Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Registrant Name | OPTI-HARVEST, INC. |
Entity Central Index Key | 0001753945 |
Entity Primary SIC Number | 8742 |
Entity Tax Identification Number | 81-3007305 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 190 N Canon Dr. |
Entity Address, Address Line Two | Suite 304 |
Entity Address, City or Town | Beverly Hills |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90210 |
City Area Code | (310) |
Local Phone Number | 788-0200 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 190 N Canon Dr. |
Entity Address, Address Line Two | Suite 304 |
Entity Address, City or Town | Beverly Hills |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90210 |
City Area Code | (310) |
Local Phone Number | 788-0200 |
Contact personnel name | Geoffrey Andersen |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | |||
Cash | $ 3,000 | $ 172,000 | $ 1,715,000 |
Accounts receivable | 1,000 | 18,000 | |
Prepaid expense and other current assets | 25,000 | 101,000 | 87,000 |
Total Current Assets | 28,000 | 274,000 | 1,820,000 |
Rental equipment, net of accumulated depreciation of $83,000 and $26,000, respectively | 47,000 | 104,000 | |
Property and equipment, net of accumulated depreciation of $1,444,000 and $1,078,000, respectively | 667,000 | 1,033,000 | 1,158,000 |
Vendor deposits | 277,000 | ||
Deferred offering costs | 52,000 | 186,000 | |
Total Assets | 742,000 | 1,463,000 | 3,441,000 |
Current Liabilities: | |||
Accounts payable and accrued expenses | 2,130,000 | 2,263,000 | 986,000 |
Deferred revenue | 47,000 | 68,000 | |
Convertible notes payable, net of debt discount of $61,000 and $0, respectively | 669,000 | 3,491,000 | 1,265,000 |
Current portion of loan payable (includes a $215,000 past due note payable to a related party), net of debt discount of $695,000 and $0, respectively | 695,000 | 13,000 | 8,000 |
Total Current Liabilities | 3,616,000 | 5,835,000 | 2,259,000 |
Loan payable, less current portion | 45,000 | 56,000 | 25,000 |
Deferred revenue, less current portion | 36,000 | ||
Total Liabilities | 3,661,000 | 5,927,000 | 2,284,000 |
Common stock subject to redemption by Company (2,029,306 shares at conversion) | 8,118,000 | ||
Commitments and Contingencies | |||
Shareholders’ Deficiency | |||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; 1 share of Series A issued and outstanding at September 30, 2023 and December 31, 2022, respectively | |||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 12,419,155 and 11,899,865 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 1,000 | 1,000 | 1,000 |
Additional paid-in-capital | 35,822,000 | 30,675,000 | 20,346,000 |
Common stock issuable – 235,606 shares | 1,188,000 | ||
Accumulated deficit | (48,048,000) | (35,140,000) | (19,190,000) |
Total Shareholders’ Deficiency | (11,037,000) | (4,464,000) | 1,157,000 |
Total Liabilities and Shareholders’ Deficiency | 742,000 | 1,463,000 | 3,441,000 |
Related Party [Member] | |||
Current Liabilities: | |||
Due to related party | $ 75,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated depreciation | $ 1,444,000 | $ 1,078,000 | $ 577,000 |
Debt instrument, unamortized discount, current | $ 61,000 | $ 0 | $ 2,326,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,419,155 | 11,899,865 | 10,995,066 |
Common stock, shares outstanding | 12,419,155 | 11,899,865 | 10,995,066 |
Notes payable current | $ 730,000 | $ 3,491,000 | |
Loan payable debt discount, current | $ 695,000 | $ 0 | |
Shares at coversion | 2,029,306 | ||
Common stock shares issuable | 235,606 | 235,606 | |
Related Party [Member] | |||
Notes payable current | $ 215,000 | $ 215,000 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares issued | 1 | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 | 1 |
Rental Equipment [Member] | |||
Accumulated depreciation | $ 83,000 | $ 26,000 | $ 0 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | ||||||
Total revenues | $ 33,000 | $ 10,000 | $ 80,000 | $ 30,000 | $ 53,000 | $ 40,000 |
Cost of revenues | ||||||
Total cost of revenues | 33,000 | 29,000 | 78,000 | 55,000 | 515,000 | 102,000 |
Gross profit (loss) | (19,000) | 2,000 | (25,000) | (462,000) | (62,000) | |
Operating expenses | ||||||
Selling, general and administrative expenses | 1,459,000 | 1,942,000 | 5,338,000 | 6,062,000 | 8,060,000 | 6,591,000 |
Research and development expenses | 214,000 | 491,000 | 784,000 | 1,748,000 | 2,072,000 | 2,621,000 |
Impairment of rental equipment | 98,000 | |||||
Total operating expenses | 1,673,000 | 2,433,000 | 6,122,000 | 7,810,000 | 10,230,000 | 9,212,000 |
Loss from operations | (1,673,000) | (2,452,000) | (6,120,000) | (7,835,000) | (10,692,000) | (9,274,000) |
Other expenses | ||||||
Gain on forgiveness of SBA PPP loan | 38,000 | |||||
Financing costs | (943,000) | (1,519,000) | (1,554,000) | (2,497,000) | ||
Loss on extinguishment of debt | (4,310,000) | |||||
Interest expense | (458,000) | (866,000) | (959,000) | (2,589,000) | (2,761,000) | (817,000) |
Total other expenses | (458,000) | (1,809,000) | (6,788,000) | (4,143,000) | (5,258,000) | (779,000) |
Net loss | $ (2,131,000) | $ (4,261,000) | $ (12,908,000) | $ (11,978,000) | $ (15,950,000) | $ (10,053,000) |
Loss per share - basic | $ (0.17) | $ (0.38) | $ (1.07) | $ (1.06) | $ (1.40) | $ (0.96) |
Loss per share - diluted | $ (0.17) | $ (0.38) | $ (1.07) | $ (1.06) | $ (1.40) | $ (0.96) |
Weighted average number of shares outstanding - basic | 12,361,637 | 11,277,434 | 12,112,810 | 11,277,434 | 11,401,562 | 10,508,343 |
Weighted average number of shares outstanding - diluted | 12,361,637 | 11,277,434 | 12,112,810 | 11,277,434 | 11,401,562 | 10,508,343 |
Equipment Rental Revenue [Member] | ||||||
Revenues | ||||||
Total revenues | $ 19,000 | $ 7,000 | $ 57,000 | $ 7,000 | $ 26,000 | |
Product Sales [Member] | ||||||
Revenues | ||||||
Total revenues | 14,000 | 3,000 | 23,000 | 23,000 | 27,000 | 40,000 |
Cost of revenues | ||||||
Total cost of revenues | 14,000 | 24,000 | 21,000 | 50,000 | 489,000 | 102,000 |
Rental Depreciation Cost of Revenues [Member] | ||||||
Cost of revenues | ||||||
Total cost of revenues | $ 19,000 | $ 5,000 | $ 57,000 | $ 5,000 | $ 26,000 |
Condensed Statements of Changes
Condensed Statements of Changes in Shareholders' Deficiency - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Beginning balance | $ (4,464,000) | $ (10,070,000) | $ (1,828,000) | $ (4,464,000) | $ 1,157,000 | $ 1,157,000 | $ (29,000) |
Fair value of vested options | 692,000 | 2,133,000 | |||||
Fair value of vested options and warrants issue for services | 643,000 | 2,045,000 | 2,721,000 | 1,768,000 | |||
Fair value of warrants issued as a debt discount | 76,000 | 76,000 | 2,482,000 | ||||
Fair value of common shares issued for services | 70,000 | 341,000 | 706,000 | 1,309,000 | 1,545,000 | $ 1,744,000 | |
Fair value of common shares issued for services, shares | 288,909 | ||||||
Common shares and warrants issued in private offerings | $ 5,245,000 | ||||||
Common shares issued on the exercise of warrants | 77,000 | $ 114,000 | 1,558,000 | $ 1,558,000 | |||
Common shares issued on the exercise of warrants, shares | |||||||
Common shares issued with convertible notes and promissory notes | 332,000 | $ 1,313,000 | |||||
Net Loss | (2,131,000) | (4,261,000) | (12,908,000) | (11,978,000) | $ (15,950,000) | $ (10,053,000) | |
Fair value of vested restricted stock units | 70,000 | 150,000 | 224,000 | 225,000 | 388,000 | ||
Fair value of common shares issued for financing costs | 943,000 | 1,519,000 | 1,554,000 | 2,497,000 | |||
Warrant modification cost | 250,000 | ||||||
Common shares issued in private offerings | 1,425,000 | 1,620,000 | 1,620,000 | ||||
Ending balance | (11,037,000) | (2,510,000) | (11,037,000) | (2,510,000) | (4,464,000) | 1,157,000 | |
Common Stock [Member] | |||||||
Beginning balance | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Beginning balance, shares | 11,899,865 | 12,312,065 | 11,446,760 | 11,899,865 | 10,995,066 | 10,995,066 | 9,824,825 |
Fair value of vested options | |||||||
Fair value of vested options and warrants issue for services | |||||||
Fair value of warrants issued as a debt discount | |||||||
Fair value of common shares issued for services | |||||||
Fair value of common shares issued for services, shares | 16,826 | 38,597 | 84,221 | 148,020 | 174,739 | 288,909 | |
Common shares and warrants issued in private offerings | |||||||
Common shares and warrants issued in private offerings, shares | 881,332 | ||||||
Common shares issued on the exercise of warrants | |||||||
Common shares issued on the exercise of warrants, shares | 13,148 | 19,255 | 264,315 | 264,315 | |||
Common shares issued with convertible notes and promissory notes | |||||||
Common shares issued with convertible notes and promissory notes shares | 82,500 | 220,550 | |||||
Fair value of vested restricted stock units | |||||||
Fair value of vested restricted stock units, shares | 7,764 | 7,764 | |||||
Fair value of common shares issued for financing costs | |||||||
Fair value of common shares issued for financing costs, shares | 106,736 | 187,500 | 175,785 | 282,522 | |||
Warrant modification cost | |||||||
Common shares issued in private offerings | |||||||
Common shares issued in private offerings, shares | 161,168 | 183,223 | 183,223 | ||||
Ending balance | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |
Ending balance, shares | 12,419,155 | 11,766,409 | 12,419,155 | 11,766,409 | 11,899,865 | 10,995,066 | |
Preferred Stock [Member] | |||||||
Beginning balance | |||||||
Beginning balance, shares | 1 | 1 | 1 | 1 | 1 | 1 | 1 |
Fair value of vested options | |||||||
Fair value of vested options and warrants issue for services | |||||||
Fair value of warrants issued as a debt discount | |||||||
Fair value of common shares issued for services | |||||||
Common shares and warrants issued in private offerings | |||||||
Common shares issued on the exercise of warrants | |||||||
Common shares issued with convertible notes and promissory notes | |||||||
Common shares issued with convertible notes and promissory notes shares | |||||||
Fair value of vested restricted stock units | |||||||
Fair value of common shares issued for financing costs | |||||||
Warrant modification cost | |||||||
Common shares issued in private offerings | |||||||
Ending balance | |||||||
Ending balance, shares | 1 | 1 | 1 | 1 | 1 | 1 | |
Additional Paid-in Capital [Member] | |||||||
Beginning balance | $ 30,675,000 | $ 34,626,000 | $ 25,078,000 | $ 30,675,000 | $ 20,346,000 | $ 20,346,000 | $ 9,107,000 |
Fair value of vested options | 692,000 | 2,133,000 | |||||
Fair value of vested options and warrants issue for services | 643,000 | 2,045,000 | 2,721,000 | 1,768,000 | |||
Fair value of warrants issued as a debt discount | 76,000 | 2,482,000 | |||||
Fair value of common shares issued for services | 70,000 | 341,000 | 706,000 | 1,309,000 | 1,545,000 | 1,744,000 | |
Common shares and warrants issued in private offerings | 5,245,000 | ||||||
Common shares issued on the exercise of warrants | 77,000 | 114,000 | 1,558,000 | 1,558,000 | |||
Common shares issued with convertible notes and promissory notes | 332,000 | 1,313,000 | |||||
Fair value of vested restricted stock units | 102,000 | 150,000 | (194,000) | 225,000 | 388,000 | ||
Fair value of common shares issued for financing costs | 943,000 | 749,000 | 1,554,000 | 2,497,000 | |||
Warrant modification cost | 250,000 | ||||||
Common shares issued in private offerings | 1,425,000 | 1,620,000 | 1,620,000 | ||||
Ending balance | 35,822,000 | 28,657,000 | 35,822,000 | 28,657,000 | 30,675,000 | 20,346,000 | |
Retained Earnings [Member] | |||||||
Beginning balance | (35,140,000) | (45,917,000) | (26,907,000) | (35,140,000) | (19,190,000) | (19,190,000) | (9,137,000) |
Common shares and warrants issued in private offerings | |||||||
Common shares issued on the exercise of warrants | |||||||
Net Loss | (2,131,000) | (4,261,000) | (12,908,000) | (11,978,000) | (15,950,000) | (10,053,000) | |
Common shares issued in private offerings | |||||||
Ending balance | (48,048,000) | $ (31,168,000) | (48,048,000) | $ (31,168,000) | (35,140,000) | $ (19,190,000) | |
Common Stock Issuable [Member] | |||||||
Beginning balance | $ 1,220,000 | ||||||
Beginning balance, shares | 243,370 | ||||||
Fair value of vested options | |||||||
Fair value of warrants issued as a debt discount | |||||||
Fair value of common shares issued for services | |||||||
Common shares issued with convertible notes and promissory notes | |||||||
Fair value of vested restricted stock units | $ (32,000) | $ 418,000 | |||||
Fair value of vested restricted stock units, shares | (7,764) | 43,131 | |||||
Fair value of common shares issued for financing costs | $ 770,000 | ||||||
Fair value of common shares issued for financing costs, shares | 192,475 | ||||||
Ending balance | $ 1,188,000 | $ 1,188,000 | |||||
Ending balance, shares | 235,606 | 235,606 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (12,908,000) | $ (11,978,000) | $ (15,950,000) | $ (10,053,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation of property and equipment | 366,000 | 377,000 | 501,000 | 299,000 |
Depreciation of rental equipment | 57,000 | 5,000 | 26,000 | |
Change in inventory reserves | 432,000 | 60,000 | ||
Impairment of rental equipment | 98,000 | |||
Amortization of debt discount | 678,000 | 2,262,000 | 2,326,000 | 713,000 |
Fair value of common stock issued for financing costs | 1,519,000 | 1,554,000 | 2,497,000 | |
Loss on extinguishment of debt | 4,310,000 | |||
Fair value of common stock issued for services | 706,000 | 2,045,000 | 1,545,000 | 1,744,000 |
Fair value of vested options and warrants | 2,133,000 | 1,309,000 | 2,721,000 | 1,768,000 |
Fair value of vested restricted stock units | 224,000 | 225,000 | 388,000 | |
Gain on forgiveness of SBA PPP loan | (38,000) | |||
Changes in operating assets and liabilities | ||||
Accounts receivable | 1,000 | 5,000 | 17,000 | (17,000) |
Inventory | (405,000) | (432,000) | (60,000) | |
Prepaid expenses and other current assets | 76,000 | 26,000 | 87,000 | (87,000) |
Accounts payable and accrued expenses | 552,000 | 956,000 | 1,176,000 | 368,000 |
Deferred revenues | (57,000) | 4,000 | 104,000 | |
Net cash used in operating activities | (2,343,000) | (3,615,000) | (4,464,000) | (5,303,000) |
Cash Flows from Investing Activities | ||||
Purchase of property and equipment | (50,000) | (50,000) | (20,000) | |
Purchase of rental equipment | (228,000) | (228,000) | ||
Deposits on purchase of equipment | (1,351,000) | |||
Net cash used in investing activities | (278,000) | (278,000) | (1,371,000) | |
Cash Flows from Financing Activities | ||||
Proceeds from sales of common stock | 1,620,000 | 1,620,000 | 5,245,000 | |
Proceeds from exercise of warrants | 114,000 | 1,558,000 | 1,558,000 | |
Proceeds from notes payable – related party | 180,000 | |||
Repayment of notes payable – related party | (10,000) | |||
Proceeds from notes payable | 1,062,000 | |||
Repayment of notes payable | (11,000) | (9,000) | ||
Proceeds from convertible notes payable | 712,000 | 3,034,000 | ||
Advances from related party | 75,000 | |||
Deferred offering costs | 52,000 | (51,000) | 134,000 | (186,000) |
Repayment of convertible notes payable | (100,000) | (100,000) | ||
Repayment of loans payable | (13,000) | (7,000) | ||
Repayment of patent purchase obligation | (100,000) | |||
Net cash provided by financing activities | 2,174,000 | 3,018,000 | 3,199,000 | 7,986,000 |
Net increase (decrease) in cash | (169,000) | (875,000) | (1,543,000) | 1,312,000 |
Cash beginning of period | 172,000 | 1,715,000 | 1,715,000 | 403,000 |
Cash end of period | 3,000 | 840,000 | 172,000 | 1,715,000 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest | 6,000 | 5,000 | 7,000 | 3,000 |
Cash paid for income taxes | ||||
Noncash financing and investing activities: | ||||
Fair value of warrants recorded as a debt discount to convertible notes payable | 76,000 | 2,482,000 | ||
Reclassification of vendor deposits to property and equipment | 247,000 | 247,000 | ||
Reclassification of vendor deposits to inventory | 30,000 | 30,000 | ||
Issuance of loan payable for vehicle purchase | 49,000 | 49,000 | 40,000 | |
Issuance of non-cancellable payable for insurance policy | $ 101,000 | |||
Common stock issued as debt discount to loans payable | 1,313,000 | |||
Reclass of accrued interest on convertible notes payable to common shares subject to redemption by Company | 686,000 | |||
Reclass of convertible notes payable to common shares subject to redemption by Company | 3,373,000 | |||
Exchange of convertible notes payable with notes payable | $ 100,000 |
Operations and Liquidity
Operations and Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operations and Liquidity | Note 1 – Operations and Liquidity Opti-Harvest, Inc. (“Opti-Harvest” or “the Company”) is an agricultural innovation company with products backed by a portfolio of patented and patent pending technologies focused on solving several critical challenges faced by agribusinesses: maximizing crop yield, accelerating crop growth, optimizing land and water resources, reducing labor costs and mitigating negative environmental impacts. Our advanced agriculture technology (Opti-Filter™) and precision farming (Opti-View™) platforms, enable commercial growers and home gardeners to harness, optimize and better utilize sunlight, the planet’s most fundamental and renewable natural resource. Our sustainable agricultural technology platform is powered by the sun. It maximizes a free and renewable resource with no need for additional chemicals or fertilizers. Opti-Harvest was formed in the State of Delaware on September 20, 2016. Our principal executive offices are located at 190 N Canon Dr., Suite 304, Beverly Hills, California 90210. Our website address is www.opti-harvest.com. Effective on February 22, 2023 and September 2, 2023, the Board of Directors and stockholders have approved resolutions authorizing a reverse stock split of the outstanding shares of the Company’s common stock on the basis of 0.6786 Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the nine months ended September 30, 2023, the Company recorded a net loss of $ 12,908,000 2,343,000 11,037,000 At September 30, 2023, the Company had cash on hand in the amount of $ 3,000 . Subsequent to September 30, 2023, the Company received proceeds of $ 350,000 on the sale of promissory notes (see Note 10). The Company believes it has enough cash to sustain operations through December 31, 2023. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case or equity financing. | Note 1 – Operations and Liquidity Opti-Harvest, Inc. (“Opti-Harvest” or “the Company”) is an agricultural innovation company with products backed by a portfolio of patented and patent pending technologies focused on solving several critical challenges faced by agribusinesses: maximizing crop yield, accelerating crop growth, optimizing land and water resources, reducing labor costs and mitigating negative environmental impacts. Our advanced agriculture technology (Opti-Filter™) and precision farming (Opti-View™) platforms, enable commercial growers and home gardeners to harness, optimize and better utilize sunlight, the planet’s most fundamental and renewable natural resource. Our sustainable agricultural technology platform is powered by the sun. It maximizes a free and renewable resource with no need for additional chemicals or fertilizers. Opti-Harvest was formed in the State of Delaware on June 20, 2016. Our principal executive offices are located at 190 N Canon Drive, Suite 304, Beverly Hills, California 90210. Our website address is www.opti-harvest.com. Effective on June 2, 2023 and February 22, 2023, the Board of Directors and stockholders have approved resolutions authorizing a reverse stock split of the outstanding shares of the Company’s common stock on the basis of one share of common stock for every two shares or common stock, and 0.6786 shares for every one share of common stock, respectively. All shares and per share amounts and information presented herein have been retroactively adjusted to reflect the reverse stock split for all periods presented. COVID-19 Considerations During the years ended December 31, 2022 and 2021, the COVID-19 pandemic did not have a material net impact on the Company’s operating results. In the future, the pandemic may cause reduced demand for the Company’s products if, for example, the pandemic results in a recessionary economic environment which negatively effects the consumers who purchase our products. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. The Company’s ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on its ability to protect its employees and its supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect its employees. Since the onset of the COVID-19 pandemic, the Company maintained the consistency of its operations. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to its workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact the Company’s operations. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, during the year ended December 31, 2022, the Company recorded a net loss of $ 16.0 4.5 4.5 At December 31, 2022, the Company had cash on hand in the amount of $ 172,000 114,000 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 2 – Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include depreciable lives of rental equipment and property and equipment, impairment testing of recorded long-term tangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in the determination of the Company’s liquidity. Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At September 30, 2023 and December 31, 2022, the inventory is fully reserved for slow moving and potentially obsolete inventory. Rental Equipment The rental equipment we purchase is stated at cost and is depreciated over the estimated useful life of the equipment using the straight-line method and is included in rental depreciation within the consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate our products over a three-year Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. Revenue Recognition The Company recognizes revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products is transferred to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Under Topic 842, Leases, the Company accounts for owned equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract generally includes rates for monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. In some cases, a rental contract may contain a rental purchase option, whereby the customer has an option to purchase the rented equipment at the end of the term for a specified price. Revenues related to the rental contract will be accounted for as an operating lease as the option to purchase is not reasonably certain to be exercised. Lessees do not provide residual value guarantees on rented equipment. The Company recently began offering rental contracts as an option to its customers under operating leases. The material terms of the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months, with an option to extend for an additional twelve to twenty-four (24) months As of September 30, 2023, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Lease Income Future Lease Payments 2023 (remaining) $ 14,000 $ - 2024 33,000 - Total $ 47,000 $ - Receivables and contract assets and liabilities The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 842. The Company does not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers more than recognizable revenue. The Company recognized $ 57,000 Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the nine months ended September 30, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share September 30, September 30, Warrants 2,052,802 2,059,334 Options 1,596,831 1,564,173 Convertible notes 265,007 553,437 Commons shares issuable 235,606 — Common stock subject to redemption by Company 2,029,306 — Restricted stock units 16,965 67,860 Series A Preferred 1 1 Total 6,196,518 4,244,805 Stock Compensation Expense The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. As the common shares of the Company were not publicly traded, the Company lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the agriculture technology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the nine months ended September 30, 2023 and 2022, common shares of the Company were not publicly traded. As such, during the period, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. Research and Development Research and development costs include advisors, consultants, legal, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development costs are expensed as incurred. During the nine months ended September 30, 2023 and 2022, research and development costs were approximately $ 784,000 1,748,000 Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. ASC 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued liabilities, and patent purchase obligation approximate their fair values because of the short maturity of these instruments. The carrying values of loan and convertible notes payables approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Recent Accounting Pronouncements In In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. Concentration Risks Cash includes cash on hand and cash in banks and are reported as “Cash” in the balance sheets. The balance of cash on hand is not insured by the Federal Deposit Insurance Corporation. The balance of cash in banks is insured by the Federal Deposit Insurance Corporation for up to $ 250,000 Net Sales. 56 15 31 14 10 Accounts payable. 43 16 53 13 Vendors. Segment Reporting The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. | Note 2 – Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include depreciable lives of rental equipment and property and equipment, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in the determination of the Company’s liquidity. Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At December 31, 2022, the Company recorded a reserve for slow moving and potentially obsolete inventory of $ 432,000 Rental Equipment The rental equipment we purchase is stated at cost and is depreciated over the estimated useful life of the equipment using the straight-line method and is included in rental depreciation within the consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate our products over a three 98,000 Property and Equipment Property and equipment are stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Schedule of Estimated Useful Lives of Property and Equipment Property and Equipment Type Years of Depreciation Tool and Molds 2 3 Vehicle 5 Office equipment 3 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2022 and 2021, the Company determined there were no indicators of impairment of its property and equipment. Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. Revenue Recognition The Company recognizes revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Under Topic 842, Leases, the Company accounts for owned equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract generally includes rates for monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. In some cases, a rental contract may contain a rental purchase option, whereby the customer has an option to purchase the rented equipment at the end of the term for a specified price. Revenues related to the rental contract will be accounted for as an operating lease as the option to purchase is not reasonably certain to be exercised. Lessees do not provide residual value guarantees on rented equipment. The Company recently began offering rental contracts as an option to its customers under operating leases. The material terms of the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months an option to extend for an additional twelve to twenty-four (24) months. As of December 31, 2022, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Operating Lease Income Future Lease Payments 2023 $ 68,000 $ - 2023 $ 68,000 $ - 2024 36,000 - Total $ 104,000 $ - Receivables and contract assets and liabilities The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 842. The Company believes the concentration of credit risk with respect to its receivables is limited given the size and creditworthiness of its current customer base. As of December 31, 2022, the Company had accounts receivable from one customer which comprised 100 100 Pursuant to Topic 842 and Topic 326 for rental and non-rental receivables, respectively, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. At December 31, 2022, the Company had no exposure to doubtful accounts is in our rental operations, which as discussed above is accounted for under Topic 842 and represents 49 0 no The Company does not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers more than recognizable revenue. We did not recognize material revenues during the year ended December 31, 2022 and 2021 that was included in our deferred revenue balance as of the beginning of such periods. Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the years ended December 31, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share December 31, 2022 December 31, 2021 Warrants 2,059,334 2,232,038 Options 1,733,824 1,498,010 Senior convertible notes 773,060 384,620 Restricted stock units 84,825 - Series A Preferred 1 1 Total 4,651,044 4,114,669 Anti-dilutive securities 4,651,044 4,114,669 Stock Compensation Expense The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was a private company as of December 31, 2022 and prior and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the agriculture technology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the year ended December 31, 2022 and 2021, common shares of the Company were not publicly traded. As such, during the period, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of December 31, 2022 and 2021. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Research and Development Research and development costs include advisors, consultants, legal, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development costs are expensed as incurred. During the years ended December 31, 2022 and 2021, research and development costs were approximately $ 2.1 2.6 Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. ASC 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued liabilities, and patent purchase obligation approximate their fair values because of the short maturity of these instruments. The carrying values of loan and convertible notes payables approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. Recent Accounting Pronouncements In In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. Concentration Risks Cash includes cash on hand and cash in banks and are reported as “Cash” in the balance sheets. The balance of cash on hand is not insured by the Federal Deposit Insurance Corporation. The balance of cash in banks is insured by the Federal Deposit Insurance Corporation for up to $ 250,000 Net Sales. 43 10 45 Accounts receivable. 100 100 Accounts payable. 53 13 73 13 Vendors. Segment Reporting The Company operates in one |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3 – Inventory Inventory, which is comprised of finished product, is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: Schedule of Inventory December 31, 2022 December 31, 2021 Raw material $ 84,000 $ - Finished goods 348,000 - Inventory gross 432,000 - Reserve for obsolescence (432,000 ) - Total inventory $ - $ - During the year ended December 31, 2022, the Company recorded a reserve for slow moving and potentially obsolete inventory of $ 432,000 |
Rental Equipment
Rental Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Rental Equipment | ||
Rental Equipment | Note 3 – Rental Equipment Rental equipment includes the Company’s Opti-Gro, Opti-Shields, and Opti-Panel product lines which are being leased to customers under operating leases. Rental equipment is comprised of the following: Schedule of Rental Equipment September 30, 2023 December 31, 2022 Rental equipment $ 130,000 $ 130,000 Accumulated depreciation (83,000 ) (26,000 ) Net book value $ 47,000 $ 104,000 Depreciation expense for the nine months ended September 30, 2023 and 2022 was $ 57,000 5,000 | Note 4 – Rental Equipment Rental equipment includes the Company’s Opti-Gro, Opti-Shields, and Opti-Panel product lines which are being lease to customers under operating leases. Rental equipment is comprised of the following: Schedule of Rental Equipment December 31, 2022 December 31, 2021 Rental equipment $ 130,000 $ - Accumulated depreciation (26,000 ) - Net book value $ 104,000 $ - Depreciation expense for the year ended December 31, 2022 and 2021 was $ 26,000 0 98,000 |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 4 – Property and Equipment Property and equipment are comprised of the following: Schedule of Property and Equipment September 30, 2023 December 31, 2022 Tools and molds $ 1,990,000 $ 1,990,000 Computer equipment 8,000 8,000 Vehicles 113,000 113,000 Total cost 2,111,000 2,111,000 Accumulated depreciation (1,444,000 ) (1,078,000 ) Net book value $ 667,000 $ 1,033,000 Depreciation expense for the nine months ended September 30, 2023 and 2022, was $ 366,000 377,000 | Note 5 – Property and Equipment Property and equipment are comprised of the following: Schedule of Property and Equipment December 31, 2022 December 31, 2021 Tools and molds $ 1,990,000 $ 1,682,000 Computer equipment 8,000 8,000 Vehicles 113,000 45,000 Total cost 2,111,000 1,735,000 Accumulated depreciation (1,078,000 ) (577,000 ) Net book value $ 1,033,000 $ 1,158,000 Depreciation expense for the years ended December 31, 2022 and 2021, was $ 501,000 299,000 49,000 40,000 247,000 |
Convertible Notes Payable and W
Convertible Notes Payable and Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Convertible Notes Payable And Warrants | |
Convertible Notes Payable and Warrants | Note 6 – Senior Convertible Notes Payable and Warrants Convertible Notes Payable and Warrants Senior convertible notes payable is comprised of the following: Schedule of Senior Convertible Notes Payable December 31, 2022 December 31, 2021 Senior convertible notes payable $ 3,491,000 $ 3,591,000 Less debt discount - (2,326,000 ) Total senior convertible notes payable, net $ 3,491,000 $ 1,265,000 During the year ended December 31, 2021, the Company sold approximately $ 3,591,000 1,218,506 3,034,000 15 539,000 18,000 115 4.00 13.6 2.5 100,000 3,491,000 The holder of the Warrants shall have the right to purchase up to the number of shares that equals the quotient obtained by dividing: (i) the Warrant Coverage Amount, by (ii) the Conversion Price. The “Warrant Coverage Amount” shall mean the amount obtained by multiplying: (A) one hundred percent (100%); by (B) aggregate principal amount of the Holder’s Note(s). The conversion price in effect on any Conversion Date shall be equal to 80 Each Note is convertible, in the sole discretion of the holder of the Note, into shares of our common stock at a purchase price equal to 80 4.00 65 50 15 12 The Notes mature 12 months from the date of the Notes, provided, however, that noteholders have the right to call the Notes prior to maturity starting from the earlier of (i) the consummation of the first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $ 10 million of its equity securities, as a result of or following which common stock shall be listed on the Nasdaq Stock Market, and (ii) December 15, 2021. Additionally, each Warrant contains a cashless exercise provision, which is effective if the shares underlying the Warrant are not covered by a registration statement 6 months from the date of issuance of the Warrant 69,049 shares of common stock with a fair value of approximately $ 609,000 at the date of grant, or $ 8.84 per common share. On September 30, 2022, the Company entered into a second amendment to extend the right to call provision in its senior secured convertible notes from September 15, 2022 to December 31, 2022, in exchange for issuing its senior convertible note holders an aggregate of 106,736 shares of common stock with a fair value of approximately $ 944,000 at the date of grant, or $ 8.84 per common share. On December 20, 2022, the Company entered into a third amendment to extend the right to call provision and the maturity date in its senior secured convertible notes from December 31, 2022 to June 30, 2023, in exchange for issuing its senior convertible note holders an aggregate of 106,736 shares of common stock with a fair value of approximately $ 944,000 at the date of grant, or $ 8.84 per common share. The aggregate amount of approximately $ 2.5 The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of the Company’s initial public offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater Each Note and Warrant holder has (i) the right of first refusal to purchase up to 20 The total of the original issue discount of $ 539,000 18,000 2.5 3.0 2.3 2.3 The accrued interest balance was $ 101,000 428,000 529,000 As of December 31, 2022, approximately 773,060 shares of common stock were potentially issuable under the conversion terms of the Notes. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Notes Payable | Note 6 – Notes Payable Loan payable consists of the following at September 30, 2023 and December 31, 2022: Schedule of Loans Payable September 30, 2023 December 31, 2022 Automobile loans (a) $ 58,000 $ 69,000 Unsecured promissory note – related party (b) - past due 215,000 - Unsecured promissory note and restricted shares (c) (c) 1,162,000 - Total notes payable 1,435,000 69,000 Less: debt discount (695,000 ) - Total notes payable, less debt discount 740,000 69,000 Notes payable, current portion (695,000 ) (13,000 ) Notes payable, net of current portion $ 45,000 $ 56,000 (a) Automobile Loans On November 20, 2020, the Company financed the purchase of a vehicle for $ 40,000 59 4.49 745 24,000 6,000 18,000 8,000 On January 20, 2022, the Company financed the purchase of a second vehicle for $ 49,000 71 15.54 1,066 45,000 5,000 40,000 5,000 (b) Unsecured Promissory Note – Related Party (Past Due) On February 21, 2023, the Company sold $ 225,000 180,000 20 45,000 500,000 12 The total of the original issue discount of $ 45,000 45,000 During the nine months ended September 30, 2023, the Company added $ 16,000 16,000 During the nine months ended September 30, 2023, the Company paid $ 10,000 215,000 (c) Promissory Notes and Restricted Shares During the nine months ended September 30, 2023, the Company sold approximately $ 1,062,000 100,000 174,300 12 8,000,000 The Company issued 174,300 943,0000 248,000 695,000 Total principal balance owed was $ 1,162,000 | Note 7 – Note Payable Notes Payable Loans payable is comprised of the following: Schedule of Loans Payable December 31, 2022 December 31, 2021 Loans payable $ 69,000 $ 33,000 Less current portion (13,000 ) (8,000 ) Noncurrent portion $ 56,000 $ 25,000 On November 20, 2020, the Company financed the purchase of a vehicle for $ 40,000 59 4.49 745 40,000 7,000 33,000 9,000 24,000 8,000 On January 20, 2022, the Company financed the purchase of a second vehicle for $ 49,000 71 15.54 1,066 4,000 45,000 5,000 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Shareholders’ Equity | Note 7 – Shareholders’ Equity Common Shares Issued on Exercise of Warrants During the nine months ended September 30, 2023, the Company received proceeds of $ 114,000 19,255 19,255 5.90 Common Shares Issued as an Inducement for the Conversion of Senior Convertible Notes Payable During the nine months ended September 30, 2023, the Company was obligated to issue the Noteholders (see Note 5) an aggregate of 379,975 1,519,000 1,519,000 192,475 Common Shares Issued for Services The Company enters into various consulting agreements with third parties (“Consultants”) pursuant to which these Consultants provided business development, sales promotion, introduction to new business opportunities, strategic analysis and sales and marketing activities. In addition, the Company issued shares to a director for board service. During the nine months ended September 30, 2023, the Company issued 84,221 shares of common stock for services, with a fair value of approximately $ 706,000 at date of grant. Common Shares Issued with Notes Payable During the nine months ended September 30, 2023, the Company issued 220,550 1,313,000 Summary of Restricted Stock Units On May 17, 2022, the Company granted an aggregate of 67,860 600,000 The RSUs vest on the earliest of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $10 million On December 8, 2022, the Company granted its Chief Executive Officer, Geoffrey Andersen, 16,965 150,000 The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $5 million At December 31, 2022, of the 84,825 no 16,965 7,764 43,131 16,965 As of December 31, 2022, the aggregate amount of unvested compensation related to RSUs was approximately $ 388,000 . During the nine months ended September 30, 2023, the Company recognized $ 224,000 of compensation expense relating to vested RSUs, net of forfeitures. As of September 30, 2023, the aggregate amount of unvested compensation related to RSUs was approximately $ 25,000 which will be recognized as an expense as the options vest in future periods through December 2023. Summary of Warrants A summary of warrants for the nine months ended September 30, 2023, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price Balance outstanding, December 31, 2022 2,059,334 $ 9.18 Warrants granted 21,206 3.20 Warrants exercised (19,255 ) 5.90 Warrants expired or forfeited (8,483 ) 3.20 Balance outstanding, September 30, 2023 2,052,802 $ 6.06 Balance exercisable, September 30, 2023 2,052,802 $ 6.06 Information relating to outstanding warrants at September 30, 2023, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Exercise Share Life (Years) Weighted Exercise Shares Weighted Exercise $ 3.20 12,724 0.28 $ 3.20 12,724 $ 3.20 $ 4.00 1,218,505 2.75 $ 4.00 1,218,505 $ 4.00 $ 5.90 67,860 0.75 $ 5.90 67,860 $ 5.90 $ 8.84 594,242 0.25 $ 8.84 594,242 $ 8.84 $ 11.78 159,471 0.75 $ 11.78 159,471 $ 11.78 2,052,802 1.77 $ 6.06 2,052,802 6.06 As of September 30, 2023, both the outstanding and exercisable warrants have an intrinsic value of $ 10,000 4.00 During the nine months ended September 30, 2023, the Company’s extended the expiration date from September 30, 2023 to December 31, 2023 594,242 8.84 During the nine months ended September 30, 2023 and 2022, the Company recognized $ 0 80,000 no Warrants Issued with Convertible Notes Payable In January and February 2023, the Company sold approximately $ 250,000 21,206 80 3.20 4.00 76,000 4.00 91 0 4.72 Summary of Options A summary of stock options for the nine months ended September 30, 2023, is as follows: Summary of Options Weighted Average Number of Exercise Options Price Balance outstanding, December 31, 2022 1,733,824 $ 6.20 Options granted - - Options exercised - - Options expired or forfeited (136,993 ) 5.93 Balance outstanding, September 30, 2023 1,596,831 $ 6.24 Balance exercisable, September 30, 2023 1,028,503 $ 6.34 Information relating to outstanding options at September 30, 2023, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 5.90 1,413,185 7.33 $ 5.90 875,960 $ 5.90 $ 8.84 183,646 4.16 $ 8.84 152,543 $ 8.84 1,596,831 6.95 $ 6.24 1,028,503 $ 6.34 During the nine months ended September 30, 2023 and 2022, the Company recognized $ 2,133,000 1,965,000 2,855,000 As of September 30, 2023, the outstanding and exercisable options have no 4.00 | Note 8 – Shareholders’ Equity The following description summarizes the material terms of our capital stock. Our authorized capital stock consists of 100,000,000 shares of common stock, $ 0.0001 par value, and 1,000,000 shares of preferred stock, 1 share of which is designated as Series A preferred stock, $ 0.0001 par value. The rights, preferences and privileges of preferred stock may be designated from time to time by our board of directors. As of December 31, 2022, there were 11,899,865 shares of our common stock issued and outstanding and one ( 1 ) share of Series A preferred stock issued and outstanding. The one (1) share of Series A preferred stock is held by Jonathan Destler, our former Chief Executive Officer and current Founder and Head of Corporate Development. Undesignated Preferred Stock Under the terms of our Certificate of Incorporation, our board of directors is authorized to issue shares of our undesignated preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible future acquisitions and other corporate purposes, will affect, and may adversely affect, the rights of holders of common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock on the rights of holders of common stock until our board of directors determines the specific rights attached to that preferred stock. The effects of issuing preferred stock could include one or more of the following: ● restricting dividends on the common stock; ● diluting the voting power of the common stock; ● impairing the liquidation rights of the common stock; or ● delaying or preventing changes in control or management of our company. Once our board of directors approves the rights and preferences for a series of preferred stock, we will file a Certificate of Designation for such series of preferred stock with the Delaware Secretary of State formally establishing such rights and preferences. Series A Preferred Stock; Common Stock Voting Except as set forth below, each holder of Series A preferred stock has the same rights as holders of common stock and shall be entitled to notice of any stockholders’ meeting. They shall also be entitled to vote with the holders of common stock, and not as a separate class, except as may otherwise be required by law. Except as set forth below, each stockholder shall be entitled to one (1) vote for each share of stock outstanding. Except as set forth below or otherwise provided by the law of the State of Delaware, any corporate action to be taken shall be authorized by a majority of the votes cast by the stockholders. There are no cumulative rights to voting. Each share of Series A preferred stock is entitled to the number of votes equal to 110% of the number of votes of the common stock issued and outstanding. Additionally, for as long as any shares of Series A preferred stock are outstanding, the holders of Series A preferred stock shall be entitled to elect one director, or the Series A Director. Protective Provisions For as long as any shares of Series A preferred stock are outstanding, we must obtain the approval of at least a majority of the holders of the outstanding shares of preferred stock, voting as a separate class, to: ● Amend our articles of incorporation or, unless approved by our board of directors, including by the Series A Director, amend our bylaws; ● Change or modify the rights, preferences or other terms of the Series A preferred stock, or increase or decrease the number of authorized shares of Series A preferred stock; ● Reclassify or recapitalize any outstanding equity securities, or, unless approved by our board of directors, including by the Series A Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debt securities convertible into or exercisable for any equity securities (other than the issuance of stock-options or securities under any employee option or benefit plan); ● Authorize or effect any transaction constituting a Deemed Liquidation (as defined in this subparagraph), or any other merger or consolidation of the Company, where a Deemed Liquidation shall mean: (1) the closing of the sale, transfer or other disposition of all or substantially all of the Company’s assets (including an irrevocable or exclusive license with respect to all or substantially all of the Company’s intellectual property); (2) the consummation of a merger, share exchange or consolidation with or into any other corporation, limited liability company or other entity (except one in which the holders of capital stock of the Company as constituted immediately prior to such merger, share exchange or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity (or its parent entity)), (3) authorizing or effecting any transaction liquidation, dissolution or winding up of the Company, either voluntary or involuntary; provided, however ● Increase or decrease the size of our board of directors as provided in our bylaws or remove the Series A Director (unless approved by our board of directors, including the Series A Director); ● Declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approved by our board of directors, including the Series A Director); ● Redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or other service providers pursuant to agreements approved by our board of directors under which the Company has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approved by our board of directors, including the Series A Director); ● Create or amend any stock option plan of the Company, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan; ● Replace the President and/or Chief Executive Officer of the Company (unless approved by our board of directors, including the Series A Director); ● Transfer assets to any subsidiary or other affiliated entity (unless approved by our board of directors, including the Series A Director); ● Issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than trade accounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the holders of the Series A preferred stock (unless approved by our board of directors, including the Series A Director); ● Modify or change the nature of the Company’s business; ● Acquire, or cause a subsidiary of the Company to acquire, in any transaction or series of related transactions, the stock or any material assets of another person, or enter into any joint venture with any other person (unless approved by our board of directors, including the Series A Director); or ● Sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any material assets of the Company or any subsidiary outside the ordinary course of business (unless approved by our board of directors, including the Series A Director). Dividends Subject to the rights of the preferred stockholders set forth in “-Protective Provisions”, our board of directors shall have full power and discretion, to determine out of legally available funds what, if any, dividends or distributions shall be declared and paid. Dividends may be paid in cash, in property, or in shares of common stock. Shares of common stock and Series A preferred stock are treated equally and ratably, on a per share basis, with respect to any dividend or distribution from us. If a dividend is paid in the form of shares of common stock or rights to acquire common stock, the holders of common stock and Series A preferred stock shall both receive common stock or rights to acquire common stock. No dividends shall be declared or payable in the form of Series A preferred stock. Liquidation Rights If there is a liquidation, dissolution or winding up of the Company, holders of our common stock and Series A preferred stock would be entitled to share in our assets remaining after the payment of liabilities equally and ratably, on a per share basis. Conversion Voluntary Conversion: Each share of Series A preferred stock shall be convertible into one fully paid and nonassessable share of common stock at the option of the holder. Additionally, each share of Series A Preferred Stock shall automatically convert into one share of common stock upon the first to occur of (a) a transfer of such share of Series A Preferred Stock other than to Mr. Destler, or (b) the death or incapacity of Mr. Destler. Other Provisions Holders of our common stock and Series A preferred stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock or Series A preferred stock. Voting Trust Agreement On December 23, 2022, we entered into a Voting Trust Agreement (the “Voting Trust Agreement”) with Jonathan Destler, our Founder and our Head of Corporate Development. The voting trust created under the Voting Trust Agreement holds all shares of common stock and the one share of Series A Preferred Stock held by Mr. Destler, and vests in the trustee, the power to vote the shares held by Mr. Destler in any stockholder vote or written consent in lieu of a stockholders’ meeting. The terms and conditions of the Voting Trust Agreement provides that the members of our board of directors have full discretion to appoint a trustee to vote the shares. The current sole trustee of the voting trust is Jeffrey Klausner, our sole director. The voting trustee does not have any economic rights or investment power with respect to the shares of common stock and Series A Preferred Stock transferred to the voting trust; their rights consist solely of voting rights. The Voting Trust Agreement will terminate on the first to occur of (i) final disposition of (a) Securities and Exchange Commission vs. David Stephens, Donald Linn Danks, Jonathan Destler and Robert Lazarus (and Daniel Solomita and 8198381 Canada, Inc., as Relief Defendants), Case No. ‘22CV1483AJB DEB, filed in the United States District Court, Southern District of California on September 30, 2022, and (b) Untied States of America v. David Stephens, Donald Danks, Jonathan Destler and Robert Lazarus, Case No. ‘22 CR2701 BAS, filed in the United States District Court, Southern District of California on November 22, 2022, or (ii) mutual agreement of the Company and Mr. Destler. Common Shares Issued on Exercise of Warrants During the year ended December 31, 2022, the Company temporarily reduced the exercise price of certain warrants issued as part of the Company’s $ 5.90 private offering, described below, from $ 8.84 per share to $ 5.90 per share. The Company received proceeds of approximately $ 1.6 million on the exercise of 264,315 warrants for the purchase of 264,315 shares of common stock, at exercise price of $ 5.90 per share. Common Shares Issued on Private Offerings During year ended December 31, 2022, the Company received net proceeds of approximately $ 1.6 million on the sale of 183,223 shares of common stock at $ 8.84 per share, as part of its private offerings. As part of the Company’s $ 8.84 private offering, each participating shareholder received a warrant to purchase up to fifty percent (50%) of the number of common shares purchased, at $ 11.78 per share, and which expires on December 31, 2023 . As such, the Company issued 91,611 warrants during the period. During the year ended December 31, 2021, the Company received net proceeds of approximately $ 5.2 million on the sale of 881,332 shares of common stock at $ 5.90 per share, as part of its private offerings. As part of the Company’s $ 5.90 private offering, each participating shareholder is entitled to a warrant to purchase up to fifty percent (50%) of the number of common shares purchased, at $ 8.84 per share, and which originally were to expire on December 31, 2022 , and subsequent extended to expire on June 30, 2023. Common Shares Issued for Financing Costs On May 16, 2022, September 30, 2022, and December 20, 2022, the Company entered into amendments (see Note 6) to extend the call provisions and expiration date in its senior secured convertible notes, in exchange for issuing its senior convertible note holders an aggregate of 282,522 shares of common stock with a fair value of approximately $ 2.5 million at the date of grant, or $ 8.84 per common share. The $ 2.5 million was recorded as a financing cost, a component of other expense, in the accompanying statements of operations. Common Shares Issued for Services During the year ended December 31, 2022, the Company entered into various consulting agreements with third parties (“Consultants”) pursuant to which these Consultants provided business development, sales promotion, introduction to new business opportunities, strategic analysis and sales and marketing activities. In addition, the Company issued shares to a director for board service. During the year ended December 31, 2022, the Company issued 174,739 shares of common stock, with a fair value of approximately $ 1.5 million at date of grant. During the year ended December 31, 2021, the Company issued 288,909 shares of common stock, with a fair value of $ 1.7 million at date of grant. Summary of Restricted Stock Units On May 17, 2022, the Company granted an aggregate of 67,860 restricted stock units (RSU) to its employees and executives pursuant to the Company’s 2022 Stock Incentive Plan, with an aggregate fair value of $ 600,000 , based on the Company’s current private offering price. The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $10 million. On December 8, 2022, the Company granted its Chief Executive Officer, Geoffrey Andersen, 16,965 RSU, with a fair value of $ 150,000 , based on the Company’s current private offering price. The RSU was issued per the terms of Mr. Andersen’s employment agreement dated December 8, 2022, and per the Company’s 2022 Stock Incentive Plan. The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $5 million. As of December 31, 2022, no 388,000 362,000 Summary of Warrants A summary of warrants for the years ended December 31, 2022 and 2021, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price Balance outstanding, December 31, 2020 433,753 $ 8.84 Warrants granted 1,798,285 16.06 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2021 2,232,038 14.66 Warrants granted 91,611 11.78 Warrants exercised (264,315 ) 5.90 Warrants expired or forfeited - - Balance outstanding, December 31, 2022 2,059,334 $ 9.18 Balance exercisable, December 31, 2022 2,059,334 $ 9.18 Information relating to outstanding warrants at December 31, 2022, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 5.90 67,860 1.50 $ 5.90 67,860 $ 5.90 $ 8.84 613,497 0.50 $ 8.84 613,497 $ 8.84 $ 9.20 1,218,506 1.79 $ 9.20 1,218,506 $ 9.20 $ 11.78 159,471 1.50 $ 11.78 159,471 $ 11.78 2,059,334 1.34 $ 9.18 2,059,334 $ 9.18 As of December 31, 2022, both the outstanding and exercisable warrants have an intrinsic value of $ 143,000 . The aggregate intrinsic value was calculated as the difference between the estimated market value of $ 8.00 per share as of December 31, 2022, and the exercise price of the outstanding warrants. Warrants Issued in Private Offering In conjunction with the sale of the common shares issued as part of the Company’s $ 8.84 private offering in 2022, each participating shareholder is entitled to purchase up to fifty percent (50%) of the number of common shares purchased, at $ 11.78 per share. The warrants expire on December 31, 2023. During the year ended December 31, 2022, the Company issued warrants to purchase 91,611 shares and shares of common stock at an exercise price of $ 11.78 in connection with our initial public offering. In conjunction with the sale of the common shares issued as part of the Company’s $ 5.89 private offering in 2021, each participating shareholder is entitled to purchase up to fifty percent (50%) of the number of common shares purchased, at $ 8.84 per share. During the year ended December 31, 2021, the Company issued warrants to purchase 444,059 shares of common stock at an exercise price of $ 8.84 in connection with our initial public offering. The original warrant term of eighteen (18) months was modified by the Board on July 13, 2021 to expire on December 31, 2022, and again on December 20, 2022, to expire on June 30, 2023. During the year ended December 31, 2022, 264,315 warrants issued as part of the Company’s $ 5.90 private offering, were exercised at a discounted price of $ 5.90 per share, for total proceeds of approximately $ 1.6 million. Warrants Issued with Senior Convertible Notes Payable In September and October 2021, and in conjunction with the sale of senior convertible notes payable, the Company issued warrants to purchase an aggregate of 1,218,506 of its common shares. The holder of the Warrants shall have the right to purchase up to the number of shares that equals the quotient obtained by dividing: (i) the Warrant Coverage Amount, by (ii) the Conversion Price. The “Warrant Coverage Amount” shall mean the amount obtained by multiplying: (A) one hundred percent (100%); by (B) aggregate principal amount of the Holder’s Note(s). The conversion price in effect on any Conversion Date shall be equal to 80 % of the offering price per share of common stock in our initial public offering. Each Warrant is exercisable at a price equal to 115 % of our initial public offering price (see Note 5). Warrants Issued under Advisory Board Agreement On July 1, 2021, the Company entered into a three-year consulting agreement (the “Agreement”) for which the consultant is to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company is to pay the consultant $ 5,000 per month during the first six month period of the Agreement, and the Company shall grant, as of July 1, 2021, (i) a warrant, for a term of three years , to purchase 33,930 shares of common stock, which shall vest on the date hereof, at an exercise price of $ 5.90 per share, (ii) a warrant, for a term of three years , to purchase 33,930 shares of common stock, which shall vest on December 1, 2021, at an exercise price of $ 5.90 per share, (iii) a warrant, for a term of three years , to purchase 33,930 shares of common stock, which shall vest on September 1, 2022, at an exercise price of $ 11.78 per share, and (iv) a warrant, for a term of three years , to purchase 33,930 shares of common stock, which shall vest on December 1, 2022, at an exercise price of $ 11.78 per share. The aggregate fair value of the warrants was determined to be $ 382,000 , which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: fair value of our stock price of $ 5.90 per share based on recent private sales of our stock, expected term of five years , volatility of 108 %, dividend rate of 0 %, and weighted average risk-free interest rate of 0.25 %. During the years ended December 31, 2022 and 2021, the Company recognized $ 94,000 288,000 no Summary of Options 2016 Stock Incentive Plan The Company’s 2016 Equity Incentive Plan (the “Plan”) is for officers, employees, non-employee members of the Board of Directors, and consultants of the Company. The Plan authorized the granting of not more than 1 million restricted shares, stock appreciation rights (“SAR’s”), and incentive and non-qualified stock options to purchase shares of the Company’s common stock. On July 13, 2021, the Board increased the number of common shares authorized to be issued under the Company’s 2016 Equity Incentive Plan one ( 1 ) million shares to seven ( 7 ) million shares. During the year ended December 31, 2022, the Company granted stock options of 16,965 shares. The plan expired during the year ended December 31, 2022, leaving no shares available to be issued under the 2016 Equity Inventive Plan on December 31, 2022. 2022 Stock Incentive Plan The Company’s 2022 Equity Incentive Plan (the “Plan”) is for officers, employees, non-employee members of the Board of Directors, and consultants of the Company. The Plan authorized the granting of not more than 1 million restricted shares, stock appreciation rights (“SAR’s”), and incentive and non-qualified stock options to purchase shares of the Company’s common stock. The Plan authorizes the issuance of up to fifteen ( 15 ) million shares. During the year ended December 31, 2022, the Company granted stock options of 235,813 shares and restricted stock units of 84,825 , leaving 7,179,362 shares available to be issued under the 2022 Equity Inventive Plan on December 31, 2022. A summary of stock options for the years ended December 31, 2022 and 2021, is as follows: Summary of Options Weighted Average Number of Exercise Options Price Balance outstanding, December 31, 2020 - $ - Options granted 1,498,010 5.90 Options exercised - - Options expired or forfeited - - Balance outstanding, December 31, 2021 1,498,010 5.90 Options granted 252,779 8.06 Options exercised - - Options expired or forfeited (16,965 ) 5.90 Balance outstanding, December 31, 2022 1,733,824 $ 6.20 Balance exercisable, December 31, 2022 747,450 $ 5.96 Information relating to outstanding options at December 31, 2022, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 5.90 1,548,905 8.02 $ 5.90 728,930 $ 5.90 $ 8.84 184,919 4.90 $ 8.84 18,520 $ 8.84 1,733,824 7.67 $ 6.20 747,450 $ 5.96 During the year ended December 31, 2022, as discussed below, the Company approved options exercisable into 252,779 shares to be issued pursuant to the Company’s 2016 and 2022 Equity Incentive Plans. The aggregate fair value of the approved options was determined to be $ 1.7 million. During the year ended December 31, 2021, as discussed below, the Company approved options exercisable into 1,498,010 shares to be issued pursuant to the Company’s 2016 Equity Incentive Plan. The aggregate fair value of the approved options was determined to be $ 7.6 million. During the year ended December 31, 2022 and 2021, the Company recognized $ 2.6 1.5 5.1 As of December 31, 2022, the outstanding and exercisable options have an intrinsic value of $ 3.3 million and $ 1.5 million, respectively. The aggregate intrinsic value was calculated as the difference between the estimated market value of $ 8.00 per share as of December 31, 2022, and the exercise price of the outstanding options. Option Grants Options Issued to Employees During the year ended December 31, 2022, the Company granted employees aggregate options to purchase 25,448 shares of common stock under the Company’s 2022 Stock Incentive Plan, at an exercise price of $ 5.90 per share, with a vesting period of twelve months five years 306,000 8.06 three years 111 0 2.51 During the year ended December 31, 2021, the Company granted its employees options to purchase an aggregate of 37,500 shares of common stock (the “Option Shares”) under the Company’s 2016 Equity Incentive Plan, at an exercise price of $ 5.90 per share, with a weighted average vesting period of 10 months. The stock options are exercisable at a price of $ 5.90 per share with a weighted average expiration period of 5.67 years. The total fair value of these options at grant date was approximately $ 310,000 , which was determined using a Black-Scholes-Merton option pricing model with the following weighted average assumptions: fair value of our stock price of $ 13.76 per share, based on recent private sales of our stock, and more recently, based on a recent valuation report, and valuation discussions with our underwriters pursuant to our recent initial public offering, the expected term of five years , volatility of 115 %, dividend rate of 0 %, and risk-free interest rate of 1.12 %. During the years ended December 31, 2022 and 2021, the Company recognized $ 466,000 61,000 Options Issued under Advisory Board Agreements On August 18, 2021 and September 24, 2021, the Company entered into a one-year consulting agreement (the “Agreement”), with automatic annual renewals, for which the consultants are to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company is to pay the consultants an aggregate amount of $ 10,000 per calendar quarter and granted the consultants aggregate options to purchase 13,572 shares of the Company’s common stock, with a five (5) year life, vesting over a twelve (12) month period, and exercisable at $ 5.90 per share. The consultant will be granted an additional aggregate 13,572 options to purchase shares on each automatic contract renewal period. The total fair value of these options at grant date was approximately $ 53,000 , which was determined using a Black-Scholes-Merton option pricing model with the following weighted average assumption: fair value of our stock price of $ 5.90 per share based on recent private sales of our stock, expected term of five years , volatility of 110 %, dividend rate of 0 %, and risk-free interest rate of 0.90 %. On the consultant’s automatic contract renewal period of August 18, 2022 and September 24, 2022, the consultants were granted an additional aggregate 13,572 options to purchase shares. The total fair value of these options at grant date was approximately $ 80,000 , which was determined using a Black-Scholes-Merton option pricing model with the following weighted average assumptions: fair value of our stock price of $ 8.84 per share, based on the Company’s current private offering price, the expected term of three years , volatility of 111 %, dividend rate of 0 %, and risk-free interest rate of 2.51 %. On July 15, 2022, the Company entered into a one-year consulting agreement with Geoffrey Andersen, the Company’s Chief Executive Officer effective on December 8, 2022. Mr. Andersen was granted an aggregate 10,179 8,348 5.90 1,697 8.84 62,000 During the year ended December 31, 2022 and 2021, the Company recognized $ 114,000 17,000 Options Issued under Executive Employment Agreements Chief Executive Officer On December 8, 2022, the Employment Agreement with Geoffrey Andersen (the “Andersen Agreement”), the Company’s Chief Executive Officer was ratified, confirmed, and approved. The Andersen Agreement is for a two-year period with an initial base salary of $ 250,000 per annum. The Andersen Agreement granted Mr. Andersen an option to purchase 169,650 shares of common stock (the “Option Shares”) under our 2022 Stock Incentive Plan, at an exercise price of $ 8.84 per share, for a term to expire on December 8, 2027 , and where 14,137 Option Shares vest monthly over a twelve (12) month period beginning on December 8, 2022. The total fair value of these options at grant date was approximately $ 990,000 , which was determined using a Black-Scholes-Merton option pricing model with the following assumptions: fair value of our stock price of $ 8.84 per share, based on the Company’s current private offering price, the expected term of three years , volatility of 183 %, dividend rate of 0 %, and risk-free interest rate of 4.04 %. During the year ended December 31, 2022, the Company recognized $ 83,000 In the event that the Company raises $ 5,000,000 or more in cash in a single transaction through the sale of equity or debt securities, the Mr. Andersen shall receive an annual base salary $ 325,000 on an annualized basis. In connection with the Andersen Agreement, the Company granted 16,965 restricted stock units, which vest on the earlier of (i) on December 13, 2023, (ii) in the event that the Company raises $ 5,000,000 or more in cash in a single transaction through the sale of equity or debt securities, (iii) a merger, asset sale, share exchange or other business combination transaction, or (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company other than in connection with the transfer of all or substantially all of the assets of the Company to an affiliate or a subsidiary of the Company. Chief Financial Officer and Director of Operations On May 9, 2022, the Employment Agreement with Steve Handy, the Company’s Chief Financial Officer and Director of Operations was ratified, confirmed, and approved. The Employment Agreement is for a two-year period with an initial base salary of $ 220,000 per annum and increased by 5% on the first anniversary of the Employment Agreement. The Employment Agreement includes a cash severance provision of $ 100,000 if Mr. Handy’s employment is terminated without cause. The Company granted Mr. Handy stock options to purchase 33,930 shares of common stock under the Company’s 2022 Stock Incentive Plan, at an exercise price of $ 5.90 per common share, with a vesting period of two years , and an expiration period of five years . The total fair value of these options at grant date was approximately $ 220,000 , which was determined using a Black-Scholes-Merton option pricing model with the following assumptions: fair value of our stock price of $ 8.84 per share, based on the Company’s current private offering price, the expected term of three years , volatility of 108 %, dividend rate of 0 %, and risk-free interest rate of 2.81 %. On May 17, 2021, the Company entered into an employment agreement with Steve Handy to serve as its Chief Financial Officer and Director of Operations (the “Employment Agreement”). The term of the employment is for twelve months. Mr. Handy’s base salary is $ 200,000 100,000 The Employment Agreement granted the Executive an option to purchase 101,790 shares of common stock (the “Option Shares”) under the Company’s 2016 Equity Incentive Plan, at an exercise price of $ 5.90 per share, for a term to expire on May 17, 2026 , and where 8,483 Option Shares, vest monthly beginning on May 17, 2021. The stock options are exercisable at a price of $ 5.90 per share and expire in ten years. The total fair value of these options at grant date was approximately $ 462,000 , which was determined using a Black-Scholes-Merton option pricing model with the following average assumption: fair value of our stock price of $ 5.90 per share based on recent private sales of our stock, expected term of five years , volatility of 106 %, dividend rate of 0 %, and weighted average risk-free interest rate of 0.83 %. During the years ended December 31, 2022 and 2021, the Company recognized $ 266,000 269,000 Former Chief Executive Officer and current Founder and Head of Corporate Development On March 21, 2021, the Company and Mr. Destler, our former Chief Executive Officer and current Founder and Head of Corporate Development (the “Executive”), entered into an amended Employment Agreement (the “Amended Agreement”). The Amended Agreement granted the Executive an option to purchase 1,357,200 shares of common stock (the “Opti |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitment and Contingencies | Note 8 – Commitment and Contingencies We are engaged from time to time in the defense of lawsuits arising out of the ordinary course and conduct of our business. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against our Company, our common stock, our subsidiary or of our Company or our subsidiary’s officers or directors in their capacities as such. Litigation against Jonathan Destler, our former Chief Executive Officer and former director, and Don Danks, a former director On September 30, 2022, a Complaint (the “Complaint”), captioned Securities and Exchange Commission vs. David Stephens, Donald Linn Danks, Jonathan Destler and Robert Lazarus, and Daniel Solomita and 8198381 Canada, Inc., as relief defendants, Case No. ‘22CV1483AJB DEB, was filed in the United States District Court, Southern District of California. In general, the Complaint alleges that Jonathan Destler, a co-founder and our former Chairman and Chief Executive Officer, and a current employee, and Donald Danks, a co-founder, former director, and a former employee, were part of a control group that committed securities fraud in connection with the purchase and sale of securities of Loop Industries, Inc., a Nasdaq-listed company. On November 22, 2022, an Indictment (the “Indictment”), captioned United States of America v. David Stephens, Donald Danks, Jonathan Destler and Robert Lazarus, Case No. ‘22CR2701 BAS, was filed in the United States District Court, Southern District of California. In general, the Indictment alleges that Mr. Destler and Mr. Danks conspired to and committed securities fraud, based on the same allegations in the Complaint. The indictment also alleges that Donald Danks engaged in money laundering. Furthermore, the Complaint and the Indictment allege that Mr. Destler and Mr. Danks were part of a control group consisting of four other persons (David Stephens, Jonathan Destler, Don Danks and Robert Lazarus) who used a third person to make an unregistered offering of securities. The third person is a deceased former-stockholder of Opti-Harvest, whose Opti-Harvest shares are now held by his estate. Mr. Destler is currently our key employee with respect to our business development because of his material role marketing selling our products. Additionally, the Voting Trust Agreement with Mr. Destler terminates on the first to occur of (i) final disposition of the proceedings related to the Complaint and the Indictment, or (ii) mutual agreement of Opti-Harvest and Mr. Destler. If Mr. Destler loses his criminal litigation, it is possible that Mr. Destler could be incarcerated, in which case our marketing and sales could suffer because of his inability to communicate with potential new and existing customers. Furthermore, final disposition of the proceedings related to the Complaint and the Indictment could possibly also mean that Mr. Destler would have voting control over us while being incarcerated. In such event, Mr. Destler’s separation from daily business activities could cause him to make voting decisions without the knowledge of our daily operations that he has today. Transfer of Voting Control of Mr. Destler’s Opti-Harvest Shares to Opti-Harvest Although Mr. Destler (and Mr. Danks, who on January 9, 2023, resigned as an employee of Opti-Harvest) have denied to Opti-Harvest the claims made against them in the Complaint and the Indictment, Mr. Destler agreed to resign his positions as a director, Chief Executive Officer, President and Secretary with Opti-Harvest, and transfer voting control (while retaining ownership) of his shares of common stock and Series A Preferred Stock, to the board of directors of Opti-Harvest. Accordingly, Jeffrey Klausner, Opti-Harvest’s, sole director is the sole trustee of a Voting Trust Agreement, dated December 23, 2022, by and among Opti-Harvest, Inc., Mr. Destler, entities Mr. Destler controls, Mr. Destler’s spouse, and Mr. Klausner, pursuant to which Mr. Klausner, on behalf of Opti-Harvest, votes Mr. Destler’s shares of common stock and Series A Preferred Stock. It should be noted that the term “Trust” in the title “Voting Trust Agreement” is used for naming convention only, and no trust, as an entity, has been created in connection with the Voting Trust Agreement. Accordingly, Mr. Klausner, as the trustee under the Voting Trust, does not owe any fiduciary duty to Mr. Destler, his affiliated entities, or his spouse, under the Voting Trust Agreement. Mr. Klausner’s sole duty under the Voting Trust Agreement is to vote Mr. Destler’s beneficial ownership in Opti-Harvest securities. Under the Voting Trust Agreement, Mr. Destler had agreed and consented to the appointment of any member of our board of directors to be appointed a trustee under the Voting Trust Agreement. Therefore, future members of our board of directors may become a trustee under the Voting Trust Agreement. Whether any future member of our board of directors may become a trustee under the Voting Trust Agreement would depend on whether any such new director would want to and agree to becoming a trustee under the Voting Trust Agreement. The Voting Trust Agreement terminates on the first to occur of (i) final disposition of the proceedings related to the Complaint and the Indictment, or (ii) mutual agreement of Opti-Harvest and Mr. Destler. Advisory Agreements During the years ended December 31, 2022 and 2021, the Company entered into various advisory agreements in connection with transactions in which the Company, directly or indirectly through one or more affiliates, raises debt capital or receives a loan from one or more investors identified. The advisory agreements generally expire on the date specified by either the advisory firm or the Company, and with 30 days’ notice of termination. The Company agreed to pay up to six percent (6%) of the capital raised if the funding is in the form of debt, equity, mezzanine structure or subordinated debt structure or any other type of transaction. As of September 30, 2023, no transaction has occurred related to the advisor agreements. DisperSolar LLC (Related Party) On April 7, 2017 (as amended on December 6, 2018), the Company and DisperSolar LLC (the “Seller”), a California limited liability company, entered into a Patent Purchase Agreement (the “Agreement”) pursuant to which the Company acquired certain patents (intellectual property) of the Seller. The Seller developed the patents for harvesting, transmission, spectral modification and delivery of sunlight to shaded areas of plants. Per the Agreement, the Company was obligated to pay milestone payments, earnout payments, and royalties. Earnout Payments The Company is obligated to pay total earnout payments of $ 800,000 1.6 Royalties The Company will pay to Seller royalties as follows: (i) Following the recognition by the Company of the first $ 1.6 30 8 (ii) Once the Company has paid to Seller an aggregate amount in royalties of $ 30 4.75 As of September 30, 2023, the Company recorded no earnout or royalties payment obligations as no gross margin was realized. Strategic Transaction The Company will pay to Seller 7.6 Strategic Transaction Consideration. “Strategic Transaction Consideration” means any cash consideration and the fair market value of any non-cash consideration paid to the Company by any acquirer as consideration for the Strategic Transaction, less the costs and expenses incurred by the Company for the purpose of consummating the Strategic Transaction. The Company will pay to Seller a percentage of all license consideration received by the Company as follows: (i) 3.8 50 (ii) 5.7 100 50 150 (iii) 7.6 150 Inventor Royalty (Related Party) On July 5, 2019, the Company and Nicholas Booth (“Mr. Booth”) entered into a Royalty Agreement. Mr. Booth is a member of Dispersolar, LLC and a named inventor of the acquired patents from Dispersolar, LLC discussed above. Effective July 1, 2021, Mr. Booth was employed by the Company as its Chief Technology Officer. The Company will pay Mr. Booth a percentage of all License Consideration received by the Company as follows: (a) Once the Company has paid to DisperSolar an aggregate amount in royalties of $ 30 0.25 (b) Opti-Harvest will pay to Booth a percentage of all License Consideration received by the Company on the same terms as payable by the Company to DisperSolar under the Agreement, except that the percentages of License Consideration due to Booth shall be as follows: (a) 0.4 (b) 0.2 50 (c) 0.3 100 50 150 (d) 0.4 150 As of September 30, 2023, no amounts were due for earnouts or royalties. Both Yosepha Shahak Ravid and Nicholas Booth are members of the Seller, and are named inventors of the acquired patents from the Seller, discussed above. Effective July 1, 2021, Ms. Shahak Ravid, our Chief Science Officer, and Mr. Booth, our Chief Technology Officer, were employed by the Company. | Note 9 – Commitment and Contingencies We are engaged from time to time in the defense of lawsuits arising out of the ordinary course and conduct of our business. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against our Company, our common stock, our subsidiary or of our Company or our subsidiary’s officers or directors in their capacities as such. Litigation against Jonathan Destler, our former Chief Executive Officer and former director, and Don Danks, a former director On September 30, 2022, a Complaint (the “Complaint”), captioned Securities and Exchange Commission vs. David Stephens, Donald Linn Danks, Jonathan Destler and Robert Lazarus, and Daniel Solomita and 8198381 Canada, Inc., as relief defendants, Case No. ‘22CV1483AJB DEB, was filed in the United States District Court, Southern District of California. In general, the Complaint alleges that Jonathan Destler, a co-founder and our former Chairman and Chief Executive Officer, and a current employee, and Donald Danks, a co-founder, former director, and a former employee, were part of a control group that committed securities fraud in connection with the purchase and sale of securities of Loop Industries, Inc., a Nasdaq-listed company. On November 22, 2022, an Indictment (the “Indictment”), captioned United States of America v. David Stephens, Donald Danks, Jonathan Destler and Robert Lazarus, Case No. ‘22CR2701 BAS, was filed in the United States District Court, Southern District of California. In general, the Indictment alleges that Mr. Destler and Mr. Danks conspired to and committed securities fraud, based on the same allegations in the Complaint. The indictment also alleges that Donald Danks engaged in money laundering. Furthermore, the Complaint and the Indictment allege that Mr. Destler and Mr. Danks were part of a control group consisting of four other persons (David Stephens, Jonathan Destler, Don Danks and Robert Lazarus) who used a third person to make an unregistered offering of securities. The third person is a deceased former-stockholder of Opti-Harvest, whose Opti-Harvest shares are now held by his estate. Mr. Destler is currently our key employee with respect to our business development because of his material role marketing selling our products. Additionally, the Voting Trust Agreement with Mr. Destler terminates on the first to occur of (i) final disposition of the proceedings related to the Complaint and the Indictment, or (ii) mutual agreement of Opti-Harvest and Mr. Destler. If Mr. Destler loses his criminal litigation, it is possible that Mr. Destler could be incarcerated, in which case our marketing and sales could suffer because of his inability to communicate with potential new and existing customers. Furthermore, final disposition of the proceedings related to the Complaint and the Indictment could possibly also mean that Mr. Destler would have voting control over us while being incarcerated. In such event, Mr. Destler’s separation from daily business activities could cause him to make voting decisions without the knowledge of our daily operations that he has today. Transfer of Voting Control of Mr. Destler’s Opti-Harvest Shares to Opti-Harvest Although Mr. Destler (and Mr. Danks, who on January 9, 2023, resigned as an employee of Opti-Harvest) have denied to Opti-Harvest the claims made against them in the Complaint and the Indictment, Mr. Destler agreed to resign his positions as a director, Chief Executive Officer, President and Secretary with Opti-Harvest, and transfer voting control (while retaining ownership) of his shares of common stock and Series A Preferred Stock, to the board of directors of Opti-Harvest. Accordingly, Jeffrey Klausner, Opti-Harvest’s, sole director is the sole trustee of a Voting Trust Agreement, dated December 23, 2022, by and among Opti-Harvest, Inc., Mr. Destler, entities Mr. Destler controls, Mr. Destler’s spouse, and Mr. Klausner, pursuant to which Mr. Klausner, on behalf of Opti-Harvest, votes Mr. Destler’s shares of common stock and Series A Preferred Stock. It should be noted that the term “Trust” in the title “Voting Trust Agreement” is used for naming convention only, and no trust, as an entity, has been created in connection with the Voting Trust Agreement. Accordingly, Mr. Klausner, as the trustee under the Voting Trust, does not owe any fiduciary duty to Mr. Destler, his affiliated entities, or his spouse, under the Voting Trust Agreement. Mr. Klausner’s sole duty under the Voting Trust Agreement is to vote Mr. Destler’s beneficial ownership in Opti-Harvest securities. Under the Voting Trust Agreement, Mr. Destler had agreed and consented to the appointment of any member of our board of directors to be appointed a trustee under the Voting Trust Agreement. Therefore, future members of our board of directors may become a trustee under the Voting Trust Agreement. Whether any future member of our board of directors may become a trustee under the Voting Trust Agreement would depend on whether any such new director would want to and agree to becoming a trustee under the Voting Trust Agreement. The Voting Trust Agreement terminates on the first to occur of (i) final disposition of the proceedings related to the Complaint and the Indictment, or (ii) mutual agreement of Opti-Harvest and Mr. Destler. Advisory Agreements During the years ended December 31, 2022 and 2021, the Company entered into various advisory agreements in connect with transactions in which the Company, directly or indirectly through one or more affiliates, raises debt capital or receives a loan from one or more investors identified. The advisory agreements generally expire on the date specified by either the advisory firm or the Company, and with 30 days’ notice of termination. The Company agreed to pay up to six percent ( 6 DisperSolar LLC (Related Party) On April 7, 2017 (as amended on December 6, 2018), the Company and DisperSolar LLC (the “Seller”), a California limited liability company, entered into a Patent Purchase Agreement (the “Agreement”) pursuant to which the Company acquired certain patents (intellectual property) of the Seller. The Seller developed the patents for harvesting, transmission, spectral modification and delivery of sunlight to shaded areas of plants. Per the Agreement, the Company was obligated to pay milestone payments, earnout payments, and royalties. Earnout Payments The Company is obligated to pay total earnout payments of $ 800,000 1.6 Royalties The Company will pay to Seller royalties as follows: (i) Following the recognition by the Company of the first $ 1.6 30 8 (ii) Once the Company has paid to Seller an aggregate amount in royalties of $ 30 4.75 As of December 31, 2022 and December 31, 2021, the Company recorded no earnout or royalties payment obligations as no gross margin was realized. Strategic Transaction The Company will pay to Seller 7.6 Strategic Transaction Consideration. “Strategic Transaction Consideration” means any cash consideration and the fair market value of any non-cash consideration paid to the Company by any acquirer as consideration for the Strategic Transaction, less the costs and expenses incurred by the Company for the purpose of consummating the Strategic Transaction. The Company will pay to Seller a percentage of all license consideration received by the Company as follows: (i) 3.8 50 (ii) 5.7 100 50 150 (iii) 7.6 150 Inventor Royalty (Related Party) On July 5, 2019, the Company and Nicholas Booth (“Mr. Booth”) entered into a Royalty Agreement. Mr. Booth is a member of Dispersolar, LLC and a named inventor of the acquired patents from Dispersolar, LLC discussed above. Effective July 1, 2021, Mr. Booth was employed by the Company as its Chief Technology Officer. The Company will pay Mr. Booth a percentage of all License Consideration received by the Company as follows: (a) Once the Company has paid to DisperSolar an aggregate amount in royalties of $ 30 0.25 (b) Opti-Harvest will pay to Booth a percentage of all License Consideration received by the Company on the same terms as payable by the Company to DisperSolar under the Agreement, except that the percentages of License Consideration due to Booth shall be as follows: (a) 0.4 (b) 0.2 50 (c) 0.3 100 50 150 (d) 0.4 150 As of December 31, 2022 and December 31, 2021, no amounts were due for earnouts or royalties. Both Yosepha Shahak Ravid and Nicholas Booth are members of the Seller, and are named inventors of the acquired patents from the Seller, discussed above. Effective July 1, 2021, Ms. Shahak Ravid, our Chief Science Officer, and Mr. Booth, our Chief Technology Officer, were employed by the Company. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes At December 31, 2022, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $ 23.3 50 Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2022 and 2021, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2022, and 2021, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2019 through 2022 remain open to examination by the major taxing jurisdictions to which the Company is subject. Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time. The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: Schedule of Effective Income Tax Rate December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % The components of deferred taxes consist of the following at December 31, 2022 and 2021: Schedule of Components of Deferred Taxes December 31, 2022 December 31, 2021 Net operating loss carryforwards $ 6,284,000 $ 4,523,000 Less: Valuation allowance (6,284,000 ) (4,523,000 ) Net deferred tax assets $ - $ - |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 9 – Related Party Transactions As discussed in Note 8, Mr. Destler agreed to transfer voting control (while retaining ownership) of his shares of common stock and Series A Preferred Stock, to the board of directors of Opti-Harvest. Accordingly, Jeffrey Klausner, Opti-Harvest’s, sole director is the sole trustee of a Voting Trust Agreement, dated December 23, 2022, by and among Opti-Harvest, Inc., Mr. Destler, entities Mr. Destler controls, Mr. Destler’s spouse, and Mr. Klausner, pursuant to which Mr. Klausner, on behalf of Opti-Harvest, votes Mr. Destler’s shares of common stock and Series A Preferred Stock. On January 9, 2023, the Company issued Mr. Klausner 16,965 200,000 On March 31, 2023, Mr. Destler paid a Company vendor $ 5,000 5,000 On April 5, 2023, Mr. Destler advanced the Company $ 20,000 20,000 On July 20, 2023, Geoff Andersen, the Company’s CEO, advanced the Company $ 10,000 10,000 On September 19, 2023, Donald Danks, a former director of the Company, advanced the Company $ 40,000 40,000 | Note 11 – Related Party Transactions On July 14, 2021, the Company entered into a three-year consulting agreement (the “Agreement”) with Geoffrey Andersen, the Company’s Chief Executive Officer effective on December 8, 2022. The Agreement was for Mr. Andersen to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company issued 4,242 restricted shares of common stock to Mr. Andersen, with a fair value at grant date was approximately $ 25,000 , and granted options, contingent on the achievement of defined milestones, to purchase 8,483 shares of the Company’s common stock on January 1, 2022, options to purchase 10,179 shares of the Company’s common stock on July 1, 2022, options to purchase 10,179 shares of the Company’s common stock on January 1, 2023, and options to purchase 10,179 shares of the Company’s common stock on July 1, 2023. On July 14, 2022, the contingent options had not been granted, and the Company and Mr. Andersen agreed to terminate the Agreement. On July 15, 2022, the Company entered into a one-year consulting agreement (the “Agreement”), with automatic annual renewals, with Mr. Andersen for which he is to serve on the Company’s Advisory Board and provide services as defined in the Agreement. Per the terms of the Agreement, the Company is to pay Mr. Andersen $ 2,500 per calendar quarter and granted Mr. Andersen options to purchase 1,697 shares of the Company’s common stock, with a five (5) year life, vesting over a twelve (12) month period, and exercisable at $ 9.90 per share. Mr. Andersen will be granted an additional aggregate 1,697 options to purchase shares on each automatic contract renewal period. The total fair value of these options at grant date was approximately $ 10,000 , which was determined using a Black-Scholes-Merton option pricing model with the following weighted average assumption: fair value of our stock price of $ 9.90 per share based on recent private sales of our stock, expected term of five years , volatility of 110 %, dividend rate of 0 %, and risk-free interest rate of 0.90 %. Furthermore, Mr. Andersen was granted 9,848 options to purchase 9,848 shares of the Company’s common stock, with a five (5) year life, immediate vesting, and exercisable at $ 5.90 per share. The total fair value of these options at grant date was approximately $ 52,000 , which was determined using a Black-Scholes-Merton option pricing model with the following weighted average assumption: fair value of our stock price of $ 9.90 per share based on recent private sales of our stock, expected term of five years , volatility of 110 %, dividend rate of 0 %, and risk-free interest rate of 0.90 %. During the year ended December 31, 2022, the Company recognized $ 52,000 of compensation expense relating to vested stock options. Both Yosepha Shahak Ravid and Nicholas Booth are members of DisperSolar LLC, a California limited liability company (“DisperSolar”) and are named inventors of the acquired patents from Dispersolar, discussed below. Effective July 1, 2021, Ms. Shahak Ravid, our Chief Science Officer, and Mr. Booth, our Chief Technology Officer, were employed by us. The Company subleases its office space from an individual who is personally indebted to the Company’s Chief Executive Officer. During the year ended December 31, 2021, the Company directed rent payments totaling $ 45,000 During the year ended December 31, 2021, the Company reimbursed the Company’s Chief Executive Officer $ 29,000 On March 15, 2021, we entered into a consulting agreement with Mr. Klausner to provide the services to develop the Company’s financial model and corporate finance strategy and work on such matters as may be requested from time to time by us. The term of the consulting agreement was three months and expired on June 15, 2021. Mr. Klausner received 10,179 shares of the Opti-Harvest Inc. common stock for his services, estimated to have a fair value of approximately $ 60,000 . On July 1, 2021, Mr. Klausner was appointed to our Board of Directors and appointed Chairman of the Audit Committee. On May 17, 2021, Mr. Handy was hired by us as our Chief Financial Officer and Director of Operations. Before Mr. Handy’s employment with us, Mr. Handy provided services to us as a consultant to help us prepare for our financial statement audits and prepare our financial statements. During the year ended December 31, 2021, and prior to his date of employment with the Company, Mr. Handy was paid approximately $ 6,000 Aaron Danks, son of a director of the Company, was paid for services provided to the Company. Aaron Danks was paid $ 26,000 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events occurring from October 1, 2023, through the date of this filing. Promissory Notes and Restricted Shares Subsequent to September 30, 2023, the Company sold approximately $ 400,000 of Promissory Notes and issued 60,000 shares of restricted common stock. The Promissory Notes and Restricted Shares were issued on the same terms and conditions as described in Note 6. | Note 12 – Subsequent Events The Company has evaluated subsequent events occurring from January 1, 2023, through the date of this filing. Effective on June 2, 2023, and February 22, 2023, the Board of Directors and stockholders have approved resolutions authorizing a reverse stock split of the outstanding shares of the Company’s common stock on the basis of one share of common stock for every two shares or common stock, and 0.6786 Common Shares Issued on Exercise of Warrants Subsequent to December 31, 2022, the Company received proceeds of approximately $ 114,000 on the exercise of 19,323 warrants for the purchase of 19,323 shares of common stock, at an exercise price of $ 5.90 per share. Common Shares Issued for Services Subsequent to December 31, 2022, the Company issued 19,323 shares of common stock for services, with a fair value of $ 400,000 at date of grant. Convertible Promissory Notes and Warrants Subsequent to December 31, 2022, the Company sold approximately $ 200,000 of Convertible Promissory Notes (the “Notes”) and 16,965 warrants (the “Warrants”). The Notes will accrue interest at a rate of ten percent ( 10% ) per annum. The outstanding principal amount of this Notes, together with all accrued but unpaid interest thereon, shall be due and payable on the date that is 12 months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company may, at its option, extend such maturity date an additional six (6) months (such option, the “Extension Option” and such extended maturity date, (the “Extended Maturity Date”). The date on which this Note matures, whether the Initial Maturity Date or the Extended Maturity Date, is the “Maturity Date.” The principal amount of this Note shall be subject to increase as follows: (a) If a Qualified Public Offering does not occur before the Initial Maturity Date, the outstanding principal balance of this Note shall be increased by an amount equal to 10% (b) If the Company exercises its Extension Option and a Qualified Public Offering does not occur before the Extended Maturity Date, the outstanding principal balance due and payable to the Lender shall be increased by the Premium plus an additional 2.5% (c) As used herein, “Qualified Public Offering” means the issuance and sale of shares of comment stock, par value $ 0.0001 In the event the Company consummates a Qualified Public Offering, Lender shall have the right, but not the obligation, at any time prior to the Maturity Date or earlier repayment of this Note, to convert all, or any portion, of the outstanding principal balance of this Note into shares of Common Stock at a conversion price equal to 80% The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing by Convertible Promissory Notes and Restricted Shares Subsequent to December 31, 2022, the Company sold approximately $ 335,000 12 The Notes shall be due and payable on the date that is six (6) months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company and Lender may, upon mutual written agreement, extend such maturity date an additional six (6) months (such extended maturity date, (the “Extended Maturity Date”). 3.00 20,000 100,000 100,000 20,000 100,000 Unsecured Promissory Notes On February 21, 2023, the Company sold $ 225,000 180,000 20 45,000 500,000 12 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 5 – Convertible Notes Payable Convertible notes payable consists of the following at September 30, 2023 and December 31, 2022: Schedule of Convertible Notes Payable September 30, 2023 December 31, 2022 Senior Convertible Notes and Warrants (a) $ 118,000 $ 3,491,000 Convertible Notes and Warrants (b) 150,000 - Convertible Note and Restricted Shares (c) 462,000 Total notes payable 730,000 3,491,000 Less debt discount (61,000 ) - Notes payable, net of discount $ 669,000 $ 3,491,000 (a) Senior Convertible Notes and Warrants During the year ended December 31, 2021, the Company sold approximately $ 3,591,000 of Senior Convertible Promissory Notes (the “Notes”) and 1,218,506 warrants (the “Warrants”). The Notes accrue interest at a rate of twelve percent ( 12 %) per annum. The holder of the Warrants shall have the right to purchase up to the number of shares that equals the quotient obtained by dividing: (i) the Warrant Coverage Amount, by (ii) the Conversion Price. The “Warrant Coverage Amount” shall mean the amount obtained by multiplying: (A) one hundred percent (100%); by (B) aggregate principal amount of the Holder’s Note(s). The conversion price in effect on any Conversion Date shall be equal to 80 Each Note is convertible, in the sole discretion of the holder of the Note, into shares of our common stock at a purchase price equal to 80 4.00 65 50 15 12 The Notes mature 12 10 December 15, 2021. Additionally, each Warrant contains a cashless exercise provision, which is effective if the shares underlying the Warrant are not covered by a registration statement 6 months from the date of issuance of the Warrant 138,098 609,000 4.42 213,473 944,000 4.42 213,473 944,000 4.42 The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of the Company’s initial public offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater Each Note and Warrant holder has (i) the right of first refusal to purchase up to 20 Total principal balance owed was $ 3,491,000 3,373,000 685,000 2,029,306 118,000 54,124 In September 2023, the Noteholders entered into a conversion agreement (the “Agreement”) with the Company in which the Noteholders elected to convert $ 3,373,000 685,000 2,029,306 8,118,000 4.00 4,060,000 250,000 4,310,000 The Company also agreed to change the exercise price of the Warrants to 100 250,000 379,975 1,519,000 1,519,000 192,475 (b) Convertible Promissory Notes and Warrants In January and February 2023, the Company sold $ 250,000 21,206 100,000 100,000 150,000 10 (a) If a Qualified Public Offering does not occur before the Initial Maturity Date, the outstanding principal balance of this Note shall be increased by an amount equal to 10 (b) If the Company exercises its Extension Option and a Qualified Public Offering does not occur before the Extended Maturity Date, the outstanding principal balance due and payable to the Lender shall be increased by the Premium plus an additional 2.5 (c) As used herein, “Qualified Public Offering” means the issuance and sale of shares of comment stock, par value $ 0.0001 In the event the Company consummates a Qualified Public Offering, Lender shall have the right, but not the obligation, at any time prior to the Maturity Date or earlier repayment of this Note, to convert all, or any portion, of the outstanding principal balance of this Note into shares of Common Stock at a conversion price equal to 80 The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: (A) eighty percent (80%) of the aggregate principal amount of the Holder’s Note(s) delivered pursuant to the Note and Warrant Purchase Agreement; by . The total of the allocated relative fair value of warrants issued of $ 76,000 56,000 20,000 During the nine months ended September 30, 2023, the Company added $ 11,000 11,000 Total principal balance owed was $ 150,000 48,482 (c) Convertible Promissory Notes and Restricted Shares During the nine months ended September 30, 2023, the Company sold $ 462,000 12 The Notes shall be due and payable on the date that is six (6) months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company and Lender may, upon mutual written agreement, extend such maturity date an additional six (6) months (such extended maturity date, (the “Extended Maturity Date”) 3.00 10,000 100,000 100,000 20,000 100,000 The Company issued 46,000 370,000 329,000 41,000 During the nine months ended September 30, 2023, the Company added $ 25,000 25,000 Total principal balance owed was $ 462,000 162,401 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include depreciable lives of rental equipment and property and equipment, impairment testing of recorded long-term tangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in the determination of the Company’s liquidity. | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include depreciable lives of rental equipment and property and equipment, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, and assumptions used in the determination of the Company’s liquidity. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At September 30, 2023 and December 31, 2022, the inventory is fully reserved for slow moving and potentially obsolete inventory. | Inventory Inventory is stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and our ability to sell the product(s) concerned. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. At December 31, 2022, the Company recorded a reserve for slow moving and potentially obsolete inventory of $ 432,000 |
Rental Equipment | Rental Equipment The rental equipment we purchase is stated at cost and is depreciated over the estimated useful life of the equipment using the straight-line method and is included in rental depreciation within the consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate our products over a three-year | Rental Equipment The rental equipment we purchase is stated at cost and is depreciated over the estimated useful life of the equipment using the straight-line method and is included in rental depreciation within the consolidated statements of operations. Estimated useful lives vary based upon type of equipment. Generally, we depreciate our products over a three 98,000 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Schedule of Estimated Useful Lives of Property and Equipment Property and Equipment Type Years of Depreciation Tool and Molds 2 3 Vehicle 5 Office equipment 3 Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2022 and 2021, the Company determined there were no indicators of impairment of its property and equipment. | |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. | Deferred Offering Costs Deferred offering costs consist principally of legal, accounting, and underwriters’ fees incurred related to equity financing. These offering costs are deferred and then charged against the gross proceeds received once the equity financing occurs or are charged to expense if the financing does not occur. |
Receivables and contract assets and liabilities | Receivables and contract assets and liabilities The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 842. The Company does not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers more than recognizable revenue. The Company recognized $ 57,000 | Revenue Recognition The Company recognizes revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Under Topic 842, Leases, the Company accounts for owned equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract generally includes rates for monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. In some cases, a rental contract may contain a rental purchase option, whereby the customer has an option to purchase the rented equipment at the end of the term for a specified price. Revenues related to the rental contract will be accounted for as an operating lease as the option to purchase is not reasonably certain to be exercised. Lessees do not provide residual value guarantees on rented equipment. The Company recently began offering rental contracts as an option to its customers under operating leases. The material terms of the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months an option to extend for an additional twelve to twenty-four (24) months. As of December 31, 2022, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Operating Lease Income Future Lease Payments 2023 $ 68,000 $ - 2023 $ 68,000 $ - 2024 36,000 - Total $ 104,000 $ - |
Receivables and contract assets and liabilities | Receivables and contract assets and liabilities The Company manages credit risk associated with its accounts receivables at the customer level. Because the same customers typically generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowances for doubtful accounts address our total revenues from Topic 606 and Topic 842. The Company believes the concentration of credit risk with respect to its receivables is limited given the size and creditworthiness of its current customer base. As of December 31, 2022, the Company had accounts receivable from one customer which comprised 100 100 Pursuant to Topic 842 and Topic 326 for rental and non-rental receivables, respectively, we maintain an allowance for doubtful accounts that reflects our estimate of our expected credit losses. Our allowance is estimated using a loss rate model based on delinquency. The estimated loss rate is based on our historical experience with specific customers, our understanding of our current economic circumstances, reasonable and supportable forecasts, and our own judgment as to the likelihood of ultimate payment based upon available data. At December 31, 2022, the Company had no exposure to doubtful accounts is in our rental operations, which as discussed above is accounted for under Topic 842 and represents 49 0 no The Company does not have material contract assets, impairment losses associated therewith, or material contract liabilities associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers more than recognizable revenue. We did not recognize material revenues during the year ended December 31, 2022 and 2021 that was included in our deferred revenue balance as of the beginning of such periods. | |
Loss per Common Share | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the nine months ended September 30, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share September 30, September 30, Warrants 2,052,802 2,059,334 Options 1,596,831 1,564,173 Convertible notes 265,007 553,437 Commons shares issuable 235,606 — Common stock subject to redemption by Company 2,029,306 — Restricted stock units 16,965 67,860 Series A Preferred 1 1 Total 6,196,518 4,244,805 | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. For the years ended December 31, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share December 31, 2022 December 31, 2021 Warrants 2,059,334 2,232,038 Options 1,733,824 1,498,010 Senior convertible notes 773,060 384,620 Restricted stock units 84,825 - Series A Preferred 1 1 Total 4,651,044 4,114,669 Anti-dilutive securities 4,651,044 4,114,669 |
Stock Compensation Expense | Stock Compensation Expense The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. As the common shares of the Company were not publicly traded, the Company lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the agriculture technology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the nine months ended September 30, 2023 and 2022, common shares of the Company were not publicly traded. As such, during the period, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. | Stock Compensation Expense The Company periodically issues stock options to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of each option or warrant grant is estimated using the Black-Scholes option-pricing model. The Company was a private company as of December 31, 2022 and prior and lacked company-specific historical and implied volatility information. Therefore, it estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies within the agriculture technology industry with characteristics similar to the Company. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is zero, based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. During the year ended December 31, 2022 and 2021, common shares of the Company were not publicly traded. As such, during the period, the Company estimated the fair value of common stock using an appropriate valuation methodology, in accordance with the framework of the American Institute of Certified Public Accountants’ Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation. Each valuation methodology includes estimates and assumptions that require the Company’s judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions, guideline public company information, the prices at which the Company sold its common stock to third parties in arms’ length transactions, the rights and preferences of securities senior to the Company’s common stock at the time, and the likelihood of achieving a liquidity event such as an initial public offering or sale. Significant changes to the assumptions used in the valuations could result in different fair values of stock options at each valuation date, as applicable. |
Income Taxes | Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of December 31, 2022 and 2021. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. | |
Research and Development | Research and Development Research and development costs include advisors, consultants, legal, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development costs are expensed as incurred. During the nine months ended September 30, 2023 and 2022, research and development costs were approximately $ 784,000 1,748,000 | Research and Development Research and development costs include advisors, consultants, legal, software licensing, product design and development, data monitoring and collection, field trial installations, and travel related expenses. Research and development costs are expensed as incurred. During the years ended December 31, 2022 and 2021, research and development costs were approximately $ 2.1 2.6 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. ASC 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued liabilities, and patent purchase obligation approximate their fair values because of the short maturity of these instruments. The carrying values of loan and convertible notes payables approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. | Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. ASC 820 defines the following levels of subjectivity associated with the inputs: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, accounts payable and accrued liabilities, and patent purchase obligation approximate their fair values because of the short maturity of these instruments. The carrying values of loan and convertible notes payables approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. | Recent Accounting Pronouncements In In September 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Concentration Risks | Concentration Risks Cash includes cash on hand and cash in banks and are reported as “Cash” in the balance sheets. The balance of cash on hand is not insured by the Federal Deposit Insurance Corporation. The balance of cash in banks is insured by the Federal Deposit Insurance Corporation for up to $ 250,000 Net Sales. 56 15 31 14 10 Accounts payable. 43 16 53 13 Vendors. | Concentration Risks Cash includes cash on hand and cash in banks and are reported as “Cash” in the balance sheets. The balance of cash on hand is not insured by the Federal Deposit Insurance Corporation. The balance of cash in banks is insured by the Federal Deposit Insurance Corporation for up to $ 250,000 Net Sales. 43 10 45 Accounts receivable. 100 100 Accounts payable. 53 13 73 13 Vendors. |
Segment Reporting | Segment Reporting The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements. | Segment Reporting The Company operates in one |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with two different Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) standards: 1) Topic 606 and 2) Topic 842. The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products is transferred to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Under Topic 842, Leases, the Company accounts for owned equipment rental contracts as operating leases. We recognize revenue from equipment rentals in the period earned, regardless of the timing of billing to customers. A rental contract generally includes rates for monthly use, and rental revenues are earned on a daily basis as rental contracts remain outstanding. Because the rental contracts can extend across multiple reporting periods, we record unbilled rental revenues and deferred rental revenues at the end of reporting periods so rental revenues earned is appropriately stated for the periods presented. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. In some cases, a rental contract may contain a rental purchase option, whereby the customer has an option to purchase the rented equipment at the end of the term for a specified price. Revenues related to the rental contract will be accounted for as an operating lease as the option to purchase is not reasonably certain to be exercised. Lessees do not provide residual value guarantees on rented equipment. The Company recently began offering rental contracts as an option to its customers under operating leases. The material terms of the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months, with an option to extend for an additional twelve to twenty-four (24) months As of September 30, 2023, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Lease Income Future Lease Payments 2023 (remaining) $ 14,000 $ - 2024 33,000 - Total $ 47,000 $ - |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Estimated Useful Lives of Property and Equipment | Schedule of Estimated Useful Lives of Property and Equipment Property and Equipment Type Years of Depreciation Tool and Molds 2 3 Vehicle 5 Office equipment 3 | |
Schedule of Future Operating Lease Income and Future Lease Payments | As of September 30, 2023, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Lease Income Future Lease Payments 2023 (remaining) $ 14,000 $ - 2024 33,000 - Total $ 47,000 $ - | As of December 31, 2022, future operating lease income and future lease payments to be received from equipment rentals are as follows: Schedule of Future Operating Lease Income and Future Lease Payments Years Ending December 31, Future Operating Lease Income Future Lease Payments 2023 $ 68,000 $ - 2023 $ 68,000 $ - 2024 36,000 - Total $ 104,000 $ - |
Schedule of Anti-Dilutive Securities of Earning Per Share | For the nine months ended September 30, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share September 30, September 30, Warrants 2,052,802 2,059,334 Options 1,596,831 1,564,173 Convertible notes 265,007 553,437 Commons shares issuable 235,606 — Common stock subject to redemption by Company 2,029,306 — Restricted stock units 16,965 67,860 Series A Preferred 1 1 Total 6,196,518 4,244,805 | For the years ended December 31, 2022 and 2021, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: Schedule of Anti-Dilutive Securities of Earning Per Share December 31, 2022 December 31, 2021 Warrants 2,059,334 2,232,038 Options 1,733,824 1,498,010 Senior convertible notes 773,060 384,620 Restricted stock units 84,825 - Series A Preferred 1 1 Total 4,651,044 4,114,669 Anti-dilutive securities 4,651,044 4,114,669 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory, which is comprised of finished product, is valued at the lower of cost (first-in, first-out) or net realizable value, and net of reserves is comprised of the following: Schedule of Inventory December 31, 2022 December 31, 2021 Raw material $ 84,000 $ - Finished goods 348,000 - Inventory gross 432,000 - Reserve for obsolescence (432,000 ) - Total inventory $ - $ - |
Rental Equipment (Tables)
Rental Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Rental Equipment | ||
Schedule of Rental Equipment | Rental equipment includes the Company’s Opti-Gro, Opti-Shields, and Opti-Panel product lines which are being leased to customers under operating leases. Rental equipment is comprised of the following: Schedule of Rental Equipment September 30, 2023 December 31, 2022 Rental equipment $ 130,000 $ 130,000 Accumulated depreciation (83,000 ) (26,000 ) Net book value $ 47,000 $ 104,000 | Rental equipment includes the Company’s Opti-Gro, Opti-Shields, and Opti-Panel product lines which are being lease to customers under operating leases. Rental equipment is comprised of the following: Schedule of Rental Equipment December 31, 2022 December 31, 2021 Rental equipment $ 130,000 $ - Accumulated depreciation (26,000 ) - Net book value $ 104,000 $ - |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Property and equipment are comprised of the following: Schedule of Property and Equipment September 30, 2023 December 31, 2022 Tools and molds $ 1,990,000 $ 1,990,000 Computer equipment 8,000 8,000 Vehicles 113,000 113,000 Total cost 2,111,000 2,111,000 Accumulated depreciation (1,444,000 ) (1,078,000 ) Net book value $ 667,000 $ 1,033,000 | Property and equipment are comprised of the following: Schedule of Property and Equipment December 31, 2022 December 31, 2021 Tools and molds $ 1,990,000 $ 1,682,000 Computer equipment 8,000 8,000 Vehicles 113,000 45,000 Total cost 2,111,000 1,735,000 Accumulated depreciation (1,078,000 ) (577,000 ) Net book value $ 1,033,000 $ 1,158,000 |
Convertible Notes Payable and_2
Convertible Notes Payable and Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable And Warrants | ||
Schedule of Senior Convertible Notes Payable | Convertible notes payable consists of the following at September 30, 2023 and December 31, 2022: Schedule of Convertible Notes Payable September 30, 2023 December 31, 2022 Senior Convertible Notes and Warrants (a) $ 118,000 $ 3,491,000 Convertible Notes and Warrants (b) 150,000 - Convertible Note and Restricted Shares (c) 462,000 Total notes payable 730,000 3,491,000 Less debt discount (61,000 ) - Notes payable, net of discount $ 669,000 $ 3,491,000 | Senior convertible notes payable is comprised of the following: Schedule of Senior Convertible Notes Payable December 31, 2022 December 31, 2021 Senior convertible notes payable $ 3,491,000 $ 3,591,000 Less debt discount - (2,326,000 ) Total senior convertible notes payable, net $ 3,491,000 $ 1,265,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Loans Payable | Loan payable consists of the following at September 30, 2023 and December 31, 2022: Schedule of Loans Payable September 30, 2023 December 31, 2022 Automobile loans (a) $ 58,000 $ 69,000 Unsecured promissory note – related party (b) - past due 215,000 - Unsecured promissory note and restricted shares (c) (c) 1,162,000 - Total notes payable 1,435,000 69,000 Less: debt discount (695,000 ) - Total notes payable, less debt discount 740,000 69,000 Notes payable, current portion (695,000 ) (13,000 ) Notes payable, net of current portion $ 45,000 $ 56,000 | Loans payable is comprised of the following: Schedule of Loans Payable December 31, 2022 December 31, 2021 Loans payable $ 69,000 $ 33,000 Less current portion (13,000 ) (8,000 ) Noncurrent portion $ 56,000 $ 25,000 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Summary of Warrants | A summary of warrants for the nine months ended September 30, 2023, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price Balance outstanding, December 31, 2022 2,059,334 $ 9.18 Warrants granted 21,206 3.20 Warrants exercised (19,255 ) 5.90 Warrants expired or forfeited (8,483 ) 3.20 Balance outstanding, September 30, 2023 2,052,802 $ 6.06 Balance exercisable, September 30, 2023 2,052,802 $ 6.06 | A summary of warrants for the years ended December 31, 2022 and 2021, is as follows: Summary of Warrants Weighted Average Number of Exercise Warrants Price Balance outstanding, December 31, 2020 433,753 $ 8.84 Warrants granted 1,798,285 16.06 Warrants exercised - - Warrants expired or forfeited - - Balance outstanding, December 31, 2021 2,232,038 14.66 Warrants granted 91,611 11.78 Warrants exercised (264,315 ) 5.90 Warrants expired or forfeited - - Balance outstanding, December 31, 2022 2,059,334 $ 9.18 Balance exercisable, December 31, 2022 2,059,334 $ 9.18 |
Summary of Outstanding Warrants Exercise Price | Information relating to outstanding warrants at September 30, 2023, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Exercise Share Life (Years) Weighted Exercise Shares Weighted Exercise $ 3.20 12,724 0.28 $ 3.20 12,724 $ 3.20 $ 4.00 1,218,505 2.75 $ 4.00 1,218,505 $ 4.00 $ 5.90 67,860 0.75 $ 5.90 67,860 $ 5.90 $ 8.84 594,242 0.25 $ 8.84 594,242 $ 8.84 $ 11.78 159,471 0.75 $ 11.78 159,471 $ 11.78 2,052,802 1.77 $ 6.06 2,052,802 6.06 | Information relating to outstanding warrants at December 31, 2022, summarized by exercise price, is as follows: Summary of Outstanding Warrants Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 5.90 67,860 1.50 $ 5.90 67,860 $ 5.90 $ 8.84 613,497 0.50 $ 8.84 613,497 $ 8.84 $ 9.20 1,218,506 1.79 $ 9.20 1,218,506 $ 9.20 $ 11.78 159,471 1.50 $ 11.78 159,471 $ 11.78 2,059,334 1.34 $ 9.18 2,059,334 $ 9.18 |
Summary of Options | A summary of stock options for the nine months ended September 30, 2023, is as follows: Summary of Options Weighted Average Number of Exercise Options Price Balance outstanding, December 31, 2022 1,733,824 $ 6.20 Options granted - - Options exercised - - Options expired or forfeited (136,993 ) 5.93 Balance outstanding, September 30, 2023 1,596,831 $ 6.24 Balance exercisable, September 30, 2023 1,028,503 $ 6.34 | A summary of stock options for the years ended December 31, 2022 and 2021, is as follows: Summary of Options Weighted Average Number of Exercise Options Price Balance outstanding, December 31, 2020 - $ - Options granted 1,498,010 5.90 Options exercised - - Options expired or forfeited - - Balance outstanding, December 31, 2021 1,498,010 5.90 Options granted 252,779 8.06 Options exercised - - Options expired or forfeited (16,965 ) 5.90 Balance outstanding, December 31, 2022 1,733,824 $ 6.20 Balance exercisable, December 31, 2022 747,450 $ 5.96 |
Summary of Outstanding Options Exercise Price | Information relating to outstanding options at September 30, 2023, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 5.90 1,413,185 7.33 $ 5.90 875,960 $ 5.90 $ 8.84 183,646 4.16 $ 8.84 152,543 $ 8.84 1,596,831 6.95 $ 6.24 1,028,503 $ 6.34 | Information relating to outstanding options at December 31, 2022, summarized by exercise price, is as follows: Summary of Outstanding Options Exercise Price Outstanding Exercisable Exercise Price Per Share Share Life (Years) Weighted Average Exercise Price Shares Weighted Average Exercise Price $ 5.90 1,548,905 8.02 $ 5.90 728,930 $ 5.90 $ 8.84 184,919 4.90 $ 8.84 18,520 $ 8.84 1,733,824 7.67 $ 6.20 747,450 $ 5.96 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows: Schedule of Effective Income Tax Rate December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Income tax benefit at federal statutory rate (21.0 )% (21.0 )% State income tax benefit, net of federal benefit (6.0 )% (6.0 )% Change in valuation allowance 27.00 % 27.00 % Income taxes at effective tax rate - % - % |
Schedule of Components of Deferred Taxes | The components of deferred taxes consist of the following at December 31, 2022 and 2021: Schedule of Components of Deferred Taxes December 31, 2022 December 31, 2021 Net operating loss carryforwards $ 6,284,000 $ 4,523,000 Less: Valuation allowance (6,284,000 ) (4,523,000 ) Net deferred tax assets $ - $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable | ||
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following at September 30, 2023 and December 31, 2022: Schedule of Convertible Notes Payable September 30, 2023 December 31, 2022 Senior Convertible Notes and Warrants (a) $ 118,000 $ 3,491,000 Convertible Notes and Warrants (b) 150,000 - Convertible Note and Restricted Shares (c) 462,000 Total notes payable 730,000 3,491,000 Less debt discount (61,000 ) - Notes payable, net of discount $ 669,000 $ 3,491,000 | Senior convertible notes payable is comprised of the following: Schedule of Senior Convertible Notes Payable December 31, 2022 December 31, 2021 Senior convertible notes payable $ 3,491,000 $ 3,591,000 Less debt discount - (2,326,000 ) Total senior convertible notes payable, net $ 3,491,000 $ 1,265,000 |
Operations and Liquidity (Detai
Operations and Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 02, 2023 | Feb. 22, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 20, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | ||||||||||||
Stock issued during period, shares, reverse stock splits | 0.6786 | 0.6786 | 0.6786 | |||||||||
Net loss | $ 2,131,000 | $ 4,261,000 | $ 12,908,000 | $ 11,978,000 | $ 15,950,000 | $ 10,053,000 | ||||||
Net cash provided by operating activities | 2,343,000 | 3,615,000 | 4,464,000 | 5,303,000 | ||||||||
Stockholders' equity | 11,037,000 | $ 2,510,000 | 11,037,000 | $ 2,510,000 | 4,464,000 | (1,157,000) | $ 10,070,000 | $ 1,828,000 | $ 29,000 | |||
Cash | 3,000 | 3,000 | 172,000 | $ 1,715,000 | ||||||||
Proceeds from sale of convertible debt | 114,000 | |||||||||||
Notes payable | $ 740,000 | $ 740,000 | $ 69,000 | |||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Notes payable | $ 350,000 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property and Equipment (Details) | Dec. 31, 2022 |
Tools, Dies and Molds [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Tools, Dies and Molds [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 3 years |
Vehicles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 5 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 3 years |
Schedule of Future Operating Le
Schedule of Future Operating Lease Income and Future Lease Payments (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Future Lease Payments, 2023 | ||
Future Operating Lease Income, 2024 | 33,000 | 68,000 |
Future Lease Payments, 2024 | ||
Future Operating lease income 2024 | 36,000 | |
Future Lease payments 2024 | ||
Total Future Operating Lease Income | 47,000 | 104,000 |
Total Future Lease Payments | ||
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity [Abstract] | ||
Future Operating Lease Income, 2023 | $ 14,000 |
Schedule of Anti-Dilutive Secur
Schedule of Anti-Dilutive Securities of Earning Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 6,196,518 | 4,244,805 | 4,651,044 | 4,114,669 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 2,052,802 | 2,059,334 | 2,059,334 | 2,232,038 |
Share-Based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,596,831 | 1,564,173 | 1,733,824 | 1,498,010 |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 265,007 | 553,437 | 773,060 | 384,620 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 16,965 | 67,860 | 84,825 | |
Series A Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1 | 1 | 1 | 1 |
Common Shares Issuable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 235,606 | |||
Common Stock Subject To Redemption By Company [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 2,029,306 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Product Information [Line Items] | ||||||
Inventory valuation reserves | $ 432,000 | |||||
Impairment charge | $ 98,000 | |||||
Operating lease, term of contract | the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months, with an option to extend for an additional twelve to twenty-four (24) months | the Company’s current rental agreements include a rental period duration between twelve to twenty-four (24) months | ||||
Operating lease, option to extend | an option to extend for an additional twelve to twenty-four (24) months. | |||||
Revenue percentage | 49% | |||||
Bad debt expenses | $ 0 | 0 | ||||
Research and development expense | $ 214,000 | $ 491,000 | $ 784,000 | $ 1,748,000 | 2,072,000 | $ 2,621,000 |
Cash FDIC insured amount | $ 250,000 | 250,000 | $ 250,000 | |||
Number of reportable segments | Segment | 1 | |||||
Revenues recognized | $ 57,000 | |||||
Accounts Receivable [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue percentage | 0% | |||||
One Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 100% | 100% | ||||
One Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 56% | 31% | 43% | 45% | ||
Two Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 15% | 14% | 10% | |||
One Vendor [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 53% | 73% | ||||
Two Vendor [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 13% | 13% | ||||
Three Customer [Member] | Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 10% | |||||
Vendor One [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 43% | 53% | ||||
Vendor Two [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 16% | 13% | ||||
Rental Equipment [Member] | ||||||
Product Information [Line Items] | ||||||
Estimated useful life | 3 years | 3 years | 3 years |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 84,000 | |
Finished goods | 348,000 | |
Inventory gross | 432,000 | |
Reserve for obsolescence | (432,000) | |
Total inventory |
Inventory (Details Narrative)
Inventory (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Inventory Disclosure [Abstract] | |
Inventory write down | $ 432,000 |
Schedule of Rental Equipment (D
Schedule of Rental Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Rental Equipment | |||
Rental equipment | $ 130,000 | $ 130,000 | |
Accumulated depreciation | (83,000) | (26,000) | 0 |
Net book value | 104,000 | ||
Net book value | $ 47,000 | $ 104,000 |
Rental Equipment (Details Narra
Rental Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Rental Equipment | ||||
Accumulated depreciation | $ 83,000 | $ 26,000 | $ 0 | |
Accumulated depreciation | (83,000) | (26,000) | 0 | |
Rental equipment impairment charges | 98,000 | |||
Depreciation of rental equipment | $ 57,000 | $ 5,000 | $ 26,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 2,111,000 | $ 2,111,000 | $ 1,735,000 |
Accumulated depreciation | (1,444,000) | (1,078,000) | (577,000) |
Net book value | 667,000 | 1,033,000 | 1,158,000 |
Tools, Dies and Molds [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 1,990,000 | 1,990,000 | 1,682,000 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 8,000 | 8,000 | 8,000 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 113,000 | $ 113,000 | $ 45,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 20, 2022 | Nov. 20, 2020 | |
Debt Instrument [Line Items] | ||||||
Depreciation | $ 366,000 | $ 377,000 | $ 501,000 | $ 299,000 | ||
Vendor deposits to property and equipment | $ 247,000 | 247,000 | ||||
Loans Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 49,000 | $ 40,000 | $ 49,000 | $ 40,000 |
Schedule of Senior Convertible
Schedule of Senior Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Jul. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||||
Less debt discount | $ (61,000) | $ 0 | $ (2,326,000) | ||
Total senior convertible notes payable, net | $ 669,000 | $ 100,000 | $ 100,000 | 3,491,000 | 1,265,000 |
Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Senior convertible notes payable | 3,491,000 | 3,591,000 | |||
Less debt discount | (2,326,000) | ||||
Total senior convertible notes payable, net | $ 3,491,000 | $ 1,265,000 |
Convertible Notes Payable and_3
Convertible Notes Payable and Warrants (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 20, 2022 | May 16, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Jan. 31, 2023 | |
Convertible warrants | 91,611 | 1,218,506 | 21,206 | 21,206 | ||||||
Proceeds from issuance of debt | $ 3,034,000 | |||||||||
Debt instrument redemption price percentage | 15% | |||||||||
Debt instrument, unamortized discount | $ 695,000 | $ 695,000 | $ 539,000 | |||||||
Legal fees | $ 18,000 | |||||||||
Warrants exercisable price percentage | 115% | |||||||||
Warrants exercise price | $ 11.78 | $ 8.84 | ||||||||
Fair value of warrants | $ 13,600,000 | |||||||||
Fair value of debt | $ 2,500,000 | |||||||||
Percentage of common stock purchase price | 80% | 80% | ||||||||
Share Price | $ 4 | $ 4 | ||||||||
Common stock intial public offering | 50% | |||||||||
Debt, weighted average interest rate | 12% | |||||||||
Long-Term Debt, Term | 12 months | |||||||||
Debt and Equity Securities, Gain (Loss) | $ 8,000,000 | $ 10,000,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 1,425,000 | $ 1,620,000 | $ 1,620,000 | |||||||
Financing costs | $ 943,000 | $ 1,519,000 | 1,554,000 | $ 2,497,000 | ||||||
Warrants description | The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of the Company’s initial public offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater | The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of the Company’s initial public offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater | ||||||||
Percentage of prorata securities | 20% | 20% | ||||||||
Original issue discount | $ 45,000 | $ 45,000 | ||||||||
Amortization of debt discount | 678,000 | $ 2,262,000 | $ 2,326,000 | 713,000 | ||||||
Accrued interest | 529,000 | 101,000 | ||||||||
Changes in interest payable | $ 428,000 | |||||||||
Senior Notes [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 773,060 | |||||||||
Warrant Holder [Member] | ||||||||||
Legal fees | $ 18,000 | |||||||||
Fair value of warrants | 2,500,000 | |||||||||
Original issue discount | 539,000 | |||||||||
Proceeds from warrants | 3,000,000 | |||||||||
Remaining unamortized discount | $ 2,300,000 | |||||||||
Amortization of debt discount | $ 2,300,000 | |||||||||
Senior Convertible Note Holders [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 282,522 | |||||||||
Financing costs | $ 1,519,000 | |||||||||
Convertible Common Stock [Member] | ||||||||||
Common stock intial public offering | 65% | |||||||||
IPO [Member] | ||||||||||
Warrants exercise price | $ 4 | |||||||||
Share Price | $ 4 | |||||||||
Warrant [Member] | ||||||||||
Convertible warrants | 264,315 | 1,218,506 | 21,206 | 21,206 | ||||||
Warrants exercise price | $ 5.90 | $ 5.90 | $ 5.90 | $ 3.20 | $ 3.20 | |||||
Share Price | $ 4 | $ 4 | ||||||||
Debt Instrument, Description | December 15, 2021. Additionally, each Warrant contains a cashless exercise provision, which is effective if the shares underlying the Warrant are not covered by a registration statement 6 months from the date of issuance of the Warrant | |||||||||
Stock Issued During Period, Shares, New Issues | 264,315 | |||||||||
Common Stock [Member] | ||||||||||
Convertible warrants | 19,255 | 19,255 | ||||||||
Stock Issued During Period, Shares, New Issues | 161,168 | 183,223 | 183,223 | |||||||
Stock Issued During Period, Value, New Issues | ||||||||||
Common Stock [Member] | Senior Convertible Note Holders [Member] | ||||||||||
Share Price | $ 8.84 | $ 8.84 | $ 8.84 | |||||||
Stock Issued During Period, Shares, New Issues | 106,736 | 69,049 | ||||||||
Stock Issued During Period, Value, New Issues | $ 944,000 | $ 609,000 | $ 1,519,000 | $ 2,500,000 | ||||||
Financing costs | 2,500,000 | |||||||||
Common Stock [Member] | Senior Convertible Note Holders [Member] | Second Amendment [Member] | ||||||||||
Share Price | $ 8.84 | |||||||||
Stock Issued During Period, Shares, New Issues | 106,736 | |||||||||
Stock Issued During Period, Value, New Issues | $ 944,000 | |||||||||
Senior Convertible Promissory Notes [Member] | ||||||||||
Notes issued | 3,491,000 | $ 3,591,000 | ||||||||
Principal amount | $ 100,000 | |||||||||
Amortization of debt discount | 248,000 | |||||||||
Accrued interest | $ 685,000 | $ 685,000 |
Schedule of Loans Payable (Deta
Schedule of Loans Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Debt Disclosure [Abstract] | ||||||
Loans payable | $ 58,000 | [1] | $ 69,000 | [1] | $ 33,000 | |
Notes payable, current portion | (695,000) | (13,000) | (8,000) | |||
Noncurrent portion | 45,000 | 56,000 | 25,000 | |||
Unsecured promissory note – related party - past due | [2] | 215,000 | ||||
Unsecured promissory note and restricted shares (c) | [3] | 1,162,000 | ||||
Total notes payable | 1,435,000 | 69,000 | ||||
Less: debt discount | (695,000) | 0 | ||||
Total notes payable, less debt discount | 740,000 | 69,000 | ||||
Notes payable, net of current portion | $ 45,000 | $ 56,000 | $ 25,000 | |||
[1]Automobile Loans[2]Unsecured Promissory Note – Related Party (Past Due)[3]Promissory Notes and Restricted Shares |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||||
Feb. 21, 2023 | Jan. 20, 2022 | Nov. 20, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Jan. 31, 2023 | Dec. 31, 2020 | |||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 6% | 6% | ||||||||||
Loans payable | $ 40,000 | |||||||||||
Repayment of principal amount of loan | $ 13,000 | $ 7,000 | ||||||||||
Current portion of loan payable | $ 695,000 | 13,000 | 8,000 | |||||||||
Loans payable | 58,000 | [1] | 69,000 | [1] | 33,000 | |||||||
Proceeds from debt issuance | 3,034,000 | |||||||||||
Debt instrument, unamortized discount | 695,000 | 539,000 | ||||||||||
Original issue discount | 45,000 | |||||||||||
Accrued interest | 16,000 | |||||||||||
Notes payable | 740,000 | 69,000 | ||||||||||
Convertible notes | $ 250,000 | $ 250,000 | ||||||||||
Gain loss on equity securities | 8,000,000 | 10,000,000 | ||||||||||
Original issue discount | $ 678,000 | $ 2,262,000 | 2,326,000 | $ 713,000 | ||||||||
Converitble Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of common stock shares of restricted common stock | 100,000 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 12% | |||||||||||
Common stock, shares related to note | 174,300 | |||||||||||
Unsecured Promissory Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 215,000 | |||||||||||
Unsecured Promissory Note [Member] | Donald Danks [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unsecured Debt | $ 225,000 | |||||||||||
Proceeds from debt issuance | $ 180,000 | |||||||||||
Orignal debt discount percent | 20% | |||||||||||
Debt instrument, unamortized discount | $ 45,000 | |||||||||||
Unsecured Promissory Note [Member] | Lender [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 12% | |||||||||||
Proceeds from debt issuance | $ 500,000 | |||||||||||
Convertible Promissory Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | 462,000 | |||||||||||
Interest rate | 12% | |||||||||||
Debt instrument, unamortized discount | 41,000 | |||||||||||
Convertible notes | $ 1,062,000 | |||||||||||
Common stock, shares related to note | 20,000 | |||||||||||
Convertible Promissory Noteand Restricted Shares [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 12% | |||||||||||
Convertible notes | $ 462,000 | |||||||||||
Common stock, shares related to note | 174,300 | |||||||||||
Common stock issued as debt discount | $ 943 | |||||||||||
Loans Payable [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 49,000 | $ 40,000 | 49,000 | $ 40,000 | ||||||||
Debt instrument, term | 71 months | 59 months | ||||||||||
Interest rate | 15.54% | 4.49% | ||||||||||
Debt principal and interest payments | $ 1,066 | $ 745 | ||||||||||
Repayment of principal amount of loan | 6,000 | 9,000 | 7,000 | |||||||||
Remaining balance of loan | 24,000 | $ 33,000 | ||||||||||
Current portion of loan payable | 8,000 | 8,000 | ||||||||||
Loans payable | 18,000 | 24,000 | ||||||||||
Loans Payable [Member] | Debt on Second Vehicle [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayment of principal amount of loan | 5,000 | 4,000 | ||||||||||
Remaining balance of loan | 40,000 | |||||||||||
Current portion of loan payable | 5,000 | 5,000 | ||||||||||
Loans payable | 45,000 | |||||||||||
Loans Payables [Member] | Debt on Second Vehicle [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Remaining balance of loan | $ 45,000 | |||||||||||
Unsecured Promissory Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Notes payable | 10,000 | |||||||||||
Senior Convertible Promissory Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Original issue discount | 248,000 | |||||||||||
Convertible Promissory Note [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 1,162,000 | |||||||||||
[1]Automobile Loans |
Summary of Warrants (Details)
Summary of Warrants (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants, Balance outstanding | 2,059,334 | 2,232,038 | 433,753 |
Weighted Average Exercise Price, Balance outstanding | $ 9.18 | $ 14.66 | $ 8.84 |
Warrants granted | 21,206 | 91,611 | 1,798,285 |
Weighted Average Exercise Price, granted | $ 3.20 | $ 11.78 | $ 16.06 |
Warrants exercised | (19,255) | (264,315) | |
Weighted Average Exercise Price, exercised | $ 5.90 | $ 5.90 | |
Warrants expired or forfeited | (8,483) | ||
Weighted Average Exercise Price, expired or forfeited | $ 3.20 | ||
Warrants, Balance outstanding | 2,052,802 | 2,059,334 | 2,232,038 |
Weighted Average Exercise Price, Balance outstanding | $ 6.06 | $ 9.18 | $ 14.66 |
Warrants, Balance exercisable | 2,052,802 | 2,059,334 | |
Weighted Average Exercise Price, Balance exercisable | $ 6.06 | $ 9.18 |
Summary of Outstanding Warrants
Summary of Outstanding Warrants Exercise Price (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | |||
Exercise Price Per Share | $ 11.78 | $ 8.84 | |
Outstanding share | $ 2,059,334 | ||
Life (Years) | 1 year 9 months 7 days | 1 year 4 months 2 days | |
Weighted Average Exercise Price | $ 6.06 | $ 9.18 | |
Exercisable share | $ 2,059,334 | ||
Exercisable Weighted Average Exercise Price | $ 6.06 | $ 9.18 | |
Outstanding share | 2,052,802 | ||
Exercisable share | 2,052,802 | ||
Warrant Exercise Price One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price Per Share | $ 3.20 | $ 5.90 | |
Outstanding share | $ 67,860 | ||
Life (Years) | 3 months 10 days | 1 year 6 months | |
Weighted Average Exercise Price | $ 3.20 | $ 5.90 | |
Exercisable share | $ 67,860 | ||
Exercisable Weighted Average Exercise Price | $ 3.20 | $ 5.90 | |
Outstanding share | 12,724 | ||
Exercisable share | 12,724 | ||
Warrant Exercise Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price Per Share | $ 4 | $ 8.84 | |
Outstanding share | $ 613,497 | ||
Life (Years) | 2 years 9 months | 6 months | |
Weighted Average Exercise Price | $ 4 | $ 8.84 | |
Exercisable share | $ 613,497 | ||
Exercisable Weighted Average Exercise Price | $ 4 | $ 8.84 | |
Outstanding share | 1,218,505 | ||
Exercisable share | 1,218,505 | ||
Warrant Exercise Price Three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price Per Share | $ 5.90 | $ 9.20 | |
Outstanding share | $ 1,218,506 | ||
Life (Years) | 9 months | 1 year 9 months 14 days | |
Weighted Average Exercise Price | $ 5.90 | $ 9.20 | |
Exercisable share | $ 1,218,506 | ||
Exercisable Weighted Average Exercise Price | $ 5.90 | $ 9.20 | |
Outstanding share | 67,860 | ||
Exercisable share | 67,860 | ||
Warrant Exercise Price Four [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price Per Share | $ 8.84 | $ 11.78 | |
Outstanding share | $ 159,471 | ||
Life (Years) | 3 months | 1 year 6 months | |
Weighted Average Exercise Price | $ 8.84 | $ 11.78 | |
Exercisable share | $ 159,471 | ||
Exercisable Weighted Average Exercise Price | $ 8.84 | $ 11.78 | |
Outstanding share | 594,242 | ||
Exercisable share | 594,242 | ||
Warrant Exercise Price Five [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price Per Share | $ 11.78 | ||
Life (Years) | 9 months | ||
Weighted Average Exercise Price | $ 11.78 | ||
Exercisable Weighted Average Exercise Price | $ 11.78 | ||
Outstanding share | 159,471 | ||
Exercisable share | 159,471 |
Summary of Options (Details)
Summary of Options (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Options, Balance outstanding | 1,733,824 | 1,498,010 | |
Weighted Average Exercise Price, Balance outstanding | $ 6.20 | $ 5.90 | |
Options granted | 252,779 | 1,498,010 | |
Weighted Average Exercise Price, granted | $ 8.06 | $ 5.90 | |
Options exercised | |||
Weighted Average Exercise Price, exercised | |||
Options expired or forfeited | (136,993) | (16,965) | |
Weighted Average Exercise Price, expired or forfeited | $ 5.93 | $ 5.90 | |
Options, Balance outstanding | 1,596,831 | 1,733,824 | 1,498,010 |
Weighted Average Exercise Price, Balance outstanding | $ 6.24 | $ 6.20 | $ 5.90 |
Options, Balance exercisable | 1,028,503 | 747,450 | |
Weighted Average Exercise Price, Balance exercisable | $ 6.34 | $ 5.96 |
Summary of Outstanding Options
Summary of Outstanding Options Exercise Price (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Outstanding, Share | 1,596,831 | 1,733,824 | 1,498,010 | |
Outstanding, Life (Years) | 6 years 11 months 12 days | 7 years 8 months 1 day | ||
Outstanding, Weighted Average Exercise Price | $ 6.24 | $ 6.20 | $ 5.90 | |
Exercisable Shares | 1,028,503 | 747,450 | ||
Exercisable Weighted Average Exercise Price | $ 6.34 | $ 5.96 | ||
Exercise Price Range One [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise Price Per Share | $ 5.90 | $ 5.90 | ||
Outstanding, Share | 1,413,185 | 1,548,905 | ||
Outstanding, Life (Years) | 7 years 3 months 29 days | 8 years 7 days | ||
Outstanding, Weighted Average Exercise Price | $ 5.90 | $ 5.90 | ||
Exercisable Shares | 875,960 | 728,930 | ||
Exercisable Weighted Average Exercise Price | $ 5.90 | $ 5.90 | ||
Exercise Price Range Two [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Exercise Price Per Share | $ 8.84 | $ 8.84 | ||
Outstanding, Share | 183,646 | 184,919 | ||
Outstanding, Life (Years) | 4 years 1 month 28 days | 4 years 10 months 24 days | ||
Outstanding, Weighted Average Exercise Price | $ 8.84 | $ 8.84 | ||
Exercisable Shares | 152,543 | 18,520 | ||
Exercisable Weighted Average Exercise Price | $ 8.84 | $ 8.84 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 20, 2022 | Dec. 08, 2022 | Sep. 24, 2022 | Jul. 15, 2022 | May 16, 2022 | May 09, 2022 | Mar. 17, 2022 | Sep. 24, 2021 | Jul. 01, 2021 | May 17, 2021 | Mar. 21, 2021 | Mar. 17, 2021 | Feb. 28, 2023 | Jan. 31, 2023 | Oct. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 08, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2022 | Sep. 01, 2022 | Dec. 01, 2021 | Jul. 13, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Common Stock, Shares, Outstanding | 12,419,155 | 12,419,155 | 11,899,865 | 10,995,066 | ||||||||||||||||||||||||
Warrant exercise price | $ 11.78 | $ 8.84 | ||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ 114,000 | $ 1,558,000 | $ 1,558,000 | |||||||||||||||||||||||||
Number of warrant issued | 21,206 | 21,206 | 91,611 | 1,218,506 | ||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 2,059,334 | |||||||||||||||||||||||||||
Aggregate value of common stock | $ 1,425,000 | 1,620,000 | 1,620,000 | |||||||||||||||||||||||||
Stock price | $ 4 | $ 4 | ||||||||||||||||||||||||||
Financing Costs | 943,000 | $ 1,519,000 | 1,554,000 | 2,497,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 288,909 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | 70,000 | $ 341,000 | 706,000 | 1,309,000 | 1,545,000 | $ 1,744,000 | ||||||||||||||||||||||
Outstanding options, intrinsic value | $ 0 | $ 0 | $ 3,300,000 | |||||||||||||||||||||||||
Warrants issued | 444,059 | |||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 1 year 9 months 7 days | 1 year 9 months 7 days | 1 year 4 months 2 days | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 13,600,000 | |||||||||||||||||||||||||||
Volatility | 91% | |||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||
Weighted average risk-free interest rate | 4.72% | |||||||||||||||||||||||||||
Compensation expense | $ 2,133,000 | 1,965,000 | $ 2,600,000 | $ 1,500,000 | ||||||||||||||||||||||||
Unvested compensation related to stock options | $ 0 | 0 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 252,779 | 1,498,010 | ||||||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ 1,700,000 | $ 7,600,000 | ||||||||||||||||||||||||||
Unvested compensation expense | $ 2,855,000 | $ 2,855,000 | 5,100,000 | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ 1,500,000 | |||||||||||||||||||||||||||
Estimated market value | $ 6.24 | $ 6.24 | $ 6.20 | $ 5.90 | ||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 252,779 | 1,498,010 | ||||||||||||||||||||||||||
Options exercisable price | $ 6.34 | $ 6.34 | $ 5.96 | |||||||||||||||||||||||||
Common stock issuable shares | 235,606 | 235,606 | 235,606 | |||||||||||||||||||||||||
Common shares issued in the exercise of warrants, shares | 2,052,802 | 2,052,802 | ||||||||||||||||||||||||||
Common shares issued in the exercise of warrants, shares | $ 6.06 | $ 6.06 | $ 9.18 | |||||||||||||||||||||||||
Sale of convertible promissory notes | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||
Fair value warrants | $ 76,000 | $ 76,000 | $ 76,000 | $ 2,482,000 | ||||||||||||||||||||||||
Notes Payable [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common shares issued in private offerings, shares | 220,550 | |||||||||||||||||||||||||||
Aggregate value of common stock | $ 1,313,000 | |||||||||||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Compensation expense | $ 114,000 | 17,000 | ||||||||||||||||||||||||||
Advisory Board Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Stock price | $ 5.90 | |||||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 382,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||||||||||
Volatility | 108% | |||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||
Weighted average risk-free interest rate | 25% | |||||||||||||||||||||||||||
Compensation expense | 94,000 | 288,000 | ||||||||||||||||||||||||||
Unvested compensation related to stock options | 0 | |||||||||||||||||||||||||||
Geoffrey Andersen [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,179 | |||||||||||||||||||||||||||
Options vested | 8,348 | |||||||||||||||||||||||||||
Vested exercise price | $ 5.90 | |||||||||||||||||||||||||||
Options vested | 1,697 | |||||||||||||||||||||||||||
Options exercisable price | $ 8.84 | |||||||||||||||||||||||||||
Options vetsed fair value | $ 62,000 | |||||||||||||||||||||||||||
Geoffrey Andersen [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Stock price | $ 8.84 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 990,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |||||||||||||||||||||||||||
Volatility | 183% | |||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||
Weighted average risk-free interest rate | 4.04% | |||||||||||||||||||||||||||
Compensation expense | $ 83,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 169,650 | |||||||||||||||||||||||||||
Options vested | 14,137 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | two-year | |||||||||||||||||||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 250,000 | |||||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 5,000,000 | |||||||||||||||||||||||||||
Base salary | $ 325,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 16,965 | |||||||||||||||||||||||||||
Steven Handy [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Compensation expense | 266,000 | 269,000 | ||||||||||||||||||||||||||
Steven Handy [Member] | Employement Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Stock price | $ 8.84 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 220,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |||||||||||||||||||||||||||
Volatility | 108% | |||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||
Weighted average risk-free interest rate | 2.81% | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 33,930 | |||||||||||||||||||||||||||
Base salary | $ 200,000 | |||||||||||||||||||||||||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 220,000 | |||||||||||||||||||||||||||
Severance payment | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||
Mr. Destler [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Stock price | $ 5.90 | |||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 5.90 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 7 years | |||||||||||||||||||||||||||
Volatility | 107% | |||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||
Weighted average risk-free interest rate | 1.34% | |||||||||||||||||||||||||||
Compensation expense | $ 1,700,000 | $ 1,100,000 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 1,357,200 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ 6,800,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Apr. 01, 2031 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number | 28,275 | |||||||||||||||||||||||||||
2022 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,000,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 7,179,362 | |||||||||||||||||||||||||||
2022 Stock Incentive Plan [Member] | Geoffrey Andersen [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 8.84 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Dec. 08, 2027 | |||||||||||||||||||||||||||
2022 Stock Incentive Plan [Member] | Steven Handy [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Stock price | $ 5.90 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | |||||||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,000,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 0 | |||||||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | Employement Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Stock price | $ 5.90 | |||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 5.90 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||||||||||
Volatility | 106% | |||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||
Weighted average risk-free interest rate | 0.83% | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 101,790 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ 462,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | May 17, 2026 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number | 8,483 | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | 2022 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common shares issued in private offerings, shares | 0 | |||||||||||||||||||||||||||
Number of share granted | 67,860 | |||||||||||||||||||||||||||
Fair value of shares granted in private offering | $ 600,000 | |||||||||||||||||||||||||||
Vesting conditions | The RSUs vest on the earliest of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $10 million | |||||||||||||||||||||||||||
Unvested compensation | 224,000 | $ 388,000 | ||||||||||||||||||||||||||
Share based payment options non vested | $ 25,000 | $ 25,000 | $ 362,000 | |||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 84,825 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 16,965 | 16,965 | ||||||||||||||||||||||||||
Number of shares issued | 7,764 | |||||||||||||||||||||||||||
Number of share vested | 43,131 | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | 2022 Stock Incentive Plan [Member] | Forecast [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common shares issued in private offerings, shares | 0 | |||||||||||||||||||||||||||
Number of share granted | 84,825 | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | 2022 Stock Incentive Plan [Member] | Employees And Executives [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of share granted | 67,860 | |||||||||||||||||||||||||||
Fair value of shares granted in private offering | $ 600,000 | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | 2022 Stock Incentive Plan [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of share granted | 16,965 | |||||||||||||||||||||||||||
Fair value of shares granted in private offering | $ 150,000 | |||||||||||||||||||||||||||
Vesting conditions | The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $5 million. | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | 2022 Stock Incentive Plan [Member] | Geoffrey Andersen [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of share granted | 16,965 | |||||||||||||||||||||||||||
Fair value of shares granted in private offering | $ 150,000 | |||||||||||||||||||||||||||
Vesting conditions | The RSUs vest on the earlier of twelve months from the date of grant, or a strategic transaction including the Company being acquired, an initial public offering, or a liquidity event more than $5 million | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Estimated market value | $ 4 | $ 4 | $ 8 | |||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | 2022 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Stock price | 8.06 | |||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 5.90 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | |||||||||||||||||||||||||||
Volatility | 111% | |||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||
Weighted average risk-free interest rate | 2.51% | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 235,813 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 25,448 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ 306,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 5 years | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Stock price | $ 13.76 | |||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 5.90 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||||||||||
Volatility | 115% | |||||||||||||||||||||||||||
Dividend rate | 0% | |||||||||||||||||||||||||||
Weighted average risk-free interest rate | 1.12% | |||||||||||||||||||||||||||
Compensation expense | $ 466,000 | $ 61,000 | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 16,965 | |||||||||||||||||||||||||||
Stock Issued During Period, Shares, Employee Benefit Plan | 37,500 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Employee Benefit Plan | $ 310,000 | |||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 5 years 8 months 1 day | |||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Aggregate value of common stock | $ 706,000 | $ 1,500,000 | ||||||||||||||||||||||||||
Stock price | $ 8.84 | $ 5.90 | ||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 13,572 | 84,221 | 174,739 | |||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 53,000 | |||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 5.90 | |||||||||||||||||||||||||||
Other Expenses | $ 10,000 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | 5 years | ||||||||||||||||||||||||||
Volatility | 111% | 110% | ||||||||||||||||||||||||||
Dividend rate | 0% | 0% | ||||||||||||||||||||||||||
Weighted average risk-free interest rate | 2.51% | 0.90% | ||||||||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 13,572 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 13,572 | |||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 80,000 | |||||||||||||||||||||||||||
Consultants [Member] | Advisory Board Agreement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price | $ 5.90 | $ 11.78 | $ 11.78 | $ 5.90 | ||||||||||||||||||||||||
Number of warrant issued | 33,930 | 33,930 | 33,930 | |||||||||||||||||||||||||
Other Expenses | $ 5,000 | |||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 3 years | 3 years | 3 years | |||||||||||||||||||||||||
Senior Convertible Note Holders [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common shares issued in private offerings, shares | 282,522 | |||||||||||||||||||||||||||
Financing Costs | $ 1,519,000 | |||||||||||||||||||||||||||
Common stock issuable shares | 192,475 | 192,475 | ||||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price | $ 11.78 | $ 8.84 | ||||||||||||||||||||||||||
Common shares issued in private offerings, shares | 183,223 | 881,332 | ||||||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,600,000 | $ 5,200,000 | ||||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 8.84 | $ 5.90 | ||||||||||||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Dec. 31, 2023 | Dec. 31, 2022 | ||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 91,611 | |||||||||||||||||||||||||||
IPO [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price | $ 4 | |||||||||||||||||||||||||||
Stock price | $ 4 | |||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price | $ 8.84 | |||||||||||||||||||||||||||
Maximum [Member] | 2022 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 15,000,000 | |||||||||||||||||||||||||||
Maximum [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 7,000,000 | |||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price | $ 5.90 | |||||||||||||||||||||||||||
Minimum [Member] | 2016 Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 1,000,000 | |||||||||||||||||||||||||||
Series A Preferred Stocks [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Preferred stock, shares desginated | 1 | |||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding | 1 | |||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price | $ 3.20 | $ 3.20 | $ 5.90 | $ 5.90 | $ 5.90 | |||||||||||||||||||||||
Proceeds from exercise of warrants | $ 114,000 | |||||||||||||||||||||||||||
Number of warrant issued | 21,206 | 21,206 | 264,315 | 1,218,506 | ||||||||||||||||||||||||
Common shares issued in private offerings, shares | 264,315 | |||||||||||||||||||||||||||
Stock price | $ 4 | $ 4 | ||||||||||||||||||||||||||
Outstanding options, intrinsic value | $ 10,000 | $ 10,000 | $ 143,000 | |||||||||||||||||||||||||
Estimated market value | $ 4 | $ 4 | $ 8 | |||||||||||||||||||||||||
Sale of Stock, Price Per Share | 8.84 | $ 5.89 | ||||||||||||||||||||||||||
Common stock shares purchased | 11.78 | $ 8.84 | ||||||||||||||||||||||||||
Warrants term modification | The original warrant term of eighteen (18) months was modified by the Board on July 13, 2021 to expire on December 31, 2022, and again on December 20, 2022, to expire on June 30, 2023. | |||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1,218,506 | |||||||||||||||||||||||||||
Common stock percentage amount | 80% | 80% | 80% | |||||||||||||||||||||||||
Compensation expense | $ 0 | $ 80,000 | ||||||||||||||||||||||||||
Common shares issued in the exercise of warrants, shares | 19,255 | 19,255 | ||||||||||||||||||||||||||
Warrants maturity date | Dec. 31, 2023 | Dec. 31, 2023 | ||||||||||||||||||||||||||
Common shares issued in the exercise of warrants, shares | 594,242 | 594,242 | ||||||||||||||||||||||||||
Common shares issued in the exercise of warrants, shares | $ 8.84 | $ 8.84 | ||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price | $ 5.90 | |||||||||||||||||||||||||||
Warrants and Rights Outstanding | $ 264,315 | |||||||||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 1,600,000 | |||||||||||||||||||||||||||
Warrant [Member] | IPO [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Percentage of warrants exercisable | 115% | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Number of warrant issued | 19,255 | 19,255 | ||||||||||||||||||||||||||
Common shares issued in private offerings, shares | 161,168 | 183,223 | 183,223 | |||||||||||||||||||||||||
Aggregate value of common stock | ||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 16,826 | 38,597 | 84,221 | 148,020 | 174,739 | 288,909 | ||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | ||||||||||||||||||||||||||||
Common shares issued with convertible notes, shares | 82,500 | 220,550 | ||||||||||||||||||||||||||
Fair value warrants | ||||||||||||||||||||||||||||
Common Stock [Member] | Senior Convertible Note Holders [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Common shares issued in private offerings, shares | 106,736 | 69,049 | ||||||||||||||||||||||||||
Aggregate value of common stock | $ 944,000 | $ 609,000 | $ 1,519,000 | $ 2,500,000 | ||||||||||||||||||||||||
Stock price | $ 8.84 | $ 8.84 | $ 8.84 | |||||||||||||||||||||||||
Financing Costs | $ 2,500,000 | |||||||||||||||||||||||||||
Common shares issued with convertible notes, shares | 379,975 | |||||||||||||||||||||||||||
Common Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||||||||||||||
Warrant exercise price | $ 5.90 |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | ||||||
Debt interest rate | 6% | 6% | ||||
Revenues | $ 33,000 | $ 10,000 | $ 80,000 | $ 30,000 | $ 53,000 | $ 40,000 |
Advance royalties | $ 1,600,000 | 1,600,000 | 1,600,000 | |||
Royalty expense | 30,000,000 | 30,000,000 | ||||
Mr. Booth [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Royalty expense | $ 30,000,000 | $ 30,000,000 | ||||
Percentage of consideration received | 0.30% | 0.30% | 0.30% | |||
Strategic transaction consideration | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | |||
Royalty percentage | 0.25% | 0.25% | ||||
Minimum [Member] | Mr. Booth [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 0.20% | 0.20% | 0.20% | |||
Strategic transaction consideration | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||
Maximum [Member] | Mr. Booth [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 0.40% | 0.40% | 0.40% | |||
Strategic transaction consideration | $ 150,000,000 | $ 150,000,000 | $ 150,000,000 | |||
Seller [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Concentration risk, percentage | 8% | 8% | ||||
License [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Revenues | $ 1,600,000 | $ 1,600,000 | ||||
Percentage of consideration received | 7.60% | 7.60% | 7.60% | |||
License [Member] | Mr. Booth [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 0.40% | 0.40% | 0.40% | |||
Product [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Concentration risk, percentage | 4.75% | 4.75% | ||||
DisperSolar LLC [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 5.70% | |||||
Strategic transaction consideration | $ 100,000,000 | |||||
DisperSolar LLC [Member] | Minimum [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 3.80% | |||||
Strategic transaction consideration | $ 50,000,000 | |||||
DisperSolar LLC [Member] | Maximum [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 7.60% | |||||
Strategic transaction consideration | $ 150,000,000 | |||||
DisperSolar LLC [Member] | Earnout Payments [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Earnout payments, description | earnout payments of $800,000 payable on the on-going basis at a rate of 50% of gross margin and/or license revenue from the date of the first commercial sale of a covered product or the first receipt by the Company of license revenue | earnout payments of $800,000 payable on the on-going basis at a rate of 50% of gross margin and/or license revenue from the date of the first commercial sale of a covered product or the first receipt by the Company of license revenue | ||||
Payments to acquire intangible assets | $ 800,000 | $ 800,000 | ||||
Strategic Transaction Consideration [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 5.70% | 5.70% | ||||
Strategic transaction consideration | $ 100,000,000 | $ 100,000,000 | ||||
Strategic Transaction Consideration [Member] | Minimum [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 3.80% | 3.80% | ||||
Strategic transaction consideration | $ 50,000,000 | $ 50,000,000 | ||||
Strategic Transaction Consideration [Member] | Maximum [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Percentage of consideration received | 7.60% | 7.60% | ||||
Strategic transaction consideration | $ 150,000,000 | $ 150,000,000 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit at federal statutory rate | (21.00%) | (21.00%) |
State income tax benefit, net of federal benefit | (6.00%) | (6.00%) |
Change in valuation allowance | 27% | 27% |
Income taxes at effective tax rate |
Schedule of Components of Defer
Schedule of Components of Deferred Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 6,284,000 | $ 4,523,000 |
Less: Valuation allowance | (6,284,000) | (4,523,000) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Federal state and local tax, expense | $ 23.3 |
Maximum [Member] | Shareholders [Member] | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Equity ownership, percentage | 50% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 19, 2023 | Jul. 20, 2023 | Jul. 01, 2023 | Apr. 16, 2023 | Apr. 05, 2023 | Mar. 31, 2023 | Jan. 09, 2023 | Jan. 01, 2023 | Jul. 15, 2022 | Jul. 01, 2022 | Jan. 02, 2022 | Jul. 14, 2021 | Mar. 15, 2021 | Nov. 20, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||||||||||||||
Payments to related party, debt | $ 10,000 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 6.34 | $ 6.34 | $ 5.96 | |||||||||||||||||
Share Price | $ 4 | $ 4 | ||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 91% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.72% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 252,779 | 1,498,010 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,425,000 | 1,620,000 | $ 1,620,000 | |||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 2,133,000 | 1,965,000 | 2,600,000 | $ 1,500,000 | ||||||||||||||||
Stock issued for service, shares | 288,909 | |||||||||||||||||||
Stock issued for service, values | $ 70,000 | $ 341,000 | 706,000 | 1,309,000 | 1,545,000 | $ 1,744,000 | ||||||||||||||
Proceeds from related party debt | 180,000 | |||||||||||||||||||
Mr. Destler [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Rent payments | 45,000 | |||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Payments to related party, debt | 29,000 | |||||||||||||||||||
Mr Klausner [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock issued for service, shares | 16,965 | 10,179 | ||||||||||||||||||
Stock issued for service, values | $ 60,000 | 200,000 | ||||||||||||||||||
Steven Handy [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Payment to employee | 6,000 | |||||||||||||||||||
Aaron Danks [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Other expenses | $ 26,000 | |||||||||||||||||||
Geoffrey Andersen [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 8.84 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,179 | |||||||||||||||||||
Vendor [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Proceeds from related party debt | $ 5,000 | |||||||||||||||||||
Changes in interest payable | 5,000 | |||||||||||||||||||
Vendor One [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Proceeds from related party debt | $ 20,000 | |||||||||||||||||||
Changes in interest payable | 20,000 | |||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Proceeds from related party debt | $ 10,000 | |||||||||||||||||||
Changes in interest payable | 10,000 | |||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Proceeds from related party debt | $ 40,000 | |||||||||||||||||||
Changes in interest payable | $ 40,000 | |||||||||||||||||||
Equity Option [Member] | Geoffrey Andersen [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 9,848 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 5.90 | |||||||||||||||||||
Share Price | $ 9.90 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 110% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.90% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 9,848 | |||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 52,000 | |||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 52,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 161,168 | 183,223 | 183,223 | |||||||||||||||||
Stock Issued During Period, Value, New Issues | ||||||||||||||||||||
Stock issued for service, shares | 16,826 | 38,597 | 84,221 | 148,020 | 174,739 | 288,909 | ||||||||||||||
Stock issued for service, values | ||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 60,000 | |||||||||||||||||||
Stock issued for service, shares | 19,323 | |||||||||||||||||||
Stock issued for service, values | $ 400,000 | |||||||||||||||||||
Three Year Consulting Agreement [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 4,242 | |||||||||||||||||||
Shares Granted, Value, Share-Based Payment Arrangement, before Forfeiture | $ 25,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,179 | 8,483 | ||||||||||||||||||
Three Year Consulting Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 10,179 | 10,179 | ||||||||||||||||||
One Year Consulting Agreement [Member] | Equity Option [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,697 | |||||||||||||||||||
Share Price | $ 9.90 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 110% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.90% | |||||||||||||||||||
One Year Consulting Agreement [Member] | Common Stock [Member] | Equity Option [Member] | ||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||
Shares Granted, Value, Share-Based Payment Arrangement, before Forfeiture | $ 10,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,697 | |||||||||||||||||||
Payments to related party, debt | $ 2,500 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 9.90 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 02, 2023 shares | Apr. 16, 2023 USD ($) $ / shares shares | Feb. 22, 2023 shares | Feb. 21, 2023 USD ($) | Jul. 31, 2023 | Feb. 28, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | Nov. 20, 2023 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Apr. 16, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Oct. 01, 2023 USD ($) | |
Subsequent Event [Line Items] | ||||||||||||||||
shares issued during reverse stock split | shares | 0.6786 | 0.6786 | 0.6786 | |||||||||||||
Proceeds from Warrant Exercises | $ 114,000 | $ 1,558,000 | $ 1,558,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 21,206 | 21,206 | 91,611 | 1,218,506 | ||||||||||||
Warrants exercise price | $ / shares | $ 11.78 | $ 8.84 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 288,909 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 70,000 | $ 341,000 | $ 706,000 | 1,309,000 | $ 1,545,000 | $ 1,744,000 | ||||||||||
Convertible notes | $ 250,000 | $ 250,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Debt conversion price | 80% | 80% | ||||||||||||||
Holders right description | The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: (A) eighty percent (80%) of the aggregate principal amount of the Holder’s Note(s) delivered pursuant to the Note and Warrant Purchase Agreement; by (B) 80% of $4.00, the current midpoint price of the Company’s prospective IPO. For example, $100,000 aggregate principal amount of Note x 80% = $80,000) / ($4.00 current midpoint price of prospective IPO x 80% = $3.20) = 25,000 warrants. The exercise price per share shall be equal to 80% of the offering price per share of common stock of the Company in its first underwritten public offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $10,000,000 of its equity securities, as a result of or following which the Company shall be a reporting issuer under the Securities and Exchange Act of 1934, as amended, and its common stock shall be listed on the Nasdaq Stock Market. This Warrant shall be exercisable, in whole or in part: (i) after the earlier to occur of: (A) the consummation of the IPO; or (B) six months after the date of this Warrant; and (ii) prior to the Warrant expiration date which is twelve months after the date of this Warrant. | The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: (A) eighty percent (80%) of the aggregate principal amount of the Holder’s Note(s) delivered pursuant to the Note and Warrant Purchase Agreement; by (B) 80% of $4.00, the current midpoint price of the Company’s prospective IPO. For example, $100,000 aggregate principal amount of Note x 80% = $80,000) / ($4.00 current midpoint price of prospective IPO x 80% = $3.20) = 25,000 warrants. The exercise price per share shall be equal to 80% of the offering price per share of common stock of the Company in its first underwritten public offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $10,000,000 of its equity securities, as a result of or following which the Company shall be a reporting issuer under the Securities and Exchange Act of 1934, as amended, and its common stock shall be listed on the Nasdaq Stock Market. This Warrant shall be exercisable, in whole or in part: (i) after the earlier to occur of: (A) the consummation of the IPO; or (B) six months after the date of this Warrant; and (ii) prior to the Warrant expiration date which is twelve months after the date of this Warrant. | ||||||||||||||
Debt interest rate | 6% | 6% | ||||||||||||||
Share price | $ / shares | $ 4 | $ 4 | ||||||||||||||
Common shares issued in private offerings | $ 1,425,000 | $ 1,620,000 | $ 1,620,000 | |||||||||||||
Proceeds from debt issuance | $ 3,034,000 | |||||||||||||||
Debt discount | $ 695,000 | $ 695,000 | $ 539,000 | |||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Convertible notes | 1,062,000 | $ 1,062,000 | ||||||||||||||
Debt interest rate | 12% | |||||||||||||||
Common shares issued in private offerings, shares | shares | 20,000 | |||||||||||||||
Debt discount | $ 41,000 | $ 41,000 | ||||||||||||||
Convertible Promissory Note [Member] | Investor [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common shares issued in private offerings | 100,000 | |||||||||||||||
Unsecured Promissory Note [Member] | Donald Danks [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Unsecured Debt | $ 225,000 | |||||||||||||||
Proceeds from debt issuance | $ 180,000 | |||||||||||||||
Orignal debt discount percent | 20% | |||||||||||||||
Debt discount | $ 45,000 | |||||||||||||||
Unsecured Promissory Note [Member] | Lender [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt interest rate | 12% | |||||||||||||||
Proceeds from debt issuance | $ 500,000 | |||||||||||||||
Qualified Public Offering [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Increase in outstanding balance, percentage | 10% | 10% | ||||||||||||||
Increase in outstanding balance additional, percentage | 2.50% | 2.50% | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from Warrant Exercises | $ 114,000 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 21,206 | 21,206 | 264,315 | 1,218,506 | ||||||||||||
Warrants exercise price | $ / shares | $ 3.20 | $ 3.20 | $ 5.90 | $ 5.90 | $ 5.90 | |||||||||||
Share price | $ / shares | 4 | 4 | ||||||||||||||
Common shares issued in private offerings, shares | shares | 264,315 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 19,255 | 19,255 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 16,826 | 38,597 | 84,221 | 148,020 | 174,739 | 288,909 | ||||||||||
Stock Issued During Period, Value, Issued for Services | ||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 10 | |||||||||||||||
Common shares issued in private offerings, shares | shares | 161,168 | 183,223 | 183,223 | |||||||||||||
Common shares issued in private offerings | ||||||||||||||||
Common Stock [Member] | Qualified Public Offering [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from Warrant Exercises | $ 114,000 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 16,965 | 16,965 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 19,323 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 400,000 | |||||||||||||||
Convertible notes | $ 200,000 | $ 200,000 | ||||||||||||||
Debt conversion price | 80% | |||||||||||||||
Holders right description | The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: (A) eighty percent (80%) of the aggregate principal amount of the Holder’s Note(s) delivered pursuant to the Note and Warrant Purchase Agreement; by (B) 80% of $4.00, the current midpoint price of the Company’s prospective IPO. For example, $100,000 aggregate principal amount of Note x 80% = $80,000) / ($4.00 current midpoint price of prospective IPO x 80% = $3.20) = 25,000 warrants. The exercise price per share shall be equal to 80% of the offering price per share of common stock of the Company in its first underwritten public offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $10,000,000 of its equity securities, as a result of or following which the Company shall be a reporting issuer under the Securities and Exchange Act of 1934, as amended, and its common stock shall be listed on the Nasdaq Stock Market. This Warrant shall be exercisable, in whole or in part: (i) after the earlier to occur of: (A) the consummation of the IPO; or (B) six months after the date of this Warrant; and (ii) prior to the Warrant expiration date which is twelve months after the date of this Warrant. | |||||||||||||||
Number of common stock shares of restricted common stock | shares | 60,000 | |||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Convertible notes | $ 335,000 | $ 335,000 | ||||||||||||||
Debt interest rate | 12% | 12% | ||||||||||||||
Maturity date description | The Notes shall be due and payable on the date that is six (6) months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company and Lender may, upon mutual written agreement, extend such maturity date an additional six (6) months (such extended maturity date, (the “Extended Maturity Date”). | |||||||||||||||
Share price | $ / shares | $ 3 | $ 3 | ||||||||||||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | Investor [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common shares issued in private offerings, shares | shares | 20,000 | |||||||||||||||
Common shares issued in private offerings | $ 100,000 | |||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | Donald Danks [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Unsecured Debt | 225,000 | |||||||||||||||
Proceeds from debt issuance | $ 180,000 | |||||||||||||||
Orignal debt discount percent | 20% | |||||||||||||||
Debt discount | $ 45,000 | |||||||||||||||
Subsequent Event [Member] | Unsecured Promissory Note [Member] | Lender [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt interest rate | 12% | |||||||||||||||
Proceeds from debt issuance | $ 500,000 | |||||||||||||||
Subsequent Event [Member] | Promissory Notes [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Convertible notes | $ 400,000 | |||||||||||||||
Subsequent Event [Member] | Qualified Public Offering [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Increase in outstanding balance, percentage | 10% | |||||||||||||||
Increase in outstanding balance additional, percentage | 2.50% | 2.50% | ||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 19,323 | 19,323 | ||||||||||||||
Warrants exercise price | $ / shares | $ 5.90 | $ 5.90 | ||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 19,323 | 19,323 | ||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.10 | |||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Qualified Public Offering [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Jul. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable | ||||||
Senior Convertible Notes and Warrants | [1] | $ 118,000 | $ 3,491,000 | |||
Convertible Notes and Warrants | [2] | 150,000 | ||||
Convertible Note and Restricted Shares | [3] | 462,000 | ||||
Total notes payable | 730,000 | $ 100,000 | 3,491,000 | |||
Less debt discount | (61,000) | 0 | $ (2,326,000) | |||
Total senior convertible notes payable, net | $ 669,000 | $ 100,000 | $ 100,000 | $ 3,491,000 | $ 1,265,000 | |
[1]Senior Convertible Notes and Warrants[2]Convertible Promissory Notes and Warrants[3]Convertible Promissory Notes and Restricted Shares |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable (Details) (Parenthetical) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 20, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | May 16, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) | Feb. 28, 2023 USD ($) $ / shares shares | Jan. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Number of warrant issued | shares | 21,206 | 21,206 | 91,611 | 1,218,506 | |||||||||
Accrue interest | 6% | 6% | |||||||||||
Percentage of common stock purchase price | 80% | 80% | |||||||||||
Share price | $ / shares | $ 4 | $ 4 | $ 4 | ||||||||||
Common stock intial public offering rate | 50% | ||||||||||||
Debt instrument redemption price percentage | 15% | ||||||||||||
Debt, weighted average interest rate | 12% | ||||||||||||
Long-term debt, term | 12 months | ||||||||||||
Gain loss on equity securities | $ 8,000,000 | $ 10,000,000 | |||||||||||
Common shares issued in private offerings | $ 1,425,000 | $ 1,620,000 | $ 1,620,000 | ||||||||||
Warrants description | The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of the Company’s initial public offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater | The shares of common stock underlying the Notes and the Warrants are subject to registration rights, and such shares must be registered within 90 days after the effectiveness of the Company’s initial public offering. If the Company fails to register the shares within 90 days, the Company agreed to pay a penalty of a cash payment equal to 0.02857% of the principal amount and interest due and owing under any Note held by the Holder or that number shares of common stock of the Company equal 1% of the shares of common stock underlying any Note and Warrant held by the Holder, in total amount per week paid in, whichever is greater | |||||||||||
Percentage of prorata securities | 20% | 20% | |||||||||||
Accrued interest converted | $ 529,000 | 101,000 | |||||||||||
Loss on extinguishment of debt | $ 4,310,000 | ||||||||||||
Fair value warrant | 13,600,000 | ||||||||||||
Sale of convertible promissory notes | $ 250,000 | $ 250,000 | |||||||||||
Convertible promissory note | $ 669,000 | $ 100,000 | $ 100,000 | 669,000 | 669,000 | 3,491,000 | $ 1,265,000 | ||||||
Note payable | $ 730,000 | 100,000 | $ 730,000 | $ 730,000 | $ 3,491,000 | ||||||||
Notes accrued interest | $ 150,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Debt conversion price | 80% | 80% | |||||||||||
Holders rights description | The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: (A) eighty percent (80%) of the aggregate principal amount of the Holder’s Note(s) delivered pursuant to the Note and Warrant Purchase Agreement; by (B) 80% of $4.00, the current midpoint price of the Company’s prospective IPO. For example, $100,000 aggregate principal amount of Note x 80% = $80,000) / ($4.00 current midpoint price of prospective IPO x 80% = $3.20) = 25,000 warrants. The exercise price per share shall be equal to 80% of the offering price per share of common stock of the Company in its first underwritten public offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $10,000,000 of its equity securities, as a result of or following which the Company shall be a reporting issuer under the Securities and Exchange Act of 1934, as amended, and its common stock shall be listed on the Nasdaq Stock Market. This Warrant shall be exercisable, in whole or in part: (i) after the earlier to occur of: (A) the consummation of the IPO; or (B) six months after the date of this Warrant; and (ii) prior to the Warrant expiration date which is twelve months after the date of this Warrant. | The Holder shall have the right to purchase up to the number of Shares that equals the amount obtained by dividing: (A) eighty percent (80%) of the aggregate principal amount of the Holder’s Note(s) delivered pursuant to the Note and Warrant Purchase Agreement; by (B) 80% of $4.00, the current midpoint price of the Company’s prospective IPO. For example, $100,000 aggregate principal amount of Note x 80% = $80,000) / ($4.00 current midpoint price of prospective IPO x 80% = $3.20) = 25,000 warrants. The exercise price per share shall be equal to 80% of the offering price per share of common stock of the Company in its first underwritten public offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale by the Company of not less than $10,000,000 of its equity securities, as a result of or following which the Company shall be a reporting issuer under the Securities and Exchange Act of 1934, as amended, and its common stock shall be listed on the Nasdaq Stock Market. This Warrant shall be exercisable, in whole or in part: (i) after the earlier to occur of: (A) the consummation of the IPO; or (B) six months after the date of this Warrant; and (ii) prior to the Warrant expiration date which is twelve months after the date of this Warrant. | |||||||||||
Unamortized debt discount | $ 695,000 | $ 695,000 | $ 695,000 | $ 539,000 | |||||||||
Convertible Promissory Noteand Warrant [Member] | |||||||||||||
Common shares issued in private offerings, shares | shares | 48,482 | ||||||||||||
Opti Harvest [Member] | |||||||||||||
Ownership percent | 100% | 100% | 100% | ||||||||||
Conversion Agreement [Member] | |||||||||||||
Common shares issued in private offerings, shares | shares | 379,975 | ||||||||||||
Common shares issued in private offerings | $ 1,519,000 | $ 1,519,000 | |||||||||||
Debt conversion amount | 3,373,000 | ||||||||||||
Accrued interest converted | $ 685,000 | $ 685,000 | $ 685,000 | ||||||||||
Covertible debt, shares issued | shares | 2,029,306 | ||||||||||||
Common stock converted amount | $ 8,118,000 | ||||||||||||
Common stock converted amount | $ / shares | $ 4 | $ 4 | $ 4 | ||||||||||
Loss on extinguishment of debt | $ 4,060,000 | ||||||||||||
Additional loss on extinguishment of debt | 250,000 | ||||||||||||
Loss on extinguishment of debt | 4,310,000 | ||||||||||||
Fair value warrant | $ 250,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of warrant issued | shares | 19,255 | 19,255 | 19,255 | ||||||||||
Common shares issued in private offerings, shares | shares | 161,168 | 183,223 | 183,223 | ||||||||||
Common shares issued in private offerings | |||||||||||||
Conversion price percentage | 10 | ||||||||||||
Common stock, shares related to note | shares | 82,500 | 220,550 | |||||||||||
Common Stock [Member] | Convertible Note Holders [Member] | |||||||||||||
Share price | $ / shares | $ 4.42 | $ 4.42 | $ 4.42 | $ 4.42 | $ 4.42 | ||||||||
Common shares issued in private offerings, shares | shares | 213,473 | 213,473 | 138,098 | ||||||||||
Common shares issued in private offerings | $ 944,000 | $ 944,000 | $ 609,000 | ||||||||||
Common Stock Issuable [Member] | |||||||||||||
Common shares issued as financing costs | shares | 192,475 | ||||||||||||
Convertible Common Stock [Member] | |||||||||||||
Common stock intial public offering rate | 65% | ||||||||||||
IPO [Member] | |||||||||||||
Share price | $ / shares | $ 4 | ||||||||||||
Conversion price percentage | 50% | ||||||||||||
Qualified Public Offering [Member] | |||||||||||||
Increase in outstanding balance, percentage | 10% | 10% | |||||||||||
Increase in outstanding balance additional, percentage | 2.50% | 2.50% | |||||||||||
Qualified Public Offering [Member] | Common Stock [Member] | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||
Convertible Promissory Note [Member] | |||||||||||||
Accrue interest | 12% | ||||||||||||
Common shares issued in private offerings, shares | shares | 20,000 | ||||||||||||
Sale of convertible promissory notes | $ 1,062,000 | $ 1,062,000 | $ 1,062,000 | ||||||||||
Unamortized debt discount | 41,000 | 41,000 | 41,000 | ||||||||||
Accrued interest | 25,000 | 25,000 | 25,000 | ||||||||||
Principal amount | 462,000 | 462,000 | $ 462,000 | ||||||||||
Common stock, shares related to note | shares | 46,000 | ||||||||||||
Common stock issued as debt discount | $ 370,000 | ||||||||||||
Amortization on interest expense | $ 329,000 | ||||||||||||
Conversion of units | shares | 162,401 | ||||||||||||
Convertible Promissory Note [Member] | Investor [Member] | |||||||||||||
Common shares issued in private offerings | $ 100,000 | ||||||||||||
Convertible Promissory Notes [Member] | |||||||||||||
Sale of convertible promissory notes | $ 250,000 | $ 250,000 | |||||||||||
Convertible Promissory Noteand Warrant [Member] | |||||||||||||
Fair value warrant | 76,000 | ||||||||||||
Amortization of debt discount | 56,000 | ||||||||||||
Unamortized debt discount | 20,000 | 20,000 | 20,000 | ||||||||||
Accrued interest | $ 11,000 | $ 11,000 | $ 11,000 | ||||||||||
Convertible Promissory Noteand Restricted Shares [Member] | |||||||||||||
Accrue interest | 12% | 12% | 12% | ||||||||||
Share price | $ / shares | $ 3 | $ 3 | $ 3 | ||||||||||
Common shares issued in private offerings, shares | shares | 174,300 | ||||||||||||
Sale of convertible promissory notes | $ 462,000 | $ 462,000 | $ 462,000 | ||||||||||
Maturity date description | The Notes shall be due and payable on the date that is six (6) months from the date of the Notes (the “Initial Maturity Date”); provided, however, that the Company and Lender may, upon mutual written agreement, extend such maturity date an additional six (6) months (such extended maturity date, (the “Extended Maturity Date”) | ||||||||||||
Convertible Promissory Noteand Restricted Shares [Member] | Investor [Member] | |||||||||||||
Common shares issued in private offerings, shares | shares | 10,000 | ||||||||||||
Common shares issued in private offerings | $ 100,000 | ||||||||||||
Senior Convertible Promissory Notes [Member] | |||||||||||||
Notes Issued | 3,491,000 | $ 3,591,000 | |||||||||||
Principal amount owed | $ 3,491,000 | ||||||||||||
Debt conversion amount | 3,373,000 | ||||||||||||
Accrued interest converted | $ 685,000 | $ 685,000 | $ 685,000 | ||||||||||
Covertible debt, shares issued | shares | 2,029,306 | ||||||||||||
Remaining principal amount | $ 118,000 | ||||||||||||
Covertible debt, shares issuable | shares | 54,124 | 54,124 | 54,124 | ||||||||||
Convertible Promissory Noteand Warrant [Member] | |||||||||||||
Principal amount | $ 150,000 | $ 150,000 | $ 150,000 |