e) John Colucci received three month’s severance and Phillip Jones received four month’s severance, in addition to any accrued and unpaid payroll, (f) The Company shall pay six months’ worth of COBRA payments for Jones, (g) All directors are to be paid all director fees due to the date of severance, (h) Elliot Goldstein is to be paid $ 100,000 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. The Company is, and may in the future become, subject to various legal proceedings and claims that arise in or outside the ordinary course of business. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 15 — Stockholders’ Equity Common Stock For the period ending September 30, 2022, the Company reported it was authorized to issue 250,000,000 238,187,660 150,118,024 During the nine months ended September 30, 2022, warrant shares of 180,585,391 101,036,838 82,260,699 On October 14, 2022, the Company filed an amendment to its Articles of Incorporation to reallocate its previously authorized 250 245 5 249 1 Preferred Stock The Company is authorized to issue 1,000,000 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 3,267,040 The following table summarizes stock option awards outstanding as of September 30, 2022: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Remaining Aggregate Intrinsic Value Balance, December 31, 2021 80,000 $ 7.01 1.4 - Granted - $ - - - Forfeited 80,000 $ - - - Balance, September 30, 2022 - $ - - - Exercisable, September 30, 2022 - $ - - - As of September 30, 2022, there were no no Lomotif has a stock option plan for their employees. The 2021 Equity Incentive Plan is intended to help Lomotif to secure and retain qualified resources. The Plan has 465,827 Net Earnings or Loss per Share Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2022 and 2021, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. The potential dilution from common stock equivalents is computed using the treasury stock method based on the average market value of our common stock during the period. For the three and nine month period ending September 30, 2022, due to reported net losses of $ 167,296,644 410,563,725 excludes anti-dilutive Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT Platform, LLC - 4,000,000 Options - 80,000 Convertible shares under notes payable 20,014,454 28,274,454 Warrants 17,011,065 107,942,653 Total 37,025,519 140,297,107 |
Customer Concentrations
Customer Concentrations | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Customer Concentrations | Note 16 — Customer Concentrations For the nine months ended September 30, 2022 and 2021 the following customers that represented more than 10% of total net revenues: Schedule of Revenue from Customers For the Nine Months ended September 30, 2022 2021 Customer: Customer A - * 10 % Customer B 40 % - * Customer C 36 % - * Customer D 19 % - * ● Under 10% For the nine months ended September 30, 2022 and 2021, the following geographical regions represented more than 10% of total net revenues: Schedule of Revenue by Geographical Areas For the Nine Months ended 2022 2021 Region: North America 100 % 100 % |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 — Subsequent Events Management Changes On October 26, 2022, the Company entered into an engagement agreement with Ankura Consulting Group for interim CFO services, with Brendan Bosack, one of its principals, named as Interim CFO of the Company. The agreement calls for services to be rendered at $ 900 30,000 ZASH Global Media Equity Transaction On December 19, 2022, the Vinco Ventures, Inc. entered into a material definitive agreement to complete the purchase of the membership interests (“Membership Interests”) in ZVV Media Partners from ZASH Global Media. The purchase price shall be (a) 10 144 5,000,000 $56,955,167.81 Nasdaq On August 26, 2022, the Company filed a Current Report on Form 8-K in which it disclosed that it had received notification from The Nasdaq Stock Market, LLC (“Nasdaq”) that required the Company to submit to Nasdaq, on or before October 17, 2022, a Plan of Compliance with regard to the filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2022. The Plan of Compliance was submitted as of October 17, 2022. As a result of a delinquency notice received, the Company submitted a plan of compliance to file the second quarter 10-Q and the third quarter 10-Q no later than February 13, 2023. The Company submitted the update to this plan of compliance to Nasdaq confirming the above referenced timetable. The Company was unable to file Form 10-Q for the periods ending June 30, 2022 and September 30, 2022 by February 13, 2023. The Company filed Form 10-Q for the period ended June 30, 2022 on February 22, 2023. On November 17, 2022, the Company received a notice (the “November Notice”) from Nasdaq advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Nasdaq Listing Rule 5250(c)(1) (“Rule 5250”) as a result of the Company’s failure to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (“Form 10-Q”) with the United States SEC in a timely manner, which deadline was November 14, 2022. Rule 5250 requires listed companies to timely file all required periodic reports with the SEC. On December 1, 2022, the Company received a notice (the “December Notice”) from Nasdaq advising the Company that it was not in compliance with Nasdaq’s continued listing requirements under the Nasdaq Listing Rule 5550(a)(2) (“Rule 5550”) as a result of requiring listed securities to maintain a minimum bid price of $ 1 1 On February 14, 2023, the Company received a Staff Determination letter (the “Letter”) from Nasdaq. The Letter states that on August 19 and November 17, 2022, the Company was notified that it did not comply with Nasdaq’s filing requirements set forth in Rule 5250 because it had not filed its Form 10-Q for the period ended June 30, 2022, and its Form 10-Q for the period ended September 30, 2022 (the “Delinquent Filings”). Staff granted the Company an exception until January 31, 2023, to regain compliance with Rule 5250. Subsequently, on January 26, 2023, the Company requested additional time to file the Delinquent Filings and Staff granted the Company an exception until February 13, 2023, to regain compliance with the Rule. Upon further review, it was determined that the Company did not meet the terms of the exception because it had not filed the Delinquent Filings by February 13, 2023. The Company appealed the determination to a Hearings Panel (the “Panel”), pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. The Company filed a hearing request and remitted the hearing filing fee on February 16, 2023. The hearing occurred on March 30, 2023 and the Company is awaiting additional instruction from Nasdaq. Equity Changes On October 14, 2022, the Company filed an amendment to its Articles of Incorporation to reallocate its previously authorized 250 245 5 249 1 Acquisition of National Enquirer On February 6, 2023, the Company entered into a joint venture with ICON Publishing, LLC to acquire for cash the National Enquirer (both U.S. and U.K. editions), the National Examiner, and Globe under an Asset Purchase Agreement from magazine publisher A360 Media, LLC. The transaction includes the acquisition of all print and digital assets and owned intellectual property of the National Enquirer, National Examiner and Globe. The closing of the acquisition is subject to certain consents and customary conditions to closing as described in the Asset Purchase Agreement. Subject to the terms and conditions of the agreement, the aggregate purchase price for the purchased assets (the “Purchase Price”) is up to $ 33,700,000 33,000,000 2,000,000 700,000 Securities Purchase Agreement On February 5, 2023, the Company has entered into a Securities Purchase Agreement for the sale of a $ 1,500,000 10,000,000 0.001 10,000,000 10,000,000 1,500,000 0.7831 110 Each holder of outstanding share of Series A Preferred Stock will have the voting rights to vote together with the class of stockholders of Common Stock, as a single class, upon any matter submitted to the stockholders of Common Stock for a vote as of a record date established by the Board of Directors of the Company. For so long as any Series A shares remain issued and outstanding, the holders of each share shall have the right to vote, in an amount equal to one percent (1%) of the total voting power of then-outstanding shares of Common Stock of the Company entitled to vote in such class, calculated as provided herein. The Company closed the transaction on February 10, 2023. Exchange Agreement On February 5, 2023, the Company entered into an Exchange Agreement with an accredited investor (the “Holder”) pursuant to which the Company and the Holder desire: (i) to exchange $ 250,000 26,000,000 105,000 10,800,000 145,000 15,200,000 The Company and the Holder agreed that Section 2 of the July Note is amended and restated to be non-interest bearing except if there is an event of default at which time the interest rate shall be 18 3,000,000 0.7831 On February 10, 2022, the Holder released $ 4,000,000 3,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Vinco Ventures, Inc. and its wholly-owned subsidiaries, majority owned subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates Preparation of financial statements in conformity with 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, impairment valuation estimates, the recoverability and useful lives of long-lived assets, debt conversion features, fair value of warrant liabilities, 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. |
Significant Accounting Policies | Significant Accounting Policies Significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no changes in such policies or the application of such policies during the nine months ended September 30, 2022. As a result of the acquisition of Adrizer, the Company added a new revenue stream, Digital Media Advertising and Licensing, to its Revenue Recognition policy. Additionally, as a result of the Company’s interest in Love is Blurred, the Company has recorded Film and Television Production assets in accordance with Topic 926. As a result of these changes in the first nine months of 2022, new investments have been recognized. The details for each of these topics are as follows: |
Revenue Recognition | Revenue Recognition 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 as disclosed in the Company’s Annual Report on Form 10-K. Additional clarification on the Company’s Digital Media Advertising and Licensing revenue recognition policy is provided below. Digital Media Advertising and Licensing The Company’s digital media advertising revenues are generated primarily from the posting of original digital content through third-party online platforms which are then delivered to users of the online platform across the customer’s digital advertising platform and becomes monetizable to the Company, which the Company concludes is its performance obligation. The Company purchases traffic (spots on a web page) from third party providers. The Company generates revenue by charging their clients for traffic that they purchase from third-parties. The Company also charges a client traffic management fee that is based on a percentage of the amount of traffic purchased by AdRizer for the client. AdRizer built a proprietary software which provides real-time analytics. Utilizing the Company’s software, the Company’s media buyers create, deploy and manage ad campaigns to generate profit. Revenue from the digital media platform is primarily recognized based on impressions delivered to customers. An “impression” is delivered when an advertisement appears on pages viewed by users. For impressions-based digital advertising, revenues are recognized as impressions are delivered over the term of the arrangement, while revenue from non-impressions-based digital advertising is recognized over the period that the advertisements are displayed. Such amounts are recognized net of agency commissions and provisions for estimated sales incentives, including rebates, rate adjustments or discounts. Licensing revenues are derived from the sale of a licensee’s products that incorporates the Company’s intellectual property. Royalty revenues are recognized during the quarter in which the Company receives a report from the licensee detailing the shipment of products that incorporate the Company’s intellectual property, which receipt is in the quarter following the licensee’s sale of such products to its customers. Royalties are calculated as a percentage of the revenues received by the Company’s licensees on sales of products incorporating the Company’s intellectual property. Total licensing revenues for the nine months ended September 30, 2022 are $ 96,790 Identification of a Customer and Gross Versus Net Revenue Recognition In the normal course of business, the Company acts as or uses an intermediary or agent in executing transactions with third parties. When the intermediary or agent is determined to be the Company’s customer, the Company records revenue based on the amount it expects to receive from the agent or intermediary based on contractual terms with the customer. In other circumstances, the determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as a principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. The determination of whether the Company is acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of the arrangement. The Company serves as the principal in transactions in which it controls the goods or services prior to being transferred to the ultimate customer. For AdRizer, FASB ASC 606 requires an entity to determine whether it is a principal (recognizes revenue at the gross amount) or an agent (recognizes revenue at the net amount) for each promised good or service. Based on the FASB guidance, the Company has determined that AdRizer is the principal for each promised good or service, thus, revenue is recognized at the gross amount of the transactions. Revenue from traffic sales and traffic management services are generally recognized at the end of each month when the performance obligation is satisfied. Film and Television Productions The Company accounts for the film and television productions in accordance with Topic 926, Entertainment – Films Investments Investments in equity securities (excluding equity method investments) with readily determinable fair values are accounted for at fair value. For investments in equity securities without readily determinable fair values, the Company elects the measurement alternative permitted under GAAP to measure these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments in which the Company has the ability to exercise significant influence but does not control and is not the primary beneficiary are equity method investments. Significant influence typically exists if the Company has a 20 50 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Summary of Business Combination Acquired Assets and Liabilities Purchase Price | The following purchase price allocation is preliminary and details management’s estimate and allocation of the purchase price and fair value of the asset acquired and liabilities assumed at the time of closing. Summary of Business Combination Acquired Assets and Liabilities Purchase Price AdRizer Cash paid $ 37,936,323 Fair value of deferred acquisition price 23,250,000 Purchase consideration $ 61,186,323 AdRizer Cash and cash equivalents $ 3,085,747 Accounts receivable 5,564,539 Other current assets 847,273 Property and equipment 191,654 Investment in Mind Tank, LLC 2,800,000 Customer relationships 8,800,000 Developed technology 28,000,000 Trade Name 2,200,000 Goodwill 17,039,788 Total assets acquired 68,529,001 Accounts payable and accrued expenses 7,342,678 Total liabilities assumed 7,342,678 $ 61,186,323 |
Schedule of Cash Flow Reconciliation | Schedule of Cash Flow Reconciliation Purchase consideration $ 61,186,323 Fair value of deferred acquisition price (23,250,000 ) Cash and cash equivalents, acquired (3,085,747 ) Net cash paid $ 34,850,576 |
Schedule of Business Combination Revenue and Earnings | The activity of AdRizer is included in the Company’s consolidated financial statements from the acquisition date to September 30, 2022. The amounts of revenue and earnings of AdRizer from the acquisition date of February 11, 2022 to September 30, 2022 are as follows: Schedule of Business Combination Revenue and Earnings Revenue $ 23,415,515 Net income $ (41,285,001 ) For the Nine Months 2022 2021 Revenues, net $ 26,904,138 $ 32,864,062 Net loss attributable to Vinco Ventures, Inc. $ (326,019,643 ) $ (790,679,931 ) |
Schedule of Divestitures Balance Sheets | Details of assets and liabilities related to the spin-off of Cryptyde are as follows: Schedule of Divestitures Balance Sheets June 29, 2022 December 31, 2021 Assets Current assets: Cash $ 9,921,084 $ 911,194 Accounts receivable, net 1,092,406 867,027 Inventory 2,075,089 110,664 Prepaid expenses and other current assets 3,247,154 3,359,716 Total current assets 16,335,733 5,248,601 Loan receivable, related party 3,950,053 4,000,000 Loan Interest Receivable, related party 133,187 Fixed assets, net 1,193,132 1,007,770 Total Assets $ 21,612,105 $ 10,256,371 Liabilities and Stockholders’ Equity Current liabilities: Current liabilities $ 3,178,690 $ 7,285,429 Total Current Liabilities 3,178,690 7,285,429 Other liabilities: Due company (former parent), net $ 6,750,130 $ 27,644 Other liabilities 46,775 46,775 Net assets of spin-off / discontinued operations: Net assets of spin-off / discontinued operations $ 11,636,610 $ 2,896,522 The following cash flow supplementary information summarizes the distribution: June 29, 2022 Cash distributed $ 9,921,084 Other assets distributed 11,691,021 Liabilities distributed (9,975,495 ) Net assets distributed $ 11,636,610 Details of earnings (loss) from discontinued operations included in our condensed consolidated statements of operations are as follows: 2022 2021 2022 2021 For the Three Months For the Nine Months 2022 2021 2022 2021 Revenues, net $ - $ 2,002,982 $ 11,103,512 $ 5,767,328 Cost of revenues - 1,432,506 9,466,949 4,119,953 Gross Profit - 570,476 1,636,563 1,647,375 Operating expenses: Selling, general and administrative - 262,717 5,050,186 1,173,191 Operating Income - 307,759 (3,413,623 ) 474,184 Other (expense) Income Interest income (expense) - (14,509 ) 149,311 (47,327 ) Other income (loss) - 567,792 3,400 622,199 Total other (expense) income - 553,283 152,711 574,872 (Loss) Income Before Income Taxes - 861,042 (3,260,912 ) 1,049,056 Income tax expense - - - - Net (Loss) Income $ - $ 861,042 $ (3,260,912 ) $ 1,049,056 |
PZAJ Holdings LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of the Aggregate Purchase Price Consideration Paid | The following table summarizes the aggregate purchase price consideration paid for the acquisition of the asset: Summary of the Aggregate Purchase Price Consideration Paid April 17, 2021 Fair value of shares reserved for future issuance and earn out shares $ 7,400,000 Fair value of assumed notes payable 151,987 Total $ 7,551,987 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets and Liabilities 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 as of September 30, 2022 and December 31, 2021: Schedule of Assets and Liabilities of Variable Interest Entities September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 1,799,152 $ 1,856,017 Accounts receivable, net - - Prepaid expenses and other current assets 1,860,867 2,388,893 Due from related party, current - 15,997,803 Loan held-for-investment, related parties, current, net of allowance for loan losses of $ 7,701,250 0 - - Total current assets 3,660,019 20,242,713 Due from related party, non-current, net of allowance for losses of $ 15,100,584 0 25,001 - Loan interest receivable, non-current, net of allowance for loan losses of $ 335,673 0 38,260 - Loan held-for-investment 750,000 3,100,000 Loan held-for-investment, related parties - 11,500,000 Investment in subsidiary 110,509,500 - Total other assets 111,322,761 14,600,000 Property and equipment, net 399,798 147,519 Intangible assets, net 2,970,427 28,150,048 Goodwill 40,124,491 116,188,021 Cost method Investments 1,000,000 1,000,000 Right of use assets, net 45,000 - Total assets $ 159,522,496 $ 180,328,301 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 1,910,250 $ 686,674 Accrued expenses and other current liabilities 2,523,283 1,672,492 Operating lease liabilities 44,131 - Total current liabilities 4,477,663 2,359,166 Intercompany 65,966,770 - Notes payable 6,000,000 2,650,000 Due to related party - 315,666 Total liabilities $ 76,444,433 $ 5,324,832 |
Schedule of Operations of Variable Interest Entities | The following table presents the operations of entities that are VIEs and consolidated by the Company as of September 30, 2022 and 2021: Schedule of Operations of Variable Interest Entities 2022 2021 2022 2021 For the Three Months For the Nine Months Ended September 30, Ended September 30, 2022 2021 2022 2021 Revenues, net $ - $ - $ - $ 307,339 Cost of revenues - - - 93,685 Gross Profit - - - 213,654 Operating expenses: Selling, general and administrative 105,639,946 11,761,747 138,747,755 11,866,488 Operating (Loss) income (105,639,946 ) (11,761,747 ) (138,747,755 ) (11,652,834 ) Other (Expense) Income Interest expense (29,669 ) (155,476 ) (42,784 ) (163,236 ) Other income 175,529 98,333 527,493 98,353 Loan loss expense (8,036,923 ) - (8,036,923 ) - Total Other Expense 7,891,063 57,123 7,552,214 64,883 Loss Before Income Taxes (113,531,009 ) (11,818,870 ) (146,299,968 ) (11,717,717 ) Income tax expense - - - - Net (Loss) Income $ (113,531,009 ) $ (11,818,870 ) $ (146,299,968 ) $ (11,717,717 ) |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Short-term Investments | |
Schedule of Short-Term Investments | Investments in equity securities with readily determinable fair values are carried at fair value, and changes in unrealized gains or losses are reported in current period earnings. As of September 30, 2022 and December 31, 2021, short-term investments consisted of the following: Schedule of Short-Term Investments September 30, 2022 December 31, 2021 Jupiter Wellness, Inc. (JUPW) $ 1,040,000 $ 1,040,000 Unrealized losses (884,000 ) (862,000 ) Total short-term investments $ 156,000 $ 178,000 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of September 30, 2022 and December 31, 2021, property and equipment consisted of the following: Schedule of Property and Equipment September 30, 2022 December 31, 2021 Software $ 1,197 $ 147,792 Furniture and fixtures 168,059 20,500 Computers 111,348 7,003 Leasehold improvements 420,347 18,761 Equipment 233,782 203,252 Construction in progress 203,350 - Property, plant and equipment,gross 1,138,082 397,309 Less: accumulated depreciation (555,240 ) (28,328 ) Total property and equipment, net $ 582,842 $ 368,981 |
Loans Held for Investment (Tabl
Loans Held for Investment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Loans Held For Investment | |
Summary of Loans Held for Investment | As of September 30, 2022 and December 31, 2021, loans held-for-investment consisted of the following: Summary of Loans Held for Investment September 30, 2022 December 31, 2021 Loans held-for-investment: Carlin Haynes, LLC (i) $ 750,000 $ 250,000 Total loans held-for-investment $ 750,000 $ 250,000 (i) On August 5, 2021, the Company loaned $ 250,000 500,000 6 August 5, 2023 1,000,000 |
Summary of Related Parties Loans Held for Investment | As of September 30, 2022, and December 31, 2021, loans held-for-investment – related parties consisted of the following: Summary of Related Parties Loans Held for Investment September 30, 2022 December 31, 2021 Loans held-for-investment – related parties: PZAJ Holdings, LLC (ii) $ 6,580,000 $ 3,950,000 ZASH Global Media and Entertainment Corporation (iii) 17,201,250 15,000,000 Allowance for loan losses – PZAJ Holdings, LLC (840,000 ) - Allowance for loan losses – Zash Global Media and Entertainment Corporation (17,201,250 ) - Total Loans Held-For-Investment – Related Parties $ 5,740,000 $ 18,950,000 (ii) PZAJ is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. The loans each bear an interest rate of 2 (iii) ZASH Global Media and Entertainment Corporation is a media and entertainment company involved in the development of consumer facing content. As of September 30, 2022, the Company has loaned $ 19,500,000 17,201,250 The interest rates on the notes are 3% or 6% per annum The loans are due in 2023 and 2028 with $ 12,701,250 4,500,000 17,201,250 In the event that ZASH issues and sells preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to ZASH of at least $ 1,000,000 80 On December 30, 2021 the Vinco Ventures, Inc. Board of Directors unanimously approved Vinco Ventures, Inc hiring of then-current employees of ZASH. The founding members of ZASH were not hired by Vinco. As of September 30, 2022, the Company has loaned $ 6,580,000 2 3,150,000 5,740,000 840,000 840,000 5,740,000 840,000 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Noncurrent Investments | As of September 30, 2022. And December 31, 2021, our non-current investments consisted of the following: Schedule of Noncurrent Investments September 30, 2022 December 31, 2021 Hyperreal Digital, Inc. $ 1,000,000 $ 1,000,000 Total Investments $ 1,000,000 $ 1,000,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
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 as of September 30, 2022 and December 31, 2021 is presented below: Schedule of Fair Value of Financial Assets and Liabilities Fair Value Measurements as of September 30, 2022 Level 1 Level 2 Level 3 Assets: Short-term investments $ 156,000 $ - $ 1,000,000 Liabilities: Warrant liability - - 14,031,830 Purchase consideration - - 7,921,876 Total $ 156,000 $ - $ 22,953,706 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 178,000 $ - $ 1,000,000 Liabilities: Warrant Liability - - 198,566,170 Total $ 178,000 $ - $ 199,566,170 |
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, 2022 and 2021, respectively: Schedule of Reconciliation of Liabilities Measured at Fair Value Warrant Liability Purchase Consideration Balance, January 1, 2022 $ 198,566,170 $ - Issuance of warrants 243,681,478 23,250,000 Change in fair value of warrants (166,379,348 ) (15,328,124 ) Warrants settled for cash (33,886,612 ) - Exercise of warrants (227,949,858 ) - Balance, September 30, 2022 $ 14,031,830 $ 7,921,876 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of September 30, 2022, intangible assets consisted of the following: Schedule of Intangible Assets Estimated Remaining Weighted Average Initial Current Net Useful Useful Carrying Period Accumulated Carrying Life Life Amount Impairment Amortization Amount Finite lived intangible assets: Customer relationships 7 15 5.2 $ 7,870,000 $ (670,000 ) $ (652,041 ) $ 6,547,959 Developed technology 7 10 0.7 67,451,987 (65,943,869 ) (25,002 ) 1,483,116 Membership network 7 0.0 1,740,000 (1,740,000 ) - - Digital media platform 7 3.0 1,552,500 - (415,847 ) 1,136,653 Influencer network 5 3.1 2,756,000 - (413,397 ) 2,342,603 Trademarks and tradenames 7 6.4 1,800,000 - (155,867 ) 1,644,133 Total finite lived intangible assets 83,170,487 (68,353,869 ) (1,662,154 ) 13,154,464 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 $ 84,410,487 $ (69,593,869 ) $ (1,662,154 ) $ 13,154,465 As of December 31, 2021, intangible assets consisted of the following: Estimated Remaining Weighted Average Gross Net Useful Useful Carrying Accumulated Carrying Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 11.7 $ 670,000 $ 148,889 $ 521,111 Developed technology 7 10 7.0 37,251,987 3,458,065 33,793,922 Membership network 7 3.7 1,740,000 828,571 911,429 Digital media platform 7 5.9 1,552,500 249,509 1,302,991 Influencer network 5 5.0 2,756,000 - 2,756,000 Total finite lived intangible assets 43,970,487 4,685,034 39,285,453 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 $ 45,210,487 $ 4,685,034 $ 40,525,453 |
Schedule of Intangible Assets Future Amortization Expenses | The estimated future amortization of intangibles subject to amortization as of September 30, 2022 was as follows: Schedule of Intangible Assets Future Amortization Expenses Amount 2022 (excludes amortization through September 30, 2022) $ 593,245 2023 2,372,962 2024 2,322,962 2025 2,272,962 2026 2,272,962 Thereafter 3,319,372 Total $ 13,154,464 |
Schedule of Goodwill | Schedule of Goodwill Amount Balance, January 1, 2021 $ 5,983,852 Impairment (591,729 ) Acquisition of Lomotif Private Limited 116,188,021 December 31, 2021 121,580,144 Impairment (92,004,097 ) Acquisition of AdRizer 17,039,788 Balance, September 30, 2022 $ 46,615,835 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of September 30, 2022 and December 31, 2021, debt consisted of the following: Schedule of Long-term Debt September 30, 2022 December 31, 2021 Notes payable $ - $ 27,644 Notes payable – related parties 235,107 235,107 Convertible notes payable 19,990,000 113,000,000 Convertible notes payable of Lomotif Private Limited - 150,000 Convertible notes payable of Lomotif Private Limited – related parties 2,500,000 2,500,000 Debt issuance costs (13,349 ) (68,925,172 ) Total Debt $ 22,711,758 $ 46,987,579 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of the debt for the next five years as of September 30, 2022, are as follows: Schedule of Maturities of Long-term Debt Amount 2022 $ 112,835 2023 20,112,272 2024 - 2025 - 2026 - Thereafter 2,500,000 Long-term debt, Gross 22,725,107 Less: debt discount (13,349 ) Long-term debt $ 22,711,758 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Warrant Liability | |
Schedule of Warrant Liability | Schedule of Warrant Liability For the Three Months ended September 30, 2022 Series Exercise Price* Initial Grants As of June 30, 2022 Exercises Remaining June $ 3.3000 29,893,175 115,800 - 115,800 September A $ 9.0000 21,600,000 6,600,000 - 6,600,000 November $ 4.5270 16,200,000 15,700,000 (14,500,000 ) 1,200,000 December $ 3.2653 122,786,087 76,855,964 (67,760,699 ) 9,095,265 190,479,262 99,271,764 (82,260,699 ) 17,011,065 For the Nine Months ended September 30, 2022 Series Exercise Price* Initial Grants As of Dec 31, 2021 Exercises Remaining June $ 3.3000 29,893,175 20,386,206 (20,270,406 ) 115,800 July $ 2.6550 35,313,352 16,624,163 (16,624,163 ) - September A $ 9.0000 21,600,000 21,600,000 (15,000,000 ) 6,600,000 November $ 4.5270 16,200,000 16,200,000 (15,000,000 ) 1,200,000 December $ 3.2653 122,786,087 122,786,087 (113,690,822 9,095,265 225,792,614 197,596,456 (180,585,391 ) 17,011,065 * - Based on Exercise Price as of the initial grant; the above disclosure discusses modifications under specific Warrant Exchange Agreements. |
Schedule of Warrant Assumptions | The Company’s outstanding warrants set forth below were valued using the Monte-Carlo simulation pricing model to calculate the September 30, 2022 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 % 122.20 % 4.14 % 2.7 Hudson Bay Series A Warrant; September 1, 2021 0.00 % 124.10 % 4.15 % 2.5 Palladium Capital Group Series A Warrant; September 1, 2021 0.00 % 124.10 % 4.15 % 2.5 Palladium Capital Warrant; November 10, 2021 0.00 % 120.40 % 4.04 % 4.0 Palladium Capital Warrant; December 20, 2021 0.00 % 120.40 % 4.04 % 4.0 |
Related Party Transaction (Tabl
Related Party Transaction (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transaction | Schedule of Related Party Transaction Due from Related Parties as of September 30, 2022 ZASH Global Media 15,451,062 Allowance for losses (15,451,062 ) Other 28,857 Balance, September 30, 2022 $ 28,857 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Liabilities | Schedule of Operating Lease Liabilities September 30, 2022 Operating leases - ROU assets $ 567,928 Operating lease liabilities (current) $ 185,186 Operating lease liabilities (noncurrent) 399,947 Total operating lease liabilities $ 585,132 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under operating leases as of September 30, 2022, are as follows: Schedule of Future Minimum Lease Payments Operating Lease 2022 (Oct-Dec) $ 55,517 2023 201,121 2024 136,050 2025 120,453 2026 126,475 Thereafter 10,582 Undiscounted Cash Flows 650,198 Less: Implied Interest (65,065 ) Total operating lease liabilities $ 585,132 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option awards outstanding as of September 30, 2022: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Remaining Aggregate Intrinsic Value Balance, December 31, 2021 80,000 $ 7.01 1.4 - Granted - $ - - - Forfeited 80,000 $ - - - Balance, September 30, 2022 - $ - - - Exercisable, September 30, 2022 - $ - - - |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share September 30, 2022 December 31, 2021 As of September 30, 2022 December 31, 2021 Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT Platform, LLC - 4,000,000 Options - 80,000 Convertible shares under notes payable 20,014,454 28,274,454 Warrants 17,011,065 107,942,653 Total 37,025,519 140,297,107 |
Customer Concentrations (Tables
Customer Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue from Customers | Schedule of Revenue from Customers For the Nine Months ended September 30, 2022 2021 Customer: Customer A - * 10 % Customer B 40 % - * Customer C 36 % - * Customer D 19 % - * ● Under 10% |
Schedule of Revenue by Geographical Areas | For the nine months ended September 30, 2022 and 2021, the following geographical regions represented more than 10% of total net revenues: Schedule of Revenue by Geographical Areas For the Nine Months ended 2022 2021 Region: North America 100 % 100 % |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 31, 2023 | Oct. 14, 2022 | Aug. 18, 2022 | Jul. 19, 2022 | Jun. 29, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Feb. 18, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Net loss | $ 167,738,877 | $ 547,056,185 | $ 410,187,814 | $ 788,373,142 | ||||||||
Net cash provided by used in operating activities | 98,770,185 | $ 21,796,639 | ||||||||||
Accumulated deficit | $ 1,062,758,966 | $ 1,062,758,966 | $ 736,821,840 | |||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||
Exercise price per warrant | $ 0.36 | $ 0.65 | ||||||||||
Stock redeemed or called during period value | $ 33,886,612 | |||||||||||
Stock redeemed or called during period shares | 82,260,699 | |||||||||||
Convertible debt | $ 33,000,000 | |||||||||||
Interest payable current | $ 115,500 | |||||||||||
Notes payable | $ 65,000,000 | $ 27,644 | ||||||||||
Debt instrument face amount | $ 55,000,000 | $ 56,955,167.81 | $ 5,000,000 | |||||||||
Cash | 20,750,707 | 20,750,707 | ||||||||||
Accounts payable and accrued expenses | 12,400,000 | 12,400,000 | ||||||||||
Cash equivalents at carrying value | $ 11,000,000 | $ 11,000,000 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Common stock, shares authorized | 250,000,000 | |||||||||||
Restricted cash | $ 16,000,000 | |||||||||||
Unrestricted cash | $ 1,700,000 | |||||||||||
Maximum [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | ||||||||||
ZVV Media Partners LLC [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Voting interest | 50% | 50% | ||||||||||
Unreturm capital contributions interest percentage | 25% | 25% | ||||||||||
Lomotif Private Limited [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Voting interest | 80% | 80% | ||||||||||
Lomotif Inc [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Voting interest | 100% | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Licensing Fees | $ 96,790 |
Investees [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Ownership percentage | 20% |
Investees [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Ownership percentage | 50% |
Summary of Business Combination
Summary of Business Combination Acquired Assets and Liabilities Purchase Price (Details) - USD ($) | 9 Months Ended | ||||
Feb. 11, 2022 | Sep. 30, 2022 | Feb. 25, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | |||||
Developed technology | $ 6,607,989 | ||||
Goodwill | $ 46,615,835 | $ 121,580,144 | $ 5,983,852 | ||
Ad Rizer LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash paid | $ 37,936,323 | ||||
Fair value of deferred acquisition price | 23,250,000 | 23,250,000 | |||
Purchase consideration | 61,186,323 | 61,186,323 | |||
Cash and cash equivalents | 3,085,747 | ||||
Accounts receivable | 5,564,539 | ||||
Other current assets | 847,273 | ||||
Property and equipment | 191,654 | ||||
Investment in Mind Tank, LLC | 2,800,000 | ||||
Customer relationships | 8,800,000 | ||||
Developed technology | 28,000,000 | ||||
Trade Name | 2,200,000 | ||||
Goodwill | 17,039,788 | ||||
Total assets acquired | 68,529,001 | ||||
Accounts payable and accrued expenses | 7,342,678 | ||||
Total liabilities assumed | 7,342,678 | ||||
Business combination, consideration transferred | $ 61,186,323 | $ 61,186,323 |
Schedule of Cash Flow Reconcili
Schedule of Cash Flow Reconciliation (Details) - USD ($) | 9 Months Ended | ||
Feb. 11, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||
Net cash paid | $ 34,850,577 | $ 90,761,200 | |
Ad Rizer LLC [Member] | |||
Business Acquisition [Line Items] | |||
Purchase consideration | $ 61,186,323 | 61,186,323 | |
Fair value of deferred acquisition price | (23,250,000) | $ (23,250,000) | |
Cash and cash equivalents, acquired | (3,085,747) | ||
Net cash paid | $ 34,850,576 |
Schedule of Business Combinatio
Schedule of Business Combination Revenue and Earnings (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 5,563,392 | $ 229,004 | $ 23,705,959 | $ 1,721,631 |
Net income | $ (98,982,114) | $ (542,463,130) | (326,001,907) | (788,601,430) |
Revenues, net | 26,904,138 | 32,864,062 | ||
Net loss attributable to Vinco Ventures, Inc. | (326,019,643) | $ (790,679,931) | ||
Adrizer [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue | 23,415,515 | |||
Net income | $ (41,285,001) |
Summary of the Aggregate Purcha
Summary of the Aggregate Purchase Price Consideration Paid (Details) | Apr. 17, 2021 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Fair value of shares reserved for future issuance and earn out shares | $ 7,400,000 |
Fair value of assumed notes payable | 151,987 |
Total | $ 7,551,987 |
Schedule of Divestitures Balanc
Schedule of Divestitures Balance Sheets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 29, 2022 | Dec. 31, 2021 | |
Current assets: | ||||||
Cash distributed | $ 20,750,707 | $ 20,750,707 | ||||
Accounts receivable, net | 3,477,425 | 3,477,425 | $ 257,394 | |||
Inventory | 365,002 | |||||
Prepaid expenses and other current assets | 4,054,195 | 4,054,195 | 7,043,685 | |||
Total current assets | 34,364,169 | 34,364,169 | 203,743,664 | |||
Fixed assets, net | 582,842 | 582,842 | 368,981 | |||
Total assets | 117,209,063 | 117,209,063 | 405,142,729 | |||
Current liabilities: | ||||||
Current liabilities | 32,701,445 | 32,701,445 | 70,089,546 | |||
Total current liabilities | 32,701,445 | 32,701,445 | 70,089,546 | |||
Net assets of spin-off / discontinued operations: | ||||||
Total stockholders’ equity attributable to Vinco Ventures, Inc. | 123,363,713 | 123,363,713 | 113,424,913 | |||
Other assets distributed | 173,420 | 173,420 | ||||
Liabilities distributed | (57,725,665) | (57,725,665) | (271,455,687) | |||
Net assets distributed | 123,363,713 | 123,363,713 | 113,424,913 | |||
Revenues, net | 5,563,392 | $ 229,004 | 23,705,959 | $ 1,721,631 | ||
Cost of revenues | 6,799,103 | 99,334 | 25,522,133 | 786,457 | ||
Gross profit (deficit) | (1,235,711) | 129,670 | (1,816,175) | 935,174 | ||
Operating expenses: | ||||||
Selling, general and administrative | 19,470,629 | 25,606,702 | 75,058,655 | 42,298,760 | ||
Total operating expenses | 171,888,564 | 25,606,702 | 227,930,040 | 42,298,760 | ||
Other (expense) Income | ||||||
Interest income (expense) | (4,311,410) | (26,997,803) | (42,946,190) | (42,375,399) | ||
Other income (loss) | (73,220) | (515,647) | 142,385 | (939,292) | ||
Total other income (expense) | 5,385,398 | (521,579,153) | (180,441,599) | (747,009,556) | ||
(Loss) Income Before Income Taxes | (167,738,877) | (547,056,185) | (410,187,814) | (788,373,142) | ||
Income tax expense | ||||||
Net loss attributable to Vinco Ventures, Inc. | (98,982,114) | (542,463,130) | (326,001,907) | (788,601,430) | ||
Cryptyde CW Machine And Ferguson Container [Member] | ||||||
Current assets: | ||||||
Cash distributed | $ 9,921,084 | 911,194 | ||||
Accounts receivable, net | 1,092,406 | 867,027 | ||||
Inventory | 2,075,089 | 110,664 | ||||
Prepaid expenses and other current assets | 3,247,154 | 3,359,716 | ||||
Total current assets | 16,335,733 | 5,248,601 | ||||
Loan receivable, related party | 3,950,053 | 4,000,000 | ||||
Loan Interest Receivable, related party | 133,187 | |||||
Fixed assets, net | 1,193,132 | 1,007,770 | ||||
Total assets | 21,612,105 | 10,256,371 | ||||
Current liabilities: | ||||||
Current liabilities | 3,178,690 | 7,285,429 | ||||
Total current liabilities | 3,178,690 | 7,285,429 | ||||
Other liabilities: | ||||||
Due company (former parent), net | 6,750,130 | 27,644 | ||||
Other liabilities | 46,775 | 46,775 | ||||
Net assets of spin-off / discontinued operations: | ||||||
Total stockholders’ equity attributable to Vinco Ventures, Inc. | 11,636,610 | 2,896,522 | ||||
Other assets distributed | 11,691,021 | |||||
Liabilities distributed | (9,975,495) | |||||
Net assets distributed | $ 11,636,610 | $ 2,896,522 | ||||
Revenues, net | 2,002,982 | 11,103,512 | 5,767,328 | |||
Cost of revenues | 1,432,506 | 9,466,949 | 4,119,953 | |||
Gross profit (deficit) | 570,476 | 1,636,563 | 1,647,375 | |||
Operating expenses: | ||||||
Selling, general and administrative | 262,717 | 5,050,186 | 1,173,191 | |||
Total operating expenses | 307,759 | (3,413,623) | 474,184 | |||
Other (expense) Income | ||||||
Interest income (expense) | (14,509) | 149,311 | (47,327) | |||
Other income (loss) | 567,792 | 3,400 | 622,199 | |||
Total other income (expense) | 553,283 | 152,711 | 574,872 | |||
(Loss) Income Before Income Taxes | 861,042 | (3,260,912) | 1,049,056 | |||
Income tax expense | ||||||
Net loss attributable to Vinco Ventures, Inc. | $ 861,042 | $ (3,260,912) | $ 1,049,056 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details Narrative) - USD ($) | 9 Months Ended | ||||||||||||||||
Jul. 07, 2022 | Jun. 29, 2022 | Jun. 21, 2022 | Feb. 25, 2022 | Feb. 11, 2022 | Jan. 26, 2022 | Oct. 19, 2021 | Apr. 17, 2021 | Apr. 17, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 18, 2022 | May 12, 2022 | Dec. 31, 2021 | Nov. 08, 2021 | Oct. 12, 2021 | Feb. 18, 2021 | |
Business Acquisition [Line Items] | |||||||||||||||||
Cash | $ 20,750,707 | ||||||||||||||||
Estimated useful life | 7 years | ||||||||||||||||
Amortization expenses | $ 3,066,665 | ||||||||||||||||
Consideration of cash payment | 8,216,000 | ||||||||||||||||
Debt face amount | $ 56,955,167.81 | $ 55,000,000 | $ 5,000,000 | ||||||||||||||
Proceeds from notes payable | $ 120,501,538 | ||||||||||||||||
Developed technology intangible asset | $ 6,607,989 | ||||||||||||||||
Description for distributed common stock shares | Vinco Ventures, Inc. distributed 100% of the shares of Cryptyde’s common stock held by Vinco to holders of shares of Vinco common stock, subject to certain conditions | ||||||||||||||||
PZAJ Holdings LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt face amount | 5,740,000 | ||||||||||||||||
Cryptyde CW Machine And Ferguson Container [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash | $ 9,921,084 | $ 911,194 | |||||||||||||||
Due to related party | 2,025,039 | ||||||||||||||||
Businesses recognized capital expenditures | 4,725,091 | ||||||||||||||||
Best Party Concepts, LLC. [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Write-off attributed to investments | 314,319 | ||||||||||||||||
Global Clean Solutions LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Write-off attributed to investments | 608,482 | ||||||||||||||||
Limited Liability Company Agreement [Member] | PZAJ Holdings LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt face amount | $ 840,000 | $ 6,580,000 | |||||||||||||||
Debt instrument, interest rate, percentage | 2% | 2% | |||||||||||||||
Description for repayment term and revenue rate | two-year repayment term | one-year repayment term and are repaid through 50% of net revenues | |||||||||||||||
Debt default amount | $ 3,150,000 | ||||||||||||||||
Cancellation Agreement [Member] | PZAJ Holdings LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Proceeds from notes payable | $ 840,000 | ||||||||||||||||
Asset Contribution Agreement [Member] | Preferred Units [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Preferred units issued | 1,000,000 | 1,000,000 | |||||||||||||||
Number of exchange shares | 1,000,000 | ||||||||||||||||
Termination And Release Agreement [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of shares issued upon termination of agreement | 4,000,000 | ||||||||||||||||
Securities Purchase Agreements [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Description for issuance of warrants for common stock | Cryptyde entered into a Securities Purchase Agreement with an accredited investor for the issuance of a (i) 1,500,000 shares of Cryptyde Common Stock, and (ii) a warrant to purchase up to 1,500,000 shares of Cryptyde Common Stock with an exercise price of $8.00 per share of Cryptyde Common Stock. In addition, Cryptyde issued a warrant to the placement agent to purchase up to 240,000 shares of Cryptyde Common Stock with an initial exercise price of $8.00 per share of Cryptyde Common Stock. The transaction closed on May 20, 2022 | ||||||||||||||||
Mind Tank LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of ownership interest | 50% | ||||||||||||||||
PZAJ Holdings LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of ownership interest | 51% | ||||||||||||||||
ZASH global media and entertainment corporation [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of ownership interest | 100% | 8% | |||||||||||||||
Cryptyde LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Percentage of ownership interest | 100% | ||||||||||||||||
Maximum [Member] | Asset Contribution Agreement [Member] | Preferred Units [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Preferred units issued | 4,000,000 | 4,000,000 | |||||||||||||||
Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||||
Preferred Units [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Stock issued during period, value, new issues | $ 2,100,000 | ||||||||||||||||
Conditional Preferred Units [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Stock issued during period, value, new issues | $ 5,300,000 | ||||||||||||||||
Ad Rizer LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash | $ 38,000,000 | ||||||||||||||||
Fair value | 23,250,000 | $ 23,250,000 | |||||||||||||||
Developed technology intangible asset | $ 28,000,000 | ||||||||||||||||
Ad Rizer LLC [Member] | Minimum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Share price | $ 5 | ||||||||||||||||
Ad Rizer LLC [Member] | Maximum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Share price | $ 8 | ||||||||||||||||
Ad Rizer LLC [Member] | Common Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of shares issued | 10,000,000 | ||||||||||||||||
Stock issued during period, value, new issues | $ 50,000,000 | ||||||||||||||||
Ad Rizer LLC [Member] | Seller [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Deposit Assets | $ 10,000,000 | ||||||||||||||||
Pro rate of portion percentage | 50% | ||||||||||||||||
ZASH global media and entertainment corporation [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Consideration of cash payment | $ 6,750,000 | ||||||||||||||||
Outstanding principal amount | $ 1,048,750 | ||||||||||||||||
Outstanding interest | 201,250 | ||||||||||||||||
Outstanding total amount | 1,250,000 | ||||||||||||||||
LoveIs Blurred LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Fair value | 531,279 | ||||||||||||||||
Loss on acquistion price | $ 718,721 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities of Variable Interest Entities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 20,186,550 | $ 86,700,982 | |
Accounts receivable, net | 3,477,425 | 257,394 | |
Prepaid expenses and other current assets | 4,054,195 | 7,043,685 | |
Total current assets | 34,364,169 | 203,743,664 | |
Loan held-for-investment | 750,000 | 250,000 | |
Total other assets | 173,420 | ||
Property and equipment, net | 582,842 | 368,981 | |
Intangible assets, net | 13,154,465 | 40,525,453 | |
Goodwill | 46,615,835 | 121,580,144 | $ 5,983,852 |
Right of use assets, net | 567,928 | 168,914 | |
Total assets | 117,209,063 | 405,142,729 | |
Current liabilities: | |||
Accounts payable | 9,000,371 | 6,105,963 | |
Accrued expenses and other current liabilities | 3,413,053 | 12,230,879 | |
Operating lease liabilities | 185,186 | 100,733 | |
Total current liabilities | 32,701,445 | 70,089,546 | |
Notes payable | 108,923 | 93,393 | |
Total liabilities | 57,725,665 | 271,455,687 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Current assets: | |||
Cash and cash equivalents | 1,799,152 | 1,856,017 | |
Accounts receivable, net | |||
Prepaid expenses and other current assets | 1,860,867 | 2,388,893 | |
Due from related party, current | 15,997,803 | ||
Loan held-for-investment, related parties, current, net of allowance for loan losses of $7,701,250 and $0, respectively | |||
Total current assets | 3,660,019 | 20,242,713 | |
Due from related party, non-current, net of allowance for losses of $15,100,584 and $0, respectively | 25,001 | ||
Loan interest receivable, non-current, net of allowance for loan losses of $335,673 and $0, respectively | 38,260 | ||
Loan held-for-investment | 750,000 | 3,100,000 | |
Loan held-for-investment, related parties | 11,500,000 | ||
Investment in subsidiary | 110,509,500 | ||
Total other assets | 111,322,761 | 14,600,000 | |
Property and equipment, net | 399,798 | 147,519 | |
Intangible assets, net | 2,970,427 | 28,150,048 | |
Goodwill | 40,124,491 | 116,188,021 | |
Cost method Investments | 1,000,000 | 1,000,000 | |
Right of use assets, net | 45,000 | ||
Total assets | 159,522,496 | 180,328,301 | |
Current liabilities: | |||
Accounts payable | 1,910,250 | 686,674 | |
Accrued expenses and other current liabilities | 2,523,283 | 1,672,492 | |
Operating lease liabilities | 44,131 | ||
Total current liabilities | 4,477,663 | 2,359,166 | |
Intercompany | 65,966,770 | ||
Notes payable | 6,000,000 | 2,650,000 | |
Due to related party | 315,666 | ||
Total liabilities | $ 76,444,433 | $ 5,324,832 |
Schedule of Assets and Liabil_2
Schedule of Assets and Liabilities of Variable Interest Entities (Parenthetical) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net of allowance for loan losses non current portion | $ 12,701,250 | $ 0 | |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net of allowance for loan losses non current portion | 7,701,250 | $ 0 | |
Due from related party, non-current | 15,100,584 | 0 | |
Loan interest receivable, non-current | $ 335,673 | $ 0 |
Schedule of Assets and Liabil_3
Schedule of Assets and Liabilities of Variable Interest Entities (Details) (Parenthetical) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Loan interest receivable, non-current | $ 335,673 | $ 0 |
Schedule of Operations of Varia
Schedule of Operations of Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Revenues, net | $ 5,563,392 | $ 229,004 | $ 23,705,959 | $ 1,721,631 |
Cost of revenues | 6,799,103 | 99,334 | 25,522,133 | 786,457 |
Gross profit (deficit) | (1,235,711) | 129,670 | (1,816,175) | 935,174 |
Operating expenses: | ||||
Selling, general and administrative | 19,470,629 | 25,606,702 | 75,058,655 | 42,298,760 |
Operating loss | (173,124,275) | (25,477,032) | (229,746,215) | (41,363,586) |
Other (Expense) Income | ||||
Interest expense | 4,311,410 | 26,997,803 | 42,946,190 | 42,375,399 |
Other income | 73,220 | 515,647 | (142,385) | 939,292 |
Loan loss expense | 36,422,210 | 36,422,210 | ||
Total Other Expense | (5,385,398) | 521,579,153 | 180,441,599 | 747,009,556 |
Loss Before Income Taxes | (167,738,877) | (547,056,185) | (410,187,814) | (788,373,142) |
Income tax expense | ||||
Net (Loss) Income | (167,738,877) | (546,348,463) | (413,448,726) | (792,436,186) |
Variable Interest Entity, Primary Beneficiary [Member] | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||
Revenues, net | 307,339 | |||
Cost of revenues | 93,685 | |||
Gross profit (deficit) | 213,654 | |||
Operating expenses: | ||||
Selling, general and administrative | 105,639,946 | 11,761,747 | 138,747,755 | 11,866,488 |
Operating loss | (105,639,946) | (11,761,747) | (138,747,755) | (11,652,834) |
Other (Expense) Income | ||||
Interest expense | (29,669) | (155,476) | (42,784) | (163,236) |
Other income | 175,529 | 98,333 | 527,493 | 98,353 |
Loan loss expense | (8,036,923) | (8,036,923) | ||
Total Other Expense | 7,891,063 | 57,123 | 7,552,214 | 64,883 |
Loss Before Income Taxes | (113,531,009) | (11,818,870) | (146,299,968) | (11,717,717) |
Income tax expense | ||||
Net (Loss) Income | $ (113,531,009) | $ (11,818,870) | $ (146,299,968) | $ (11,717,717) |
Summary of Related Parties Loan
Summary of Related Parties Loans Held For Investment (Details) (Parenthetical) - USD ($) | 9 Months Ended | |||||
Oct. 12, 2021 | Sep. 30, 2022 | Aug. 18, 2022 | Jun. 29, 2022 | May 19, 2021 | Feb. 18, 2021 | |
Secured Debt | $ 2,750,000 | |||||
Outstanding debt | 750,000 | |||||
Employee-related Liabilities, Current | $ 1,168,073 | |||||
Debt instrument, face amount | $ 55,000,000 | $ 56,955,167.81 | $ 5,000,000 | |||
PZAJ Holding LLC [Member] | ||||||
Debt instrument, interest rate percentage | 2% | |||||
ZASH global media and entertainment corporation [Member] | ||||||
Outstanding debt | $ 17,201,250 | |||||
Debt instrument, face amount | $ 19,500,000 | |||||
Debt instrument, interest rate percentage | The interest rates on the notes are 3% or 6% per annum | |||||
Debt instrument maturity date description | The loans are due in 2023 and 2028 with $12,701,250 classified as current and $4,500,000 classified as non-current | |||||
Loans payable current | $ 12,701,250 | |||||
Loans payable noncurrent | 4,500,000 | |||||
Proceeds from loans | $ 1,000,000 | |||||
Proceeds from loans | 80% | |||||
ZVV Media Partners LLC [Member] | ||||||
Debt instrument, face amount | $ 1,500,000 | |||||
Debt instrument, interest rate percentage | 3% | |||||
Debt instrument maturity date | Oct. 12, 2023 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | Feb. 11, 2022 | Jul. 25, 2021 | Jul. 22, 2021 | Sep. 30, 2022 | Jun. 21, 2022 | Oct. 12, 2021 |
Accrued employee benefits | $ 1,918,073 | |||||
Variable interest entity, description | ZASH and Vinco Ventures entered into a Second Amended and Restated Limited Liability Company Agreement of ZVV, pursuant to which (i) ZASH and Vinco Ventures each acquired a 50% voting membership interest in ZVV; and (ii) ZASH acquired a 75% economic interest in ZVV after return of unreturned capital contributions and Vinco Ventures acquired a 25% economic interest in ZVV after return of unreturned capital contributions | |||||
ZASH global media and entertainment corporation [Member] | ||||||
Equity method investment aggregate cost | $ 2,411,140 | |||||
Business combination purchase price | $ 6,750,000 | |||||
ZVV Media Partners LLC [Member] | ||||||
Percentage of ownership interest | 80% | |||||
Lomotif [Member] | ||||||
Percentage of ownership interest | 80% | 100% | ||||
Business combination purchase price | $ 109,765,000 | |||||
ZASH global media and entertainment corporation [Member] | ||||||
Percentage of ownership interest | 100% | 8% | ||||
Equity method investment aggregate cost | $ 2,411,140 | |||||
MagnifiU Inc [Member] | ||||||
Percentage of ownership interest | 15% | |||||
Equity method investment aggregate cost | $ 5,000,000 |
Schedule of Short-Term Investme
Schedule of Short-Term Investments (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Jupiter Wellness, Inc. (JUPW) | $ 178,000 | |
Unrealized losses | (884,000) | $ (862,000) |
Total short-term investments | 156,000 | 178,000 |
Jupiter Wellness Inc JUP W [Member] | ||
Jupiter Wellness, Inc. (JUPW) | $ 1,040,000 | 1,040,000 |
Total short-term investments | $ 1,040,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment,gross | $ 1,138,082 | $ 397,309 |
Less: accumulated depreciation | (555,240) | (28,328) |
Total property and equipment, net | 582,842 | 368,981 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment,gross | 1,197 | 147,792 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment,gross | 168,059 | 20,500 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment,gross | 111,348 | 7,003 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment,gross | 420,347 | 18,761 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment,gross | 233,782 | 203,252 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment,gross | $ 203,350 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 144,388 | $ 70,689 | $ 260,100 | $ 136,312 |
Depreciation, depletion and amortization | 194,624 | 47,055 | ||
Disposal gain on loss | $ 147,569 | $ 3,260,912 | $ 4,063,044 |
Summary of Loans Held for Inves
Summary of Loans Held for Investment (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | |
Loans held-for-investment: | |||
Total loans held-for-investment | $ 750,000 | $ 250,000 | |
Carlin Haynes LLC [Member] | |||
Loans held-for-investment: | |||
Total loans held-for-investment | [1] | $ 750,000 | $ 250,000 |
[1]On August 5, 2021, the Company loaned $ 250,000 500,000 6 August 5, 2023 1,000,000 |
Summary of Loans Held for Inv_2
Summary of Loans Held for Investment (Details) (Paranthetical) - USD ($) | Jan. 18, 2022 | Aug. 05, 2021 | Aug. 18, 2022 | Jun. 29, 2022 | Feb. 18, 2021 |
Debt instrument face amount | $ 55,000,000 | $ 56,955,167.81 | $ 5,000,000 | ||
Carlin Haynes LLC [Member] | |||||
Debt instrument face amount | $ 500,000 | $ 250,000 | |||
Debt instrument, interest rate, percentage | 6% | ||||
Debt maturity date | Aug. 05, 2023 | ||||
Proceeds from loans | $ 1,000,000 |
Summary of Related Parties Lo_2
Summary of Related Parties Loans Held for Investment (Details) - USD ($) | 9 Months Ended | ||||||
Sep. 30, 2022 | Aug. 18, 2022 | Jul. 07, 2022 | Jun. 29, 2022 | Dec. 31, 2021 | Feb. 18, 2021 | ||
Loans held-for-investment – related parties: | |||||||
Total Loans Held-For-Investment – Related Parties | $ 5,740,000 | $ 18,950,000 | |||||
Allowance for loan losses | 840,000 | ||||||
Debt instrument face amount | $ 55,000,000 | $ 56,955,167.81 | $ 5,000,000 | ||||
Allowance for loan and lease losses | 840,000 | ||||||
[custom:LoansHeldForInvestmentRelatedPartiescurrent-0] | 5,740,000 | 3,950,000 | |||||
Five Promissory Notes [Member] | ZASH global media and entertainment corporation [Member] | |||||||
Loans held-for-investment – related parties: | |||||||
Debt instrument face amount | 17,201,250 | ||||||
PZAJ Holding LLC [Member] | |||||||
Loans held-for-investment – related parties: | |||||||
Total Loans Held-For-Investment – Related Parties | [1] | $ 6,580,000 | 3,950,000 | ||||
Debt instrument, interest rate, percentage | 2% | ||||||
ZASH global media and entertainment corporation [Member] | |||||||
Loans held-for-investment – related parties: | |||||||
Total Loans Held-For-Investment – Related Parties | [2] | $ 17,201,250 | 15,000,000 | ||||
Allowance for loan losses | (17,201,250) | ||||||
Debt instrument face amount | 19,500,000 | ||||||
Loan payable current | 12,701,250 | ||||||
PZAJ Holdings LLC [Member] | |||||||
Loans held-for-investment – related parties: | |||||||
Allowance for loan losses | (840,000) | ||||||
Debt instrument face amount | 5,740,000 | ||||||
[custom:LoansHeldForInvestmentRelatedPartiescurrent-0] | 5,740,000 | ||||||
PZAJ Holdings LLC [Member] | Limited Liability Company Agreement [Member] | |||||||
Loans held-for-investment – related parties: | |||||||
Debt instrument face amount | $ 6,580,000 | $ 840,000 | |||||
Debt instrument, interest rate, percentage | 2% | 2% | |||||
Debt default amount | $ 3,150,000 | ||||||
Loan payable current | 5,740,000 | ||||||
Debt default amount | $ 840,000 | ||||||
[1]PZAJ is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. The loans each bear an interest rate of 2 |
Schedule of Noncurrent Investme
Schedule of Noncurrent Investments (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Non current investments | $ 1,000,000 | $ 1,000,000 |
Hyperreal Digital Inc [Member] | ||
Non current investments | $ 1,000,000 | $ 1,000,000 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets and Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 156,000 | $ 178,000 |
Purchase Consideration | 7,921,876 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 156,000 | 178,000 |
Warrant Liability | ||
Total | 156,000 | 178,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | ||
Warrant Liability | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,000,000 | 1,000,000 |
Warrant Liability | 14,031,830 | 198,566,170 |
Purchase Consideration | 7,921,876 | |
Total | $ 22,953,706 | $ 199,566,170 |
Schedule of Reconciliation of L
Schedule of Reconciliation of Liabilities Measured at Fair Value (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning Balance | $ 198,519,395 | |
Issuance of warrants and contingent shares | 243,681,478 | $ 415,803,862 |
Change in fair value of warrants and contingent shares | (166,379,348) | $ 287,891,003 |
Beginning Balance | 14,031,830 | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning Balance | 198,566,170 | |
Issuance of warrants and contingent shares | 243,681,478 | |
Change in fair value of warrants and contingent shares | (166,379,348) | |
Warrants put back to Company for cash | (33,886,612) | |
Exercise of warrants | (227,949,858) | |
Beginning Balance | 14,031,830 | |
Fair Value, Inputs, Level 3 [Member] | Purchase Consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning Balance | ||
Issuance of warrants and contingent shares | 23,250,000 | |
Change in fair value of warrants and contingent shares | (15,328,124) | |
Warrants put back to Company for cash | ||
Exercise of warrants | ||
Beginning Balance | $ 7,921,876 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | |
Gross Carrying Amount | $ 45,210,487 | |
Net Amount | $ 13,154,464 | |
Indefinite lived intangible assets gross | 84,410,487 | |
Impairment of intangible assets, indefinite-lived (Excluding Goodwill) | (69,593,869) | |
Intangible Assets, Net | 13,154,465 | 40,525,453 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | (1,662,154) | (4,685,034) |
Indefinite Lived Intangible Assets Accumulated Amortization | 1,662,154 | 4,685,034 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,240,000 | |
Indefinite Lived Intangible Assets Accumulated Amortization | ||
Indefinite lived intangible assets gross | 1,240,000 | |
Impairment of intangible assets, indefinite-lived (Excluding Goodwill) | (1,240,000) | |
Intangible Assets, Net | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | (1,240,000) | |
Indefinite Lived Intangible Assets Accumulated Amortization | 1,240,000 | |
Indefinite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,240,000 | |
Indefinite Lived Intangible Assets Accumulated Amortization | ||
Indefinite lived intangible assets gross | 1,240,000 | |
Impairment of intangible assets, indefinite-lived (Excluding Goodwill) | (1,240,000) | |
Intangible Assets, Net | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | (1,240,000) | |
Indefinite Lived Intangible Assets Accumulated Amortization | $ 1,240,000 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | |
Weighted Average Remaining Life | 5 years 2 months 12 days | 11 years 8 months 12 days |
Gross Carrying Amount | $ 7,870,000 | $ 670,000 |
Impairment of intangible assets, finite-lived | (670,000) | |
Indefinite Lived Intangible Assets Accumulated Amortization | (652,041) | 148,889 |
Net Amount | $ 6,547,959 | $ 521,111 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 8 months 12 days | 7 years |
Gross Carrying Amount | $ 67,451,987 | $ 37,251,987 |
Impairment of intangible assets, finite-lived | (65,943,869) | |
Indefinite Lived Intangible Assets Accumulated Amortization | (25,002) | 3,458,065 |
Net Amount | $ 1,483,116 | $ 33,793,922 |
Developed Technology Rights [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Developed Technology Rights [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | 10 years |
Membership Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Weighted Average Remaining Life | 0 years | 3 years 8 months 12 days |
Gross Carrying Amount | $ 1,740,000 | $ 1,740,000 |
Impairment of intangible assets, finite-lived | (1,740,000) | |
Indefinite Lived Intangible Assets Accumulated Amortization | 828,571 | |
Net Amount | $ 911,429 | |
Digital Media Platform [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Weighted Average Remaining Life | 3 years | 5 years 10 months 24 days |
Gross Carrying Amount | $ 1,552,500 | $ 1,552,500 |
Impairment of intangible assets, finite-lived | ||
Indefinite Lived Intangible Assets Accumulated Amortization | (415,847) | 249,509 |
Net Amount | $ 1,136,653 | $ 1,302,991 |
Influencer Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | 5 years |
Weighted Average Remaining Life | 3 years 1 month 6 days | 5 years |
Gross Carrying Amount | $ 2,756,000 | $ 2,756,000 |
Impairment of intangible assets, finite-lived | ||
Indefinite Lived Intangible Assets Accumulated Amortization | (413,397) | |
Net Amount | $ 2,342,603 | 2,756,000 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | |
Weighted Average Remaining Life | 6 years 4 months 24 days | |
Gross Carrying Amount | $ 1,800,000 | |
Impairment of intangible assets, finite-lived | ||
Indefinite Lived Intangible Assets Accumulated Amortization | (155,867) | |
Net Amount | 1,644,133 | |
Finite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 83,170,487 | 43,970,487 |
Impairment of intangible assets, finite-lived | (68,353,869) | |
Indefinite Lived Intangible Assets Accumulated Amortization | (1,662,154) | 4,685,034 |
Net Amount | $ 13,154,464 | $ 39,285,453 |
Schedule of Intangible Assets F
Schedule of Intangible Assets Future Amortization Expenses (Details) | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (excludes amortization through September 30, 2022) | $ 593,245 |
2023 | 2,372,962 |
2024 | 2,322,962 |
2025 | 2,272,962 |
2026 | 2,272,962 |
Thereafter | 3,319,372 |
Total | $ 13,154,464 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 121,580,144 | $ 5,983,852 |
Impairment | (92,004,097) | (591,729) |
Acquisition of Lomotif | 17,039,788 | 116,188,021 |
Ending balance | $ 46,615,835 | $ 121,580,144 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | $ 45,210,487 | ||||||
Finite-Lived Intangible Assets, Net | $ 13,154,464 | $ 13,154,464 | |||||
Amortization expense | 1,019,176 | $ 3,861,232 | 5,703,697 | $ 4,877,232 | |||
Warrant exercise price per share | $ 0.36 | $ 0.65 | |||||
Net of amortization | 3,747,349 | ||||||
Goodwill | 46,615,835 | 46,615,835 | $ 121,580,144 | $ 5,983,852 | |||
EVNT Platform [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Net of amortization | 6,607,989 | ||||||
Goodwill | $ 4,938,674 | 4,938,674 | |||||
Edison Nation [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Goodwill and intangible asset impairment | $ 5,392,123 | ||||||
Warrant [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of shares warrants and rights | 67,760,699 | 67,760,699 | |||||
December Warrant [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Number of shares warrants and rights | 14,500,000 | 14,500,000 | |||||
Warrant exercise price per share | $ 0.361 | $ 0.361 | |||||
November Warrant [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Warrant exercise price per share | $ 0.65 | $ 0.65 | |||||
Lomotif And Ad Rizer [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Asset Impairment Charges | $ 76,537,124 | $ 10,074,850 | |||||
Developed Technology Rights [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 67,451,987 | $ 67,451,987 | 37,251,987 | ||||
Finite-Lived Intangible Assets, Net | 1,483,116 | 1,483,116 | 33,793,922 | ||||
Intangible assets writeoff | (65,943,869) | ||||||
Accumulated amortization | (25,002) | (25,002) | 3,458,065 | ||||
Developed Technology Rights [Member] | Lomotif And Ad Rizer [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 50,511,950 | 50,511,950 | |||||
Finite-Lived Intangible Assets, Net | 5,179,932 | 5,179,932 | |||||
Developed Technology Rights [Member] | Edison Nation Inc [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets writeoff | 1,221,428 | ||||||
Accumulated amortization | 1,478,572 | 1,478,572 | |||||
Developed Technology Rights [Member] | E-NFT [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets writeoff | 6,607,990 | ||||||
Accumulated amortization | 943,997 | 943,997 | |||||
Customer Relationships [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 7,870,000 | 7,870,000 | 670,000 | ||||
Finite-Lived Intangible Assets, Net | 6,547,959 | 6,547,959 | 521,111 | ||||
Intangible assets writeoff | (670,000) | ||||||
Accumulated amortization | (652,041) | (652,041) | 148,889 | ||||
Customer Relationships [Member] | Edison Nation Inc [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets writeoff | 498,779 | ||||||
Accumulated amortization | 171,221 | 171,221 | |||||
Membership Network [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 1,740,000 | 1,740,000 | 1,740,000 | ||||
Finite-Lived Intangible Assets, Net | 911,429 | ||||||
Intangible assets writeoff | (1,740,000) | ||||||
Accumulated amortization | $ 828,571 | ||||||
Membership Network [Member] | Edison Nation Inc [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets writeoff | 787,145 | ||||||
Accumulated amortization | 952,855 | 952,855 | |||||
Trademarks and Trade Names [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 1,800,000 | 1,800,000 | |||||
Finite-Lived Intangible Assets, Net | 1,644,133 | 1,644,133 | |||||
Intangible assets writeoff | |||||||
Accumulated amortization | (155,867) | (155,867) | |||||
Trademarks and Trade Names [Member] | Edison Nation Inc [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets writeoff | 1,240,000 | ||||||
Accumulated amortization | $ 0 | $ 0 |
Schedule of Long-term Debt (Det
Schedule of Long-term Debt (Details) - USD ($) | Sep. 30, 2022 | Aug. 18, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
Notes payable | $ 65,000,000 | $ 27,644 | |
Notes payable – related parties | 235,107 | 235,107 | |
Convertible notes payable | 19,990,000 | 113,000,000 | |
Convertible notes payable of Lomotif Private Limited | 150,000 | ||
Convertible notes payable of Lomotif Private Limited – related parties | 2,500,000 | 2,500,000 | |
Debt issuance costs | (13,349) | (68,925,172) | |
Total Debt | $ 22,711,758 | $ 46,987,579 |
Schedule of Maturities of Long-
Schedule of Maturities of Long-term Debt (Details) | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 112,835 |
2023 | 20,112,272 |
2024 | |
2025 | |
2026 | |
Thereafter | 2,500,000 |
Long-term debt, Gross | 22,725,107 |
Less: debt discount | (13,349) |
Long-term debt | $ 22,711,758 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||||||
Aug. 19, 2022 | Aug. 18, 2022 | Jul. 22, 2022 | Mar. 09, 2022 | Nov. 09, 2021 | Oct. 19, 2021 | Jul. 22, 2021 | Mar. 30, 2021 | Feb. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 19, 2022 | Jun. 29, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Feb. 18, 2021 | |
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 55,000,000 | $ 56,955,167.81 | $ 5,000,000 | ||||||||||||||
Convertible notes payable | $ 19,990,000 | $ 113,000,000 | |||||||||||||||
Amount received by agent | $ 10,205,678 | ||||||||||||||||
Cash compensation | 3,225,210 | $ 16,829,359 | |||||||||||||||
Class of warrant | $ 0.36 | $ 0.65 | |||||||||||||||
Note payable | 65,000,000 | $ 27,644 | |||||||||||||||
Convertible debt | $ 33,000,000 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt, conversion converted instrument | 5,412,132 | 11,551,384 | |||||||||||||||
Shares issued | 1,000,000 | ||||||||||||||||
Cryptyde LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Shares issued | 1,000,000 | ||||||||||||||||
Shares issued, price per share | $ 2.18 | ||||||||||||||||
Investor [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Conversion, original debt | $ 7,000,000 | ||||||||||||||||
Debt, conversion converted instrument | 1,750,000 | ||||||||||||||||
Note Holder [Member] | Cryptyde LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Conversion of Stock, Amount Converted | $ 10,000 | ||||||||||||||||
Common Stock, Convertible, Conversion Price, Increase | $ 0.01 | ||||||||||||||||
Business Acquisition, Description of Acquired Entity | increase the interest rate on the July 2021 Note from zero percent (0%) to six percent (6.0%) | ||||||||||||||||
Redemption Premium | $ 33,000,000 | ||||||||||||||||
Note Holder [Member] | Cryptyde LLC [Member] | Maximum [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Restricted cash | 100,000,000 | ||||||||||||||||
Note Holder [Member] | Cryptyde LLC [Member] | Minimum [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Restricted cash | $ 80,000,000 | ||||||||||||||||
Senior Secured Convertible Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Restricted cash | 70,000,000 | ||||||||||||||||
Debt instrument, repurchased face amount | 55,000,000 | ||||||||||||||||
Note payable | 65,000,000 | ||||||||||||||||
Debt instrument, repurchase of debt unrestricted cash | 5,000,000 | ||||||||||||||||
Debt instrument, additional cash | 10,000,000 | ||||||||||||||||
Payments for debt extinguishment costs | 55,000,000 | ||||||||||||||||
Non cash loss on extinguishment debt | 27,235,055 | ||||||||||||||||
Note Holder [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument, convertible, conversion price | $ 1 | ||||||||||||||||
Proceeds from issuance of debt | $ 33,115,000 | ||||||||||||||||
Repayments of debt | 33,000,000 | ||||||||||||||||
Debt instrument, periodic payment, interest | $ 115,000 | ||||||||||||||||
Debt instrument, repurchase amount | $ 65,000,000 | ||||||||||||||||
Convertible debt | $ 5,000,000 | ||||||||||||||||
Debt instrument,accrued interest | 46,000 | ||||||||||||||||
Note Holder [Member] | Common Stock [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Repayments of debt | 450,000 | ||||||||||||||||
Note Holder [Member] | Additional Paid-in Capital [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Repayments of debt | 4,591,620 | ||||||||||||||||
Placement Agent [Member] | Common Stock [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Repayments of debt | $ 5,047 | ||||||||||||||||
ZASH global media and entertainment corporation [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | 19,500,000 | ||||||||||||||||
Palladium Capital Group LLC [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Cash compensation, description | The placement agent received $9,000,000 of which $1,000,000 was cash compensation and $8,000,000 was deferred cash compensation (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 deferred cash compensation and $4,000,000 remains outstanding in accounts payable as of September 30, 2022 | ||||||||||||||||
Amount received by agent | $ 9,000,000 | ||||||||||||||||
Cash compensation | 1,000,000 | ||||||||||||||||
Deferred cash compensation | $ 8,000,000 | 4,000,000 | |||||||||||||||
Deferred cash compensation paid | $ 4,000,000 | ||||||||||||||||
Loan Agreement [Member] | Convertible Notes Payable - Related Parties [Member] | ZASH global media and entertainment corporation [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 1,000,000 | $ 1,500,000 | |||||||||||||||
Debt maturity date | Mar. 28, 2028 | Feb. 22, 2028 | |||||||||||||||
Debt interest rate | 2% | 2% | |||||||||||||||
Debt conversion, description | Under the terms of the loan agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited | Under the terms of the agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited | |||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Class of warrant | $ 2.655 | ||||||||||||||||
Warrants purchase | 32,697,548 | ||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Stock of warrants | $ 36,320,456 | ||||||||||||||||
Warrant term | 5 years | ||||||||||||||||
Securities Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | Private Placement [Member] | Investor [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt instrument face amount | $ 120,000,000 | ||||||||||||||||
Convertible notes payable | $ 100,000,000 | ||||||||||||||||
Securities Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Debt maturity date | Jul. 22, 2022 | ||||||||||||||||
Debt interest rate | 18% | ||||||||||||||||
Debt annual Interest rate | 6% | ||||||||||||||||
Debt instrument, convertible, conversion price | $ 4 | ||||||||||||||||
Deposit Account Control Agreement [Member] | |||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||
Restricted cash | $ 100,000,000 | ||||||||||||||||
Deferred discount | 120,000,000 | ||||||||||||||||
Original issue discount | 20,000,000 | ||||||||||||||||
Debt instrument, fee amount | 9,300,000 | ||||||||||||||||
Issuance of warrants | $ 90,700,000 |
Schedule of Warrant Liability (
Schedule of Warrant Liability (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 $ / shares shares | Sep. 30, 2022 $ / shares shares | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Initial Grants | 190,479,262 | 225,792,614 | ||
Outstanding shares, ending | 17,011,065 | 17,011,065 | ||
Exercises | (82,260,699) | (180,585,391) | ||
Outstanding shares, beginning | 99,271,764 | 197,596,456 | ||
Outstanding shares, ending | 17,011,065 | 17,011,065 | ||
June [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ / shares | $ 3.3000 | [1] | $ 3.3000 | [1] |
Initial Grants | 29,893,175 | 29,893,175 | ||
Outstanding shares, ending | 115,800 | 115,800 | ||
Exercises | (20,270,406) | |||
Outstanding shares, beginning | 115,800 | 20,386,206 | ||
Outstanding shares, ending | 115,800 | 115,800 | ||
September A [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ / shares | $ 9 | [1] | $ 9 | [1] |
Initial Grants | 21,600,000 | 21,600,000 | ||
Outstanding shares, ending | 6,600,000 | 6,600,000 | ||
Exercises | (15,000,000) | |||
Outstanding shares, beginning | 6,600,000 | 21,600,000 | ||
Outstanding shares, ending | 6,600,000 | 6,600,000 | ||
November [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ / shares | $ 4.5270 | [1] | $ 4.5270 | [1] |
Initial Grants | 16,200,000 | 16,200,000 | ||
Outstanding shares, ending | 1,200,000 | 1,200,000 | ||
Exercises | (14,500,000) | (15,000,000) | ||
Outstanding shares, beginning | 15,700,000 | 16,200,000 | ||
Outstanding shares, ending | 1,200,000 | 1,200,000 | ||
December [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ / shares | $ 3.2653 | [1] | $ 3.2653 | [1] |
Initial Grants | 122,786,087 | 122,786,087 | ||
Outstanding shares, ending | 9,095,265 | 9,095,265 | ||
Exercises | (67,760,699) | (113,690,822) | ||
Outstanding shares, beginning | 76,855,964 | 122,786,087 | ||
Outstanding shares, ending | 9,095,265 | 9,095,265 | ||
July [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Exercise Price | $ / shares | $ 2.6550 | [1] | ||
Initial Grants | 35,313,352 | |||
Outstanding shares, ending | ||||
Exercises | (16,624,163) | |||
Outstanding shares, beginning | 16,624,163 | |||
Outstanding shares, ending | ||||
[1]Based on Exercise Price as of the initial grant; the above disclosure discusses modifications under specific Warrant Exchange Agreements. |
Schedule of Warrant Assumptions
Schedule of Warrant Assumptions (Details) | Sep. 30, 2022 |
Hudson Bay Warrant [Member] | June 4, 2021 [Member] | |
Warrants and Rights Outstanding, Term | 2 years 8 months 12 days |
Hudson Bay Warrant [Member] | June 4, 2021 [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Warrant [Member] | June 4, 2021 [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 122.20 |
Hudson Bay Warrant [Member] | June 4, 2021 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 4.14 |
Hudson Bay Series A Warrant [Member] | September 1, 2021 [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Hudson Bay Series A Warrant [Member] | September 1, 2021 [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Series A Warrant [Member] | September 1, 2021 [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 124.10 |
Hudson Bay Series A Warrant [Member] | September 1, 2021 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 4.15 |
Palladium Capital Group Series A Warrant [Member] | September 1, 2021 [Member] | |
Warrants and Rights Outstanding, Term | 2 years 6 months |
Palladium Capital Group Series A Warrant [Member] | September 1, 2021 [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Group Series A Warrant [Member] | September 1, 2021 [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 124.10 |
Palladium Capital Group Series A Warrant [Member] | September 1, 2021 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 4.15 |
Palladium Capital Warrant [Member] | November 10, 2021 [Member] | |
Warrants and Rights Outstanding, Term | 4 years |
Palladium Capital Warrant [Member] | November 10, 2021 [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Warrant [Member] | November 10, 2021 [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 120.40 |
Palladium Capital Warrant [Member] | November 10, 2021 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 4.04 |
Palladium Capital Warrant [Member] | December 20, 2021 [Member] | |
Warrants and Rights Outstanding, Term | 4 years |
Palladium Capital Warrant [Member] | December 20, 2021 [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Warrant [Member] | December 20, 2021 [Member] | Measurement Input Expected Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 120.40 |
Palladium Capital Warrant [Member] | December 20, 2021 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 4.04 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 9 Months Ended | |||||||
May 19, 2022 | May 12, 2022 | Oct. 19, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 05, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | |
Proceeds from Warrant Exercises | $ 101,036,838 | $ 167,961,099 | ||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||
Aggregate payment | $ 33,886,612 | |||||||
Maximum [Member] | ||||||||
Common stock, shares authorized | 750,000,000 | |||||||
Common Stock [Member] | ||||||||
Number of warrants outstanding | 37,591,713 | |||||||
Number of warrant exchanged | 1,000,000 | |||||||
November Warrants [Member] | ||||||||
Exercise shares | 14,500,000 | |||||||
December Warrants [Member] | ||||||||
Exercise shares | 67,760,699 | |||||||
Warrant Exchange Agreement [Member] | ||||||||
Exchange agreement, description | pursuant to the exchange agreement, on or prior to the second business day following the Shareholder Approval Date, the Company shall deliver to the holder an additional number of shares of Common Stock equal to 7% of the sum of each of the November 2021 Warrants and December 2021 Warrants exchanged by the holder during this period. In addition, the exchange agreement allows the holder for up to 60 days after the Shareholder Approval Date for (i) each November 2021 Warrant may be exchanged for 42% of a November 2021 Exchanged Warrant Share, and (ii) each December 2021 Warrants may from time to time be exchanged for 42% of a December 2021 Exchanged Warrant Share | |||||||
Warrant Exchange Agreement [Member] | November 2021 Warrants [Member] | ||||||||
Number of warrant issued to purchase common stock | 500,000 | |||||||
Share price | $ 4.527 | |||||||
Percentage of warrant exercise price | 77% | |||||||
Number of warrant exchanged | 385,000 | |||||||
Warrant Exchange Agreement [Member] | December 2021 Warrants [Member] | ||||||||
Number of warrant issued to purchase common stock | 18,090,123 | 27,840,000 | ||||||
Share price | $ 3.2653 | |||||||
Percentage of warrant exercise price | 81% | |||||||
Number of warrant exchanged | 14,653,000 | 22,550,400 | ||||||
Warrant Exchange Agreement [Member] | September 2021 Warrants [Member] | ||||||||
Number of warrant issued to purchase common stock | 12,000,000 | |||||||
Number of warrant exchanged | 6,000,000 | |||||||
Warrant Holder [Member] | ||||||||
Number of warrant issued to purchase common stock | 83,012,781 | |||||||
Placement Agent [Member] | ||||||||
Number of warrant issued to purchase common stock | 6,641,022 | |||||||
Holder [Member] | ||||||||
Exercise shares | 82,260,699 | |||||||
Warrant Liability [Member] | ||||||||
[custom:NumberOfExercisedWarrantSharesPercentage-0] | 225% | |||||||
Warrant, Exercise Price, Increase | $ 3.265 | |||||||
Number of warrant issued to purchase common stock | 36,984,569 | |||||||
Proceeds from Warrant Exercises | $ 111,029,493 | |||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||
Equity, Fair Value Disclosure | $ 243,681,478 |
Schedule of Related Party Trans
Schedule of Related Party Transaction (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | ||
Balance, September 30, 2022 | $ 28,857 | |
Allowance for losses | (15,451,062) | $ 0 |
ZASH Global Media [Member] | ||
Related Party Transaction [Line Items] | ||
Balance, September 30, 2022 | 15,451,062 | |
Other [Member] | ||
Related Party Transaction [Line Items] | ||
Balance, September 30, 2022 | $ 28,857 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 29, 2022 | Feb. 11, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 27, 2022 | Aug. 18, 2022 | Jun. 21, 2022 | Oct. 12, 2021 | Feb. 18, 2021 | |
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | $ 28,857 | $ 28,857 | |||||||||
Allowance for losses on existing related party | 15,451,062 | $ 0 | 15,451,062 | $ 0 | |||||||
Debt instrument face amount | $ 56,955,167.81 | $ 55,000,000 | $ 5,000,000 | ||||||||
Annual salary | 244,710 | $ 71,408 | 609,776 | $ 130,685 | |||||||
Brian Hart [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Compensation | $ 90,000 | ||||||||||
ZASH global media and entertainment corporation [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ownership percentage | 100% | 8% | |||||||||
Equity method investment aggregate cost | $ 2,411,140 | ||||||||||
MagnifiU Inc [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Ownership percentage | 15% | ||||||||||
Equity method investment aggregate cost | $ 5,000,000 | ||||||||||
ZASH global media and entertainment corporation [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business combination, consideration transferred | $ 6,750,000 | ||||||||||
Equity method investment aggregate cost | $ 2,411,140 | ||||||||||
ZVV Media Partners LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument, interest rate, percentage | 3% | ||||||||||
Due to affiliate | $ 1,500,000 | ||||||||||
Annual salary | 100,000 | ||||||||||
Mind Tank LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenues | 2,653,672 | ||||||||||
[custom:OutstandingAccountsReceivable] | 1,700,139 | ||||||||||
Two Promissory [Member] | ZASH global media and entertainment corporation [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | 2,500,000 | 2,500,000 | |||||||||
Five Promissory Notes [Member] | ZASH global media and entertainment corporation [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | 17,201,250 | 17,201,250 | |||||||||
Secured Promissory Note [Member] | Zash and ZVV [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt instrument face amount | 56,955,167 | ||||||||||
Secured Promissory Note [Member] | ZVV Media Partners LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Proceeds from loans | $ 70,000,000 | ||||||||||
Maturity date | Jun. 30, 2024 | ||||||||||
Debt instrument, interest rate, percentage | 5% | ||||||||||
ZASH Global Media [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due from related parties | $ 15,451,062 | $ 15,451,062 |
Schedule of Operating Lease Lia
Schedule of Operating Lease Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases - ROU assets | $ 567,928 | $ 168,914 |
Operating lease liabilities (current) | 185,186 | 100,733 |
Operating lease liabilities (noncurrent) | 399,947 | $ 70,514 |
Total operating lease liabilities | $ 585,132 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 (Oct-Dec) | $ 55,517 |
2023 | 201,121 |
2024 | 136,050 |
2025 | 120,453 |
2026 | 126,475 |
Thereafter | 10,582 |
Undiscounted Cash Flows | 650,198 |
Less: Implied Interest | (65,065) |
Total operating lease liabilities | $ 585,132 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Aug. 05, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||||||
Payments for rent | $ 244,710 | $ 71,408 | $ 609,776 | $ 130,685 | ||
Operating lease, liability | 585,132 | 585,132 | ||||
Operating lease, right of use asset | $ 567,928 | $ 567,928 | $ 168,914 | |||
Weighted-average remaining lease term | 3 years 8 months 8 days | 3 years 8 months 8 days | ||||
Elliot Gold stein [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Share based compensation | $ 100,000 | |||||
Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Weighted-average remaining lease term | 44 months 7 days | 44 months 7 days |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Shares, beginning balance | 80,000 | |
Weighted average exercise price, beginning balance | $ 7.01 | |
Remaining contractual life in years, ending balance | 1 year 4 months 24 days | |
Aggregate intrinsic value, beginning balance | ||
Shares, granted | ||
Weighted average exercise price, granted | ||
Shares forfeited | 80,000 | |
Weighted average exercise price, forfeited | ||
Shares, ending balance | 80,000 | |
Weighted average exercise price, ending balance | $ 7.01 | |
Aggregate intrinsic value, ending balance | ||
Shares, exercisable, ending balance | ||
Weighted average exercise price, exercisable, ending balance | ||
Remaining contractual life in years, ending balance | ||
Aggregate intrinsic value, exercisable, ending balance |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 37,025,519 | 140,297,107 |
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] | ||
Total | 4,000,000 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 80,000 | |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 20,014,454 | 28,274,454 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 17,011,065 | 107,942,653 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Dec. 19, 2022 | Oct. 14, 2022 | Oct. 19, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 04, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||
Common Stock, Shares, Issued | 238,187,660 | 238,187,660 | 150,118,024 | ||||||
Common Stock, Shares, Outstanding | 238,187,660 | 238,187,660 | 150,118,024 | ||||||
Warrant shares exercised | 82,260,699 | 180,585,391 | |||||||
Proceeds from warrants exercised | $ 101,036,838 | $ 167,961,099 | |||||||
Unvested options | 0 | 0 | |||||||
Unrecognized equity-based compensation expense | $ 0 | $ 0 | |||||||
Net Income (Loss) Attributable to Parent | (98,982,114) | $ (542,463,130) | (326,001,907) | $ (788,601,430) | |||||
Dilutive [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Net Income (Loss) Attributable to Parent | $ 167,296,644 | $ 410,563,725 | |||||||
2021 Equity Incentive Plan [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Share based compensation arrangement | 3,267,040 | 3,267,040 | 9,000,000 | ||||||
Reserved shares | 465,827 | 465,827 | |||||||
Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 250,000,000 | ||||||||
Number of shares issued | 10 | ||||||||
Warrant [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Warrant shares exercised | 82,260,699 | 180,585,391 | |||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares issued | 1,000,000 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 245,000,000 | ||||||||
Number of shares issued | 249,000,000 | ||||||||
Preferred Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred Stock [Member] | Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||
Number of shares issued | 1,000,000 |
Schedule of Revenue from Custom
Schedule of Revenue from Customers (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 10% | |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 40% | |
Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 36% | |
Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration percentage | 19% |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographical Areas (Details) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | North America [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 100% | 100% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||||
Feb. 06, 2023 | Feb. 06, 2023 | Feb. 05, 2023 | Dec. 19, 2022 | Oct. 26, 2022 | Oct. 14, 2022 | Oct. 19, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 01, 2022 | Sep. 30, 2022 | Aug. 18, 2022 | Jun. 29, 2022 | Dec. 31, 2021 | Feb. 18, 2021 | |
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument face amount | $ 55,000,000 | $ 56,955,167.81 | $ 5,000,000 | ||||||||||||
Common stock shares authorized | 250,000,000 | 250,000,000 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||
Conversion of convertible securities shares | 303,483 | ||||||||||||||
Number of convertible shares issued | 5,412,132 | 11,551,384 | |||||||||||||
Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 1,000,000 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock shares authorized | 750,000,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued | 10 | ||||||||||||||
Stock price per share | $ 1 | ||||||||||||||
Business combination cost | $ 1 | ||||||||||||||
Common stock shares authorized | 250,000,000 | ||||||||||||||
Deposit in control account | $ 3,000,000 | ||||||||||||||
Control account | 4,000,000 | ||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument face amount | 1,500,000 | ||||||||||||||
Convertible note and preferred stock | $ 10,000,000 | ||||||||||||||
Debt conversion price | $ 0.7831 | ||||||||||||||
Closing price percentage | 110% | ||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | July Note [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt conversion price | $ 0.7831 | ||||||||||||||
Debt instrument, interest rate, percentage | 18% | ||||||||||||||
Deposit in control account | $ 3,000,000 | ||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | First Trading Day [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of convertible shares issued | 15,200,000 | ||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | Holder [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued | 26,000,000 | ||||||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | Holder [Member] | Initial Closing Date [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued | 10,800,000 | ||||||||||||||
Debt instrument face amount | $ 105,000 | ||||||||||||||
Subsequent Event [Member] | ICON Publishing LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payment to Acquire business gross | $ 33,000,000 | ||||||||||||||
Business combination, consideration transferred | $ 700,000 | ||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued | 249,000,000 | ||||||||||||||
Common stock shares authorized | 245,000,000 | ||||||||||||||
Subsequent Event [Member] | Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued | 1,000,000 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Conversion of convertible securities shares | 144,000,000 | ||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument face amount | $ 10,000,000 | ||||||||||||||
Preferred stock par value | $ 0.001 | ||||||||||||||
Subsequent Event [Member] | Holder [Member] | Exchange Agreement [Member] | First Trading Day [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Common stock shares authorized | 145,000 | ||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payments for services rendered | $ 900 | ||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Payments for services rendered | $ 30,000 | ||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ICON Publishing LLC [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Business combination,assets acquired | $ 33,700,000 | 33,700,000 | |||||||||||||
Business combination, consideration transferred | $ 2,000,000 |