Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 11, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39569 | |
Entity Registrant Name | JUPITER WELLNESS, INC. | |
Entity Central Index Key | 0001760903 | |
Entity Tax Identification Number | 83-2455880 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1061 E. Indiantown Road | |
Entity Address, Address Line Two | Suite 110 | |
Entity Address, City or Town | Jupiter | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33477 | |
City Area Code | (561) | |
Local Phone Number | 244-7100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,888,888 | |
Entity Information, Former Legal or Registered Name | Not Applicable | |
Common Stock, $.001 par value per share [Member] | ||
Title of 12(b) Security | Common Stock, $.001 par value per share | |
Trading Symbol | JUPW | |
Security Exchange Name | NASDAQ | |
Warrants to purchase shares of common stock | ||
Title of 12(b) Security | Warrants to purchase shares of common stock | |
Trading Symbol | JUPWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 3,565,488 | $ 11,754,558 |
Inventory | 397,272 | 304,266 |
Account receivable | 649,650 | 695,319 |
Prepaid expenses and deposits | 880,154 | 617,302 |
Promissory Note from Affiliate | 2,908,300 | 2,908,300 |
Total current assets | 8,400,864 | 16,279,745 |
Right of use assets | 683,307 | 797,311 |
Intangible assets, net | 309,754 | 364,417 |
Intellectual property | 375,000 | 375,000 |
Prepaid Clinical research agreement costs, net | 1,287,500 | |
Goodwill | 941,937 | 941,937 |
Fixed assets, net | 87,195 | 109,055 |
Total assets | 12,085,557 | 18,867,465 |
Liabilities and Shareholders’ Equity | ||
Accounts Payable | 572,301 | 1,242,928 |
Convertible notes, net of discounts | 1,892,402 | |
Current portion of lease liability | 155,050 | 118,102 |
Accrued liabilities | 295,965 | 160,508 |
Covid - 19 SBA Loan | 47,981 | 47,547 |
Total current Liabilities | 2,963,699 | 1,569,085 |
Long-term portion lease liability | 564,935 | 695,961 |
Total liabilities | 3,528,634 | 2,265,046 |
Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding Treasury Stock, $0.001 par value, 391,723 shares repurchased | (300,151) | |
Common Stock, $0.001 par value, 100,000,000 shares authorized, of which 21,663,888 and 24,046,001 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 21,664 | 24,046 |
Additional paid-in capital | 50,426,013 | 51,668,019 |
Common stock payable | 477,000 | 285,000 |
Accumulated deficits | (42,067,603) | (35,374,646) |
Total Shareholders’ Equity | 8,556,923 | 16,602,419 |
Total Liabilities and Shareholders’ Equity | $ 12,085,557 | $ 18,867,465 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, par value | $ 0.001 | $ 0.001 |
Treasury stock, shares retired | 391,723 | 391,723 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 21,663,888 | 24,046,001 |
Common Stock, shares outstanding | 21,663,888 | 24,046,001 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Sales | $ 1,569,925 | $ 687,928 | $ 5,291,136 | $ 1,331,862 |
Cost of Sales | 1,155,617 | 685,769 | 4,255,374 | 1,123,134 |
Gross profit | 413,308 | 2,159 | 1,035,762 | 208,728 |
Operating expense | ||||
General and administrative expenses | 2,196,502 | 3,609,223 | 5,610,585 | 10,336,833 |
Impairment of Promissory Note | 1,000,000 | |||
Operating expense | 2,196,502 | 3,609,223 | 6,610,585 | 10,336,833 |
Other income / (expense) | ||||
Interest income | 483 | 3,139 | 1,424 | 5,288 |
Interest expense | (549,715) | (1,199,400) | (1,124,371) | (1,696,545) |
Other income / (expense) | (5,105) | 4,813 | 664,095 | |
Total other income (expense) | (549,232) | (1,201,366) | (1,118,134) | (1,027,162) |
Net (loss) | $ (2,332,426) | $ (4,808,430) | $ (6,692,957) | $ (11,155,267) |
Net (loss) per share: | ||||
Basic | $ (0.10) | $ (0.24) | $ (0.30) | $ (0.79) |
Weighted average number of shares | ||||
Basic | 21,530,012 | 19,821,999 | 22,191,644 | 14,151,337 |
Condensed Statement of Changes
Condensed Statement of Changes in Shareholders' Equity - USD ($) | Treasury Stock [Member] | Common Stock [Member] | Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 10,656 | $ 11,657,286 | $ (7,274,401) | $ 4,393,541 | ||
Beginning balance, shares at Dec. 31, 2020 | 10,655,833 | |||||
Common stock issued in public offering | $ 11,066 | 28,307,248 | 28,318,314 | |||
Common stock issued in public offering, shares | 11,066,258 | |||||
Common Stock issued for intellectual property | $ 125 | 524,875 | 525,000 | |||
Common Stock issued for intellectual property, shares | 125,175 | |||||
Shares issued in connection with convertible promissory note | $ 187 | 560,309 | 560,496 | |||
Shares issued in connection with convertible promissory note, shares | 186,832 | |||||
Common stock to be issued for services | $ 1,790 | 285,000 | 4,054,193 | 4,340,983 | ||
Common stock issued for services,shares | 1,789,496 | |||||
Common stock issued upon exercise of cashless options | $ 222 | (222) | ||||
Common stock issued upon exercise of cashless options, shares | 222,407 | |||||
Contributed capital | 70,818 | 70,818 | ||||
Fair value of Stock options granted to Officers and Directors | 5,046,982 | 5,046,982 | ||||
Fair value of warrants and beneficial conversion feature in connection with convertible promissory Notes | 1,446,530 | 1,446,530 | ||||
Net Loss | (28,100,245) | $ (28,100,245) | ||||
Treasury shares purchased, shares | 2,825,617 | |||||
Ending balance, value at Dec. 31, 2021 | $ 24,046 | 285,000 | 51,668,019 | (35,374,646) | $ 16,602,419 | |
Ending balance, shares at Dec. 31, 2021 | 24,046,001 | |||||
Shares issued in connection with convertible promissory note | $ 250 | 277,250 | 277,500 | |||
Shares issued in connection with convertible promissory note, shares | 250,000 | |||||
Common stock to be issued for services | 192,000 | 192,000 | ||||
Net Loss | (6,692,957) | (6,692,957) | ||||
Shares issued for services | $ 250 | 208,610 | 208,860 | |||
Shares issued for services, shares | 250,000 | |||||
Treasury shares purchased | $ (2,880,045) | $ (2,825) | 2,825 | $ (2,880,045) | ||
Treasury shares purchased, shares | 2,825,617 | (2,825,617) | 2,825,617 | |||
Treasury shares cancelled | $ 2,579,894 | (2,579,894) | ||||
Treasury shares cancelled, shares | (2,433,894) | |||||
Fair value of warrants issued and issue discounts with convertible note | 706,977 | 706,977 | ||||
Stock options issued for services | 142,169 | 142,169 | ||||
Management common shares cancelled | $ (57) | 57 | ||||
Management common shares cancelled, shares | 56,496 | |||||
Ending balance, value at Sep. 30, 2022 | $ (300,151) | $ 21,664 | $ 477,000 | $ 50,426,013 | $ (42,067,603) | $ 8,556,923 |
Ending balance, shares at Sep. 30, 2022 | 391,723 | 21,663,888 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||
Net (loss) | $ (2,332,426) | $ (4,808,430) | $ (6,692,957) | $ (11,155,267) | $ (28,100,245) |
Stock Based compensation | 400,860 | 5,538,821 | |||
Depreciation & Amortization | 72,617 | 71,044 | |||
Impairment of note receivable | 1,000,000 | ||||
Fair value of options issued for services | 142,169 | ||||
Amortization of debt discount | 996,879 | 1,604,031 | |||
Amortization Clinical research agreement | 212,500 | ||||
Gain on Settlement | (669,200) | ||||
Gain on sale of asset | (3,702) | ||||
Bad bed expense | 2,266 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||||
Prepaid expenses and deposits | (262,852) | 159,532 | |||
Right of Entry asset | 114,004 | 65,424 | |||
Accounts receivable | 43,403 | (316,770) | |||
Inventory | (93,006) | (411,108) | |||
Accounts payable | (670,627) | 112,911 | |||
Accrued liabilities | 82,330 | 16,438 | |||
Legal fees | 25,000 | ||||
Lease liability | (94,078) | (58,029) | |||
Net cash (used in) operating activities | (4,750,194) | (5,017,173) | |||
Cash flows from investing activities: | |||||
Purchase of assets | (35,392) | (84,202) | |||
Cash paid for research agreement | (1,500,000) | ||||
Cash paid for third party note | (1,000,000) | ||||
Proceeds from sale of assets | 43,000 | ||||
Net cash paid in acquisition | (293,300) | ||||
Cash paid for intellectual property | (150,000) | ||||
Net cash (used in) financing activities | (2,492,392) | (527,502) | |||
Cash flows from financing activities: | |||||
Cash paid for treasury stock | (2,880,045) | ||||
Proceeds from convertible debt, net of offering costs | 1,880,000 | 2,967,500 | |||
Borrowings on debt | 241,272 | ||||
Payments on debt | (187,711) | (3,150,000) | |||
Proceeds from Public offering | 28,318,314 | ||||
Net cash (used in) provided by investing activities | (946,484) | 28,135,814 | |||
Net (decrease) in cash and cash equivalents | (8,189,070) | 22,591,139 | |||
Cash and cash equivalents at the beginning of the period | 11,754,558 | 4,262,168 | 4,262,168 | ||
Cash and cash equivalents at the end of the period | $ 3,565,488 | $ 26,853,307 | 3,565,488 | 26,853,307 | $ 11,754,558 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||||
Cash paid for interest | |||||
Cash paid for income taxes | |||||
Non-cash items: | |||||
Common stock issued in conversion of promissory notes | 560,496 | ||||
Feature in connection with convertible notes | 706,977 | 1,446,531 | |||
Common stock issued in connection with promissory notes | 277,500 | ||||
Treasury shares cancelled | 2,579,894 | ||||
Cashless exercise of options | 222 | ||||
Initial ROU asset and lease liability | 870,406 | ||||
Fair value of shares issued for intellectual property | 525,000 | ||||
Cancellation of shares issued to management | $ 57 |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Jupiter Wellness, Inc. (the “Company”) was formed on October 24, 2018 under the laws of the State of Delaware, and is headquartered in Jupiter, Florida. Jupiter Wellness started as a CBD/sun care company developing SPF products with the potential to protect users from the sun while making them healthier. Those products were founded on science and the belief the Company could create research-backed solutions to enhance the well-being of their customers. Today the Company is focusing its scientific approach on developing prescription and/or over-the-counter, or OTC, topical CBD products that have potential therapeutic and medical applications. On November 30, 2020 the Company acquired SRM Entertainment, Limited, a Hong Kong Special Administrative Region of the People’s Republic of China limited company (“SRM”). SRM has relationships with and supplies the amusement park industry with exclusive products that are often only available to consumers inside the relevant amusement park, entertainment venues and theme hotels in Orlando Florida, Beijing China, Japan, and other places throughout the worldwide theme park industry. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a Florida corporation, Magical Beasts, LLC, a Nevada limited liability company and SRM Entertainment, Limited, a Hong Kong private limited company. All intercompany accounts and transactions have been eliminated. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were $ 3,565,488 none Inventory Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. Investments Held-to-Maturity Investments that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted for as hold-to-maturity investments (“HTM”). HTM investments are carried at amortized cost in the financial statements. For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements. Segment Reporting The Company has two reportable segments: (i) sales and development of cannabidiol based skin care and therapeutic products and (ii) sales of merchandise sold to theme parks. Net Loss per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. Schedule of Net Loss per Common Share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) $ (2,332,426 ) $ (4,808,430 ) $ (6,692,957 ) $ (11,155,267 ) Denominator: Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period 21,530,012 19,821,999 22,191,644 14,151,337 Denominator for diluted earnings per share 21,530,012 19,821,999 22,191,644 14,151,337 Basic (loss) per share $ (0.10 ) $ (0.24 ) $ (0.30 ) $ (0.79 ) Diluted (loss) per share $ (0.10 ) $ (0.24 ) $ (0.30 ) $ (0.79 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Revenue Recognition The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the year ended December 31, 2021, the Company had recorded an allowance of $ 104,851 Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment tests of goodwill as of December 31, 2021 and 2020. As a result of these tests, we recorded an impairment to the carrying value of Goodwill in the amount of $ 308,690 no Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. The Company’s evaluation of its long-lived assets resulted in $ 300,000 no Foreign Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Cumulative gains and losses from foreign currency transactions and translation for the Nine-months ended September 30, 2022 and the year ended December 31, 2021 were not material. Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 103,025 60,529 Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 2021 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 4,865,890 4,865,890 Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 3 - Accounts Receivable At September 30, 2022 and December 31, 2021, the Company had accounts receivable of $ 649,650 695,319 104,851 104,851 |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 9 Months Ended |
Sep. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Deposits | Note 4 - Prepaid Expenses and Deposits At September 30, 2022 and December 31, 2021, the Company had prepaid expenses and deposits of $ 880,154 617,302 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 - Inventory At September 30, 2022 and December 31, 2021, the Company had inventory of $ 397,272 304,266 |
Investment in Affiliate
Investment in Affiliate | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Investments [Abstract] | |
Investment in Affiliate | Note 6 Investment in Affiliate At September 30, 2022 and December 31, 2021, the Company had purchased 1,437,500 288,830 2,908,300 On November 3, 2021, JWAC filed a registration statement (“IPO”) with the Securities and Exchange Commission with an initial funding of $ 100 138,000,000 |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Note Receivable | Note 7 Note Receivable On December 8, 2021, the Company issued a Secured Promissory Note (the “Note”) in the amount of $ 10,000,000 8 5,000,000 1,000,000 In February 2022, NFP terminated the SPA and in March 2022, the Company issued a Notice of Default on the NFP Note (see Subsequent Event Footnote 19). As a result, the Company has determined that the Notes have been impaired and has taken an impairment charge of $ 10,000,000 1,000,000 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 Intangible Assets Magical Beasts In connection with the acquisition of Magical Beasts (see Note 15 below), the Company allocated the purchase price to intangible assets as follows: Schedule of Purchase Price to Intangible Assets Tradenames & trademarks $ 151,800 Customer base 651,220 Non-compete 154,500 Goodwill 308,690 Total $ 1,266,210 The Non-compete has an estimated life of two years 308,690 731,628 122,501 During the first two quarters of 2021, the Company amortized $ 25,847 96,654 SRM Entertainment In connection with the acquisition of SRM Entertainment, Limited (see Note 16 below), the Company allocated the purchase price to intangible assets as follows: Distribution Agreements $ 437,300 Goodwill 941,937 Total $ 1,379,237 The Distribution Agreements have an estimated life of six years and Goodwill has an indefinite life and will be reviewed at each subsequent reporting period to determine if the assets have been impaired. Amortization for the nine-months ended September 30, 2022 was $ 54,663 72,883 309,754 364,417 Licensing agreements During the year ended December 31, 2021, the Company entered into two licensing agreements for the rights to use certain patented technologies. The Company paid a total of $ 675,000 150,000 525,000 300,000 375,000 Clinical Research Agreement During the Nine months ended September 30, 2022, the Company entered into a Clinical Research Agreement to research new treatments for post COVID-19 syndrome and symptoms and other projects which include treatments for respiratory diseases (such as influenza), herpes, eczema, and other skin indications. As of September 30, 2022, the Company had paid $ 1,500,000 3,000,000 1,287,500 |
Financed Insurance Premiums
Financed Insurance Premiums | 9 Months Ended |
Sep. 30, 2022 | |
Insurance [Abstract] | |
Financed Insurance Premiums | Note 9 – Financed Insurance Premiums During the nine-months ended September 30, 2022, the Company financed a total of $ 241,272 9.3 53,561 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable | |
Convertible Notes Payable | Note 10 - Convertible Notes Payable At December 31, 2020, the Company had a total of $ 525,000 32,856 525,000 35,496 186,832 3.00 The 2021 Notes: In May 2021, the Company issued three Convertible Promissory Notes totaling $ 3,150,000 2,500,000 500,000 150,000 The 2021 Notes were issued with an Original Issue Discount (“OID”) of five percent (5%), a term of six months, an annual interest rate of eight percent (8%) and convertible into shares of the Company’s common stock at a conversion price of $6.00 per share. 525,000 Schedule of Assumptions for Black-Scholes Valuation Model Reporting Date Relative Fair Value Term (Years) Exercise Price Market Volatility Percentage Risk-free Rate 05/10/2021 $ 1,026,300 5 $ 6.00 $ 4.27 299 % 0.0080 05/05/2021 $ 203,532 5 $ 6.00 $ 4.21 299 % 0.0080 05/19/2021 $ 62,033 5 $ 6.00 $ 4.30 312 % 0.0089 During the year ended December 31, 2021, the 2021 Notes were paid in full in cash. Total interest expense for the Company was $ 1,736,106 The Company recorded $ 604,031 157,500 1,446,530 The 2022 Notes: On April 20, 2022 , 1,500,000 500,000 1,500,000 500,000 1,100,000 360,000 October 20, 2022 250,000 277,500 The 2022 Notes have an original issuance discount of five percent ( 5 10,000 2.79 5 2.79 The fair value of origination shares and warrants issued in connection with the 2022 Note totals $ 984,477 The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date as follows: Reporting Date Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 04/20/2022 $ 1,245,279 5 $ 2.79 $ 1.11 281 % 0.0287 The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year and Nine-months ended September 30, 2022: Schedule of Convertible Promissory Notes Balance, December 31, 2020 $ 525,000 Conversions of Notes (525,000 ) 2021 Notes 3,150,000 Cash payments on Notes (3,150,000 Principal Balance, December 31, 2021 - 2022 Notes 2,000,000 Principal Balance, September 30, 2022 $ 2,000,000 Interest expense for the nine-months ended September 30, 2022 totaled $ 1,124,371 996,879 |
Note payable issued in acquisit
Note payable issued in acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Note payable issued in acquisition | Note 11 - Note payable issued in acquisition In connection with the Acquisition of Magical Beasts, LLC (see Note 15), the Company issued a non-interest bearing $ 1,000,000 950,427 49,573 In August 2020, a Nevada court imputed a judgement of Ms. Whitley Magical Beasts 1,000,000 336,450 300,000 8,500 691,500 In January 2021, the Company entered into an Omnibus Amendment to the original Purchase Agreement (see Note 15) which satisfied the Company’s obligation on the Note. As a result, the Company recognized gain of $ 669,200 |
Covid-19 SBA Loans
Covid-19 SBA Loans | 9 Months Ended |
Sep. 30, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Covid-19 SBA Loans | Note 12 – Covid-19 SBA Loans During the year ended December 31, 2020, the Company applied for and received $ 28,878 55,700 34,499 30 3.75 47,981 47,547 |
Capital Structure
Capital Structure | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Capital Structure | Note 13 - Capital Structure Common Stock 100,000,000 0.001 100,000 0.001 21,663,888 2,825,617 24,046,001 no Year ended December 31, 2021 issuances: Conversion of Convertible Promissory Notes: During the year ended December 31, 2021, the Company converted $ 525,000 35,496 186,832 Exercise of Cashless Stock Options During the year ended December 31, 2021, a former Director of the Company exercised a portion of his stock options under the cashless provisions and was issued 47,470 15,884 159,053 Shares issued for services During the year ended December 31, 2021, the Company entered into twelve Consulting Agreements under the terms of which the Company issued 1,422,000 367,496 4,340,983 Shares issued for Intellectual Property During the year ended December 31, 2021, 2021, the Company entered into two license agreements for the use of certain patented technology under the terms of which the Company issued a total of 125,175 525,000 150,000 300,000 375,000 Shares issued in Public Offering In July 2021, the company closed an underwritten public offering (the “Offering”) of 11,066,258 0.001 11,607,142 2.79 28,318,314 442,650 Nine Months ended September 30, 2022 issuances and cancellations: Shares issued for services During the nine-months ended September 30, 2022, the Company entered into three Investor Relations Consulting Agreement under the terms of which the Company agreed to issue 550,000 400,860 300,000 Treasury Shares In November 2021, the Company engaged Oppenheimer & Co. to repurchase shares of the Company’s common stock from the public market. At December 31, 2021, Oppenheimer had not repurchased any of the Company’s securities and as of September 30, 2022 Oppenheimer had purchased 2,825,617 2,880,045 2,433,894 2,579,894 391,723 300,151 Shares issued in connection with Convertible Promissory Note On April 20, 2022 , 1,500,000 500,000 1,500,000 500,000 250,000 277,500 Management Return and Cancellation of Shares On September 28, 2022 the Company received a letter from Nasdaq stating that, because the Company made certain share issuances outside of a shareholder approved equity compensation plan, Nasdaq had determined that the Company did not comply with Listing Rule 5635(c). On July 26, 2022, the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan. The following table sets forth the issuances of the Company’s shares of common stock for the year and nine-months ended September 30, 2022 as follows: Schedule of Stock Holders Balance December 31, 2020 10,655,833 Conversion of Promissory Notes 186,832 Exercise of stock options 222,407 Stock based compensation 367,496 Consulting Services Shares 1,422,000 Intellectual property 125,175 Public offering 11,066,258 Balance December 31, 2021 24,046,001 Shares issued for services 250,000 Loan origination shares for promissory note 250,000 Shares repurchased from the market (2,825,617 ) Management shares cancelled (56,496 ) Balance September 30, 2022 21,663,888 Common Stock Payable During the year ended 2021, the Company entered into two consulting agreement which call for a cash component and a stock component. At December 31, 2021 the Company had accrued $ 285,000 192,000 477,000 |
Warrants and Options
Warrants and Options | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Warrants and Options | Note 14 - Warrants and Options Convertible Note Warrants 1,460,000 2.79 five year 525,000 6.00 five-year term Schedule of Fair Value of Warrants Using Black Scholes Method Relative Term Exercise Market Price on Grant Volatility Risk-free Reporting Date Fair Value (Years) Price Date Percentage Rate 5/5/2020 5/19/21 $ 1,888,495 5 $ 6.00 $ 4.26 299 % 0.0080 04/20/22 $ 706,977 5 $ 2.79 $ 1.11 281 % 0.0287 Public Offering Warrants: 11,607,142 2.79 442,650 3.50 Schedule of Fair Value of Warrants Using Black Scholes Method Relative Term Exercise Market Price on Grant Volatility Risk-free Reporting Date Fair Value (Years) Price Date Percentage Rate 7/26/2021 $ 20,921,265 5 $ 2.79 $ 2.03 331 % 0.0033 7/26/2021 786,395 5 $ 3.50 $ 2.03 331 % 0.0033 The following tables summarize all warrants outstanding as of September 30, 2022 and December 31, 2021, and the related changes during the period. Exercise price is the weighted average for the respective warrants and end of period. Summary of Warrant Outstanding Number of Exercise Warrants Price Stock Warrants Balance at December 31, 2020 1,123,333 $ 8.30 Warrants issued in connection with Convertible Notes (see note 10) 525,000 6.00 Warrants issued in connection with the Public offering (see note 13) 12,049,792 2.82 Balance at December 31, 2021 13,698,125 $ 3.24 Warrants issued in connection with Convertible Notes (see note 10) 1,460,000 2.79 Balance at September 30, 2022 15,158,125 $ 3.04 Warrants Exercisable at September 30, 2022 and December 31, 2021 13,698,125 $ 3.04 Options During the nine-months ended September 30, 2022 the Company entered into an Investor Relations Consulting Agreement under the terms of which the Company issued 300,000 1.00 During the year ended December 31, 2021, the Company issued a total of 4,383,950 0.25 5.59 The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. Schedule of Fair Value of Warrants Using Black Scholes Method Market Number Price on of Term Exercise Grant Volatility Fair Reporting Date Options (Years) Price Date Percentage Value 1/01/21 6/30/21 306,730 3 $ 0.25 5.59 $ 3.78 5.59 148 209 $ 1,244,179 7/1/21 9/30/21 777,220 5 $ 1.77 $ 1.58 127 % $ 816,158 10/01/21 12/31/21 3,300,000 3 $ 1.30 $ 1.30 129 % $ 2,983,393 01/01/22 300,000 2 $ 1.00 $ 0.80 126 % $ 142,169 During the nine-months ended September 30, 2022, the Company cancelled a total of 211,000 During the nine-months ended September 30, 2022, the Company recognized $ 142,169 5,046,982 4,975,619 4,675,610 |
Acquisition of Magical Beasts,
Acquisition of Magical Beasts, LLC | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition Of Magical Beasts Llc | |
Acquisition of Magical Beasts, LLC | Note 15 - Acquisition of Magical Beasts, LLC Effective February 21, 2020, Jupiter Wellness Inc., a Florida corporation (“Jupiter Sub”), our wholly-owned subsidiary, entered into a membership interest purchase agreement with Magical Beasts LLC (“Magical Beasts”), a Nevada limited liability corporation, and Krista Whitley, its sole interest holder, pursuant to which Jupiter Sub acquired all of the membership interests in Magical Beasts (the “Magical Beasts Acquisition”) in exchange for the following consideration: ● $ 250,000 ● A $ 1,000,000 950,427 ● an option to purchase 250,000 1.00 156,612 Schedule of Fair Value of Warrants Number of Market Options Term Exercise Price on Volatility Reporting Date Granted (Years) Price Grant Date Percentage Fair Value 2/21/20 250,000 5 $ 1.00 $ 1.00 77 % $ 156,612 In connection with the Magical Beasts Acquisition, Jupiter Sub shall enter into an executive employment agreement with Krista Whitley to act as our Director of Marketing, however, until such agreement is entered into, Jupiter Sub shall pay Krista Whitley an annual salary of $ 150,000 Valuation and Purchase Price Allocation According to ASC 805, the standard of value to be used in the application of purchase accounting rules is fair value. The Company utilized fair value defined in Statement of Financial Accounting Standard No. 820–10–35–37 Fair Value Measurements and Disclosures. The fair value of the consideration is as follows: Schedule of Fair Value Consideration Cash $ 250,000 Promissory Note, net of discount 950,427 Stock Options 156,612 Total Consideration paid $ 1,357,039 The purchase price allocation is as follows: Tangible assets Cash $ 4,609 Inventory 86,220 Total tangible assets 90,829 Intangible assets Tradename-Trademarks 151,800 Customer base 651,220 Non-compete 154,500 Total Intangibles 957,520 Goodwill 308,690 Total intangible net $ 1,357,039 On July 6, 2020, Brian Menke (the “Plaintiff”) in Nevada court seeking to enforce a judgement that he had obtained in 2012 against Krista Whitley, the former owner and manager of Magical Beasts LLC., in the amount of $ 250,000 1,000,000 336,450 1,000,000 300,000 8,500 8,500 308,500 1,000,000 On January 25, 2021, the Company entered into an Omnibus Amendment to: (1) the Confidential Membership Interest Purchase Agreement, dated February 21, 2020; (2) the Sales Distributor Agreement, dated February 21, 2020; and (3) the Executive Employment Agreement, dated March 31, 2020 (the “Agreements”). Pursuant to the Omnibus Amendment, the parties (i) acknowledge that the Company has fully satisfied its obligation of $ 334,000 150,000 250,000 185,000 10 5,541 As a result of the above, the Company recognized a gain of $ 669,200 691,500 22,300 In February 2021, Ms. Whitley exercised her 185,000 159,053 |
Acquisition of SRM Entertainmen
Acquisition of SRM Entertainment | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of SRM Entertainment | Note 16 – Acquisition of SRM Entertainment On November 30, 2020, Jupiter Wellness, Inc. (the “Company”), entered into and closed on a share exchange agreement (the “Exchange Agreement”) with SRM Entertainment, LTD, a Hong Kong Special Administrative Region of the People’s Republic of China limited company (“SRM”) and wholly owned subsidiary of Vinco Ventures, Inc., a Nevada corporation formerly known as Edison Nation, Inc. (“Vinco”), and the shareholders of SRM set forth in the Exchange Agreement (the “SRM Shareholders”), pursuant to which the Company acquired 100 200,000 1,040,000 50,000 150,000 50,000 200,000 200,000 Valuation and Purchase Price Allocation: According to ASC 805, the standard of value to be used in the application of purchase accounting rules is fair value. The Company utilized fair value defined in Statement of Financial Accounting Standard No. 820–10–35–37 Fair Value Measurements and Disclosures. The fair value of the consideration is as follows: Schedule of Fair Value Consideration Shares of the Company’s common stock issued 200,000 Market value of Company’s common stock (11/30/20 Nasdaq closing price) $ 5.20 Consideration paid $ 1,040,000 Net tangible liabilities assumed 339,237 Total consideration $ 1,379,237 Schedule of Purchase Price Allocation The purchase price allocation is as follows: Distribution Agreements $ 437,300 Goodwill 941,937 Total purchase price allocation $ 1,379,237 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 - Commitments and Contingencies The Company entered into a new office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows: Schedule of Minimum Annual Lease Payments Primary Period Amount Amount During Renewal Period Amount July 1 to June 30, 2022 $ 180,456 July 1 to June 30, 2027 $ 240,662 July 1 to June 30, 2023 $ 201,260 July 1 to June 30, 2028 $ 247,882 July 1 to June 30, 2024 $ 224,330 July 1 to June 30, 2029 $ 255,319 July 1 to June 30, 2025 $ 229,312 July 1 to June 30, 2026 $ 233,653 Under the new standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability of $ 870,406 8 683,307 155,050 564,935 797,311 118,102 695,961 46,466 33,885 Legal Proceedings On August 6, 2020, the Company, Messrs. John and Miller and certain affiliated entities filed a lawsuit in the United States District Court, Southern District of New York against Robert Koch, Bedford Investment Partners, LLC, Kaizen Advisors, LLC and certain other unnamed defendants. The lawsuit alleges that Mr. Koch and the other defendants are attempting to extort the Company and Messrs. John and Miller to issue the defendants shares of the Company’s common stock which they claim are owed to them. The Company asserts that they have no oral or written agreement with Mr. Koch or any of his affiliates that entitle him to shares of the Company’s common stock. The Company’s complaint seeks actual damages in the amount of $ 5,000,000 5,000,000 The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 18 – Segment Reporting The Company has two reportable segments: (i) sales and development of cannabidiol based skin and wellness care and therapeutic products and (ii) sales of merchandise sold to theme parks. Sales of the theme park merchandise are made through the Company’s wholly owned subsidiary SRM Entertainment, Inc. Condensed financial information for the Nine-months ended September 30, 2022 and 2021 follow; Schedule of Business Combination Segment Allocation 2022 2021 Jupiter Wellness Revenue $ 91,329 $ 145,791 Cost of Sales 59,745 136,132 Gross Profit (Loss) $ 31,584 $ 9,659 SRM Entertainment Revenue $ 5,199,807 $ 1,186,071 Cost of Sales 4,195,629 987,002 Gross Profit (Loss) $ 1,004,178 $ 199,069 * Combined Revenue $ 5,291,136 $ 1,331,862 Cost of Sales 4,255,374 1,123,134 Gross Profit (Loss) $ 1,035,762 $ 208,728 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 - Subsequent Events Subsequent to September 30, 2022, the Company entered into two Investor relations agreements and issued a total of 225,000 In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2022 to the date these financial statements were issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Jupiter Wellness, Inc., a Florida corporation, Magical Beasts, LLC, a Nevada limited liability company and SRM Entertainment, Limited, a Hong Kong private limited company. All intercompany accounts and transactions have been eliminated. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were $ 3,565,488 none |
Inventory | Inventory Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. |
Investments Held-to-Maturity | Investments Held-to-Maturity Investments that the Company’s management has the “positive intent and ability” to hold through maturity are classified and accounted for as hold-to-maturity investments (“HTM”). HTM investments are carried at amortized cost in the financial statements. For investments classified as HTM, no unrealized gains and losses will be recognized in financial statements. |
Segment Reporting | Segment Reporting The Company has two reportable segments: (i) sales and development of cannabidiol based skin care and therapeutic products and (ii) sales of merchandise sold to theme parks. |
Net Loss per Common Share | Net Loss per Common Share Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact of the potential common shares would be to decrease the loss per share. Schedule of Net Loss per Common Share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) $ (2,332,426 ) $ (4,808,430 ) $ (6,692,957 ) $ (11,155,267 ) Denominator: Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period 21,530,012 19,821,999 22,191,644 14,151,337 Denominator for diluted earnings per share 21,530,012 19,821,999 22,191,644 14,151,337 Basic (loss) per share $ (0.10 ) $ (0.24 ) $ (0.30 ) $ (0.79 ) Diluted (loss) per share $ (0.10 ) $ (0.24 ) $ (0.30 ) $ (0.79 ) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Revenue Recognition | Revenue Recognition The Company generates its revenue from the sale of its products directly to the end user or through a distributor (collectively the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes when shipped. Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return, refund or warranty related to our products except for cases of defective products of which there have been none to date. |
Accounts Receivable and Credit Risk | Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. During the year ended December 31, 2021, the Company had recorded an allowance of $ 104,851 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at a minimum on an annual basis. Goodwill is tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. If the reporting unit does not pass the qualitative assessment, then the reporting unit’s carrying value is compared to its fair value. The fair values of the reporting units are estimated using market and discounted cash flow approaches. Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. The discounted cash flow approach uses expected future operating results. Failure to achieve these expected results may cause a future impairment of goodwill at the reporting unit. We conducted our annual impairment tests of goodwill as of December 31, 2021 and 2020. As a result of these tests, we recorded an impairment to the carrying value of Goodwill in the amount of $ 308,690 no Intangible assets consist of patents and trademarks, purchased customer contracts, purchased customer and merchant relationships, purchased trade names, purchased technology, and non-compete agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to twenty years. No significant residual value is estimated for intangible assets. We evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the undiscounted future net cash flow the asset is expected to generate. The Company’s evaluation of its long-lived assets resulted in $ 300,000 no |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Cumulative gains and losses from foreign currency transactions and translation for the Nine-months ended September 30, 2022 and the year ended December 31, 2021 were not material. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred research and development expenses of $ 103,025 60,529 |
Stock based compensation | Stock based compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. On October 24, 2018, the inception date, the Company adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on October 24, 2018, the evaluation was performed for 2018 tax year which would be the only period subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The Company’s deferred tax asset at December 31, 2021 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 4,865,890 4,865,890 |
Related parties | Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07, which simplifies the accounting for non-employee share-based payment transactions. The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard will be effective for us in the first quarter of our fiscal year 2020, although early adoption is permitted (but no sooner than the adoption of Topic 606). The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. In February 2016, Topic 842, “Leases” was issued to replace the leases requirements in Topic 840, “Leases”. The main difference between previous GAAP and Topic 842 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. A lessee should recognize in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. Topic 842 will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods and is to be retrospectively applied. The Company has adopted this standard beginning January 1, 2019. The adoption of this standard has not had a significant impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Net Loss per Common Share | Schedule of Net Loss per Common Share For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net (loss) $ (2,332,426 ) $ (4,808,430 ) $ (6,692,957 ) $ (11,155,267 ) Denominator: Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period 21,530,012 19,821,999 22,191,644 14,151,337 Denominator for diluted earnings per share 21,530,012 19,821,999 22,191,644 14,151,337 Basic (loss) per share $ (0.10 ) $ (0.24 ) $ (0.30 ) $ (0.79 ) Diluted (loss) per share $ (0.10 ) $ (0.24 ) $ (0.30 ) $ (0.79 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Purchase Price to Intangible Assets | In connection with the acquisition of Magical Beasts (see Note 15 below), the Company allocated the purchase price to intangible assets as follows: Schedule of Purchase Price to Intangible Assets Tradenames & trademarks $ 151,800 Customer base 651,220 Non-compete 154,500 Goodwill 308,690 Total $ 1,266,210 In connection with the acquisition of SRM Entertainment, Limited (see Note 16 below), the Company allocated the purchase price to intangible assets as follows: Distribution Agreements $ 437,300 Goodwill 941,937 Total $ 1,379,237 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Notes Payable | |
Schedule of Assumptions for Black-Scholes Valuation Model | Schedule of Assumptions for Black-Scholes Valuation Model Reporting Date Relative Fair Value Term (Years) Exercise Price Market Volatility Percentage Risk-free Rate 05/10/2021 $ 1,026,300 5 $ 6.00 $ 4.27 299 % 0.0080 05/05/2021 $ 203,532 5 $ 6.00 $ 4.21 299 % 0.0080 05/19/2021 $ 62,033 5 $ 6.00 $ 4.30 312 % 0.0089 The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date as follows: Reporting Date Fair Value Term (Years) Exercise Price Market Price on Grant Date Volatility Percentage Risk-free Rate 04/20/2022 $ 1,245,279 5 $ 2.79 $ 1.11 281 % 0.0287 |
Schedule of Convertible Promissory Notes | The following table sets forth a summary of the principal balances of the Company’s convertible promissory notes activity for the year and Nine-months ended September 30, 2022: Schedule of Convertible Promissory Notes Balance, December 31, 2020 $ 525,000 Conversions of Notes (525,000 ) 2021 Notes 3,150,000 Cash payments on Notes (3,150,000 Principal Balance, December 31, 2021 - 2022 Notes 2,000,000 Principal Balance, September 30, 2022 $ 2,000,000 |
Capital Structure (Tables)
Capital Structure (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Stock Holders | The following table sets forth the issuances of the Company’s shares of common stock for the year and nine-months ended September 30, 2022 as follows: Schedule of Stock Holders Balance December 31, 2020 10,655,833 Conversion of Promissory Notes 186,832 Exercise of stock options 222,407 Stock based compensation 367,496 Consulting Services Shares 1,422,000 Intellectual property 125,175 Public offering 11,066,258 Balance December 31, 2021 24,046,001 Shares issued for services 250,000 Loan origination shares for promissory note 250,000 Shares repurchased from the market (2,825,617 ) Management shares cancelled (56,496 ) Balance September 30, 2022 21,663,888 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Fair Value of Warrants Using Black Scholes Method | The fair value of these warrants was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. Schedule of Fair Value of Warrants Using Black Scholes Method Market Number Price on of Term Exercise Grant Volatility Fair Reporting Date Options (Years) Price Date Percentage Value 1/01/21 6/30/21 306,730 3 $ 0.25 5.59 $ 3.78 5.59 148 209 $ 1,244,179 7/1/21 9/30/21 777,220 5 $ 1.77 $ 1.58 127 % $ 816,158 10/01/21 12/31/21 3,300,000 3 $ 1.30 $ 1.30 129 % $ 2,983,393 01/01/22 300,000 2 $ 1.00 $ 0.80 126 % $ 142,169 |
Summary of Warrant Outstanding | Exercise price is the weighted average for the respective warrants and end of period. Summary of Warrant Outstanding Number of Exercise Warrants Price Stock Warrants Balance at December 31, 2020 1,123,333 $ 8.30 Warrants issued in connection with Convertible Notes (see note 10) 525,000 6.00 Warrants issued in connection with the Public offering (see note 13) 12,049,792 2.82 Balance at December 31, 2021 13,698,125 $ 3.24 Warrants issued in connection with Convertible Notes (see note 10) 1,460,000 2.79 Balance at September 30, 2022 15,158,125 $ 3.04 Warrants Exercisable at September 30, 2022 and December 31, 2021 13,698,125 $ 3.04 |
Convertible Note Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Fair Value of Warrants Using Black Scholes Method | Schedule of Fair Value of Warrants Using Black Scholes Method Relative Term Exercise Market Price on Grant Volatility Risk-free Reporting Date Fair Value (Years) Price Date Percentage Rate 5/5/2020 5/19/21 $ 1,888,495 5 $ 6.00 $ 4.26 299 % 0.0080 04/20/22 $ 706,977 5 $ 2.79 $ 1.11 281 % 0.0287 |
Public Offering Warrants [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Fair Value of Warrants Using Black Scholes Method | Schedule of Fair Value of Warrants Using Black Scholes Method Relative Term Exercise Market Price on Grant Volatility Risk-free Reporting Date Fair Value (Years) Price Date Percentage Rate 7/26/2021 $ 20,921,265 5 $ 2.79 $ 2.03 331 % 0.0033 7/26/2021 786,395 5 $ 3.50 $ 2.03 331 % 0.0033 |
Acquisition of Magical Beasts_2
Acquisition of Magical Beasts, LLC (Tables) - Magical Beasts LLC [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Fair Value of Warrants | Schedule of Fair Value of Warrants Number of Market Options Term Exercise Price on Volatility Reporting Date Granted (Years) Price Grant Date Percentage Fair Value 2/21/20 250,000 5 $ 1.00 $ 1.00 77 % $ 156,612 |
Schedule of Fair Value Consideration | The fair value of the consideration is as follows: Schedule of Fair Value Consideration Cash $ 250,000 Promissory Note, net of discount 950,427 Stock Options 156,612 Total Consideration paid $ 1,357,039 The purchase price allocation is as follows: Tangible assets Cash $ 4,609 Inventory 86,220 Total tangible assets 90,829 Intangible assets Tradename-Trademarks 151,800 Customer base 651,220 Non-compete 154,500 Total Intangibles 957,520 Goodwill 308,690 Total intangible net $ 1,357,039 |
Acquisition of SRM Entertainm_2
Acquisition of SRM Entertainment (Tables) - SRM Entertainment [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value Consideration | The fair value of the consideration is as follows: Schedule of Fair Value Consideration Shares of the Company’s common stock issued 200,000 Market value of Company’s common stock (11/30/20 Nasdaq closing price) $ 5.20 Consideration paid $ 1,040,000 Net tangible liabilities assumed 339,237 Total consideration $ 1,379,237 |
Schedule of Purchase Price Allocation | Schedule of Purchase Price Allocation The purchase price allocation is as follows: Distribution Agreements $ 437,300 Goodwill 941,937 Total purchase price allocation $ 1,379,237 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Annual Lease Payments | The Company entered into a new office lease Effective July 1, 2021. The primary term of the lease is five years with one renewal option for an additional three years. Minimum annual lease payments for the primary term and one renewal are as follows: Schedule of Minimum Annual Lease Payments Primary Period Amount Amount During Renewal Period Amount July 1 to June 30, 2022 $ 180,456 July 1 to June 30, 2027 $ 240,662 July 1 to June 30, 2023 $ 201,260 July 1 to June 30, 2028 $ 247,882 July 1 to June 30, 2024 $ 224,330 July 1 to June 30, 2029 $ 255,319 July 1 to June 30, 2025 $ 229,312 July 1 to June 30, 2026 $ 233,653 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Business Combination Segment Allocation | Schedule of Business Combination Segment Allocation 2022 2021 Jupiter Wellness Revenue $ 91,329 $ 145,791 Cost of Sales 59,745 136,132 Gross Profit (Loss) $ 31,584 $ 9,659 SRM Entertainment Revenue $ 5,199,807 $ 1,186,071 Cost of Sales 4,195,629 987,002 Gross Profit (Loss) $ 1,004,178 $ 199,069 * Combined Revenue $ 5,291,136 $ 1,331,862 Cost of Sales 4,255,374 1,123,134 Gross Profit (Loss) $ 1,035,762 $ 208,728 |
Schedule of Net Loss per Common
Schedule of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Net (loss) | $ (2,332,426) | $ (4,808,430) | $ (6,692,957) | $ (11,155,267) | $ (28,100,245) |
Denominator for basic earnings per share - Weighted- average common shares issued and outstanding during the period | 21,530,012 | 19,821,999 | 22,191,644 | 14,151,337 | |
Denominator for diluted earnings per share | 21,530,012 | 19,821,999 | 22,191,644 | 14,151,337 | |
Basic (loss) per share | $ (0.10) | $ (0.24) | $ (0.30) | $ (0.79) | |
Diluted (loss) per share | $ (0.10) | $ (0.24) | $ (0.30) | $ (0.79) |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Cash equivalents | $ 3,565,488 | $ 0 | ||
Goodwill impairment | 0 | $ 308,690 | ||
Intangible impairment expense | 0 | 300,000 | ||
Research and development expense | $ 103,025 | $ 60,529 | ||
Federal and State [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Deferred tax asset | 4,865,890 | |||
Deferred tax assets operating loss carryforwards | 4,865,890 | |||
SRM Entertainment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Allowance for accounts receivable | $ 104,851 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Credit Loss [Abstract] | ||
Accounts receivable | $ 649,650 | $ 695,319 |
Allowance for accounts receivable | $ 104,851 | $ 104,851 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expense | $ 880,154 | $ 617,302 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 397,272 | $ 304,266 |
Investment in Affiliate (Detail
Investment in Affiliate (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Dec. 06, 2021 | Nov. 03, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||
IPO raised amount | $ 28,318,314 | $ 28,318,314 | ||||
IPO [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Public offering funding | $ 100,000,000 | |||||
IPO raised amount | $ 138,000,000 | |||||
Wellness Acquisition Corp [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Value of shares purchased in acquisition | $ 2,908,300 | $ 2,908,300 | ||||
Wellness Acquisition Corp [Member] | Founders Shares [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Shares purchased in acquisition | 1,437,500 | 1,437,500 | ||||
Wellness Acquisition Corp [Member] | Private Placement Units [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Shares purchased in acquisition | 288,830 | 288,830 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Feb. 28, 2022 | Jan. 07, 2022 | Sep. 30, 2022 | Jan. 06, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | |||||||
Debt face amount | $ 2,000,000 | $ 525,000 | |||||
Next Frontier Pharmaceuticals Inc [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt face amount | $ 5,000,000 | ||||||
Debt fund | $ 1,000,000 | ||||||
Secured Promissory Note [Member] | Stock Pruchase Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt face amount | $ 10,000,000 | ||||||
Debt interest percentage | 8% | ||||||
2021 Earnings [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Impairment charges | $ 10,000,000 | ||||||
2022 Earnings [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Impairment charges | $ 1,000,000 |
Schedule of Purchase Price to I
Schedule of Purchase Price to Intangible Assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | $ 309,754 | $ 364,417 |
Magical Beasts [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 1,266,210 | |
Magical Beasts [Member] | Trademarks and Trade Names [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 151,800 | |
Magical Beasts [Member] | Customer Base [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 651,220 | |
Magical Beasts [Member] | Non Compete [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 154,500 | |
Magical Beasts [Member] | Goodwill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 308,690 | |
SRM Entertainment [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 1,379,237 | |
SRM Entertainment [Member] | Goodwill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 941,937 | |
SRM Entertainment [Member] | Distribution Agreements [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | $ 437,300 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Indefinite-Lived Intangible Assets [Line Items] | |||||
Finite lived intangible assets | $ 309,754 | $ 364,417 | |||
Amortization of intangible assets | 54,663 | 72,883 | |||
Intangible assets | 309,754 | 364,417 | |||
Operating lease right-of-use asset | 683,307 | 797,311 | |||
Rights consisting cash | 3,565,488 | 11,754,558 | |||
Number of common stock issued | 28,318,314 | ||||
Intellectual property | 375,000 | 375,000 | |||
Clinical research agreement | 1,500,000 | ||||
Approximate amount for clinical research agreement | 3,000,000 | ||||
Clinical research agreement, cost | $ 1,287,500 | ||||
Terminated License [Member] | |||||
Indefinite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | 300,000 | ||||
Two Licensing Agreement [Member] | |||||
Indefinite-Lived Intangible Assets [Line Items] | |||||
Operating lease right-of-use asset | 675,000 | ||||
Rights consisting cash | 150,000 | ||||
Number of common stock issued | $ 525,000 | ||||
Non Compete [Member] | |||||
Indefinite-Lived Intangible Assets [Line Items] | |||||
Finite lived intangible assets | 2 years | ||||
Magical Beasts [Member] | |||||
Indefinite-Lived Intangible Assets [Line Items] | |||||
Acquisition charges | $ 308,690 | ||||
Addtional charges | 731,628 | ||||
Finite lived intangible assets | $ 122,501 | ||||
Adjustment for amortization | $ 96,654 | $ 25,847 |
Financed Insurance Premiums (De
Financed Insurance Premiums (Details Narrative) - General Liability And Director And Officer [Member] | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Premiums receivable | $ 241,272 |
Coverage insurance premium interest rate | 9.30% |
Accrued insurance | $ 53,561 |
Schedule of Assumptions for Bla
Schedule of Assumptions for Black-Scholes Valuation Model (Details) | Apr. 20, 2022 USD ($) $ / shares | May 19, 2021 USD ($) $ / shares | May 10, 2021 USD ($) $ / shares | May 05, 2021 USD ($) $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Convertible promissory notes, fair value | $ | $ 1,245,279 | $ 62,033 | $ 1,026,300 | $ 203,532 |
Measurement Input, Expected Term [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Debt instrument term | 5 years | 5 years | 5 years | 5 years |
Measurement Input, Exercise Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measure input assumptions | 2.79 | 6 | 6 | 6 |
Measurement Input Market Price On Grant Date [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measure input assumptions | 1.11 | 4.30 | 4.27 | 4.21 |
Measurement Input, Price Volatility [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measure input assumptions | 281 | 312 | 299 | 299 |
Measurement Input, Risk Free Interest Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measure input assumptions | 0.0287 | 0.0089 | 0.0080 | 0.0080 |
Schedule of Convertible Promiss
Schedule of Convertible Promissory Notes (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable | ||
Ending balance | $ 525,000 | |
Conversions of notes | (525,000) | |
2021 Notes | 2,000,000 | 3,150,000 |
Repayments of Long-Term Debt | (3,150,000) | |
Ending balance | $ 2,000,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 20, 2022 | May 31, 2021 | Jan. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2020 | |
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 3,150,000 | $ 525,000 | $ 525,000 | ||||
Accured interest | $ 35,496 | $ 32,856 | |||||
Debt conversion converted shares | 186,832 | ||||||
Debt instrument, conversion price | $ 3 | $ 2.79 | |||||
Debt conversion description | The 2021 Notes were issued with an Original Issue Discount (“OID”) of five percent (5%), a term of six months, an annual interest rate of eight percent (8%) and convertible into shares of the Company’s common stock at a conversion price of $6.00 per share. | ||||||
Debt conversion converted warrants | 525,000 | ||||||
Original issues discounts | $ 22,300 | ||||||
Warrant and beneficial conversion features | $ 1,446,530 | ||||||
Value of shares | 28,318,314 | ||||||
Original issuance discount | 500% | ||||||
Legal fees | $ 10,000 | ||||||
Warrants term | 5 years | ||||||
Warrants, exercise price | $ 2.79 | ||||||
Convertible Promissory Notes One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 1,500,000 | $ 2,500,000 | |||||
Debt conversion converted warrants | 1,100,000 | ||||||
Convertible Promissory Notes Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 500,000 | 500,000 | |||||
Debt conversion converted warrants | 360,000 | ||||||
Convertible Promissory Notes Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 150,000 | ||||||
Convertible Promissory Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Accured interest | 35,496 | ||||||
Interest expense | $ 1,124,371 | 1,736,106 | |||||
Amortization of debt discount | 604,031 | ||||||
Original issues discounts | 157,500 | ||||||
Warrant and beneficial conversion features | $ 1,446,530 | ||||||
Notes payable, maturity date | Oct. 20, 2022 | ||||||
Number of shares issued | 250,000 | ||||||
Value of shares | $ 277,500 | ||||||
Fair value of shares and warrants issued | $ 984,477 | ||||||
Amortization of origination shares and warrants discounts | $ 996,879 |
Note payable issued in acquis_2
Note payable issued in acquisition (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 25, 2021 | Aug. 06, 2020 | Jan. 30, 2021 | Oct. 31, 2020 | Aug. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Debt instrument, face amount | $ 2,000,000 | $ 525,000 | ||||||
Debt discounted amount | $ 22,300 | |||||||
Interest expense | $ 46,466 | $ 33,885 | ||||||
Loss contingency name of plaintiff | Ms. Whitley | |||||||
Loss contingency name of defendant | Magical Beasts | |||||||
Loss contingency damages sought value | $ 5,000,000 | $ 1,000,000 | ||||||
Loss contingency damages paid value | $ 5,000,000 | 336,450 | ||||||
Payments for legal settlements | $ 300,000 | |||||||
Shares issued for legal settlement | 8,500 | |||||||
Loss contingency damages sought value outstanding | 691,500 | |||||||
Extinguishment of debt, gain | $ 669,200 | $ 669,200 | ||||||
Magical Beasts LLC [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Debt instrument, face amount | 1,000,000 | |||||||
Debt discounted amount | 950,427 | |||||||
Interest expense | $ 49,573 |
Covid-19 SBA Loans (Details Nar
Covid-19 SBA Loans (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Federal Paycheck Protection Program [Member] | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Balance | $ 28,878 | ||
Gain of forgiven debt | $ 34,499 | ||
Economic Injury Disaster Loan Program [Member] | |||
Financing Receivable, Credit Quality Indicator [Line Items] | |||
Balance | $ 47,981 | $ 47,547 | $ 55,700 |
Gain of forgiven debt, years | 30 years | ||
Interest rate | 3.75% |
Schedule of Stock Holders (Deta
Schedule of Stock Holders (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares repurchased from the market | 2,825,617 | 2,825,617 |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance, shares | 24,046,001 | 10,655,833 |
Loan origination shares for promissory note | 250,000 | 186,832 |
Exercise of stock options | 222,407 | |
Stock based compensation | 367,496 | |
Consulting Services Shares | 1,422,000 | |
Intellectual property | 125,175 | |
Public offering | 11,066,258 | |
Shares issued for services | 250,000 | |
Shares repurchased from the market | (2,825,617) | |
Management shares cancelled | (56,496) | |
Ending balance, shares | 21,663,888 | 24,046,001 |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Apr. 20, 2022 | Jul. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized | 100,000 | 100,000 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
Common Stock, shares issued | 21,663,888 | 24,046,001 | 8,500 | ||||||
Common Stock, shares outstanding | 21,663,888 | 21,663,888 | 24,046,001 | ||||||
Treasury shares repurchased, shares | 2,825,617 | 2,825,617 | |||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Accrued interest | $ 35,496 | $ 32,856 | |||||||
Purchase of assets, value | $ 525,000 | ||||||||
Intellectual property | $ 375,000 | 375,000 | |||||||
Warrant exercise price per share | $ 2.79 | ||||||||
Proceeds from issuance of offering | $ 28,318,314 | $ 28,318,314 | |||||||
Options to purchase of warrants | 442,650 | ||||||||
Treasury shares purchased, values | |||||||||
Treasury shares repurchased, value | 2,880,045 | ||||||||
Research loan agreement | 1,500,000 | ||||||||
Principal amount | $ 2,000,000 | $ 525,000 | |||||||
Common stock issued in public offering | 28,318,314 | ||||||||
Capital structure, description | the Company submitted a final compliance plan to Nasdaq consisting of the following corrective actions: (1) on July 20, 2022, the Company’s four executive officers (Messrs. John, Miller, and McKinnon and Dr. Wilson), all of whom are on the Company’s Board of Directors except for Mr. McKinnon, each cancelled 2,750 options issued to them in August 2021 pursuant to an Incentive Stock Option Forfeiture Agreement. The cancellation of the 11,000 options in total enabled the issuance of 11,000 shares to a non-executive employee that took place in 2021 to be reallocated to be accounted for as if it was originally issued under the 2020 Equity Incentive Plan. The Company’s Board of Directors passed a resolution on July 25, 2022, making the corresponding change to the Company’s books and records with regard to the 11,000 shares; and (2) on July 26, 2022, the same four executive officers, returned, and the Company cancelled, a total of 56,496 shares of common stock issued to them in 2021 outside of a shareholder approved equity compensation plan. | ||||||||
Convertible Debt | $ 477,000 | 285,000 | |||||||
Common stock issued | 192,000 | 4,340,983 | |||||||
Stock payable | $ 477,000 | ||||||||
Warrant [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of common stock purchased | 11,607,142 | ||||||||
Warrant exercise price per share | $ 2.79 | ||||||||
Treasury Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Treasury shares repurchased, shares | 2,825,617 | ||||||||
Purchase of assets, value | |||||||||
Treasury shares purchased, shares | 2,825,617 | ||||||||
Treasury shares purchased, values | $ 2,880,045 | ||||||||
Treasury shares cancelled, shares | (2,433,894) | ||||||||
Treasury shares purchased, values | $ 2,579,894 | ||||||||
Treasury shares repurchased, value | 2,880,045 | ||||||||
Common stock issued in public offering | |||||||||
Common stock issued | |||||||||
Treasury Stock [Member] | Oppenheimer And Co [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Treasury shares repurchased, shares | 391,723 | ||||||||
Treasury shares cancelled, shares | 2,433,894 | ||||||||
Treasury shares repurchased, value | $ 300,151 | ||||||||
Public Offering [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value | $ 0.001 | ||||||||
Common stock issued in public offering, shares | 11,066,258 | ||||||||
Consulting Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued for services | 550,000 | 1,422,000 | |||||||
Employee benefits share based compensation | $ 400,860 | $ 4,340,983 | |||||||
Common stock payable | $ 300,000 | ||||||||
Twelve Consulting Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock issued for employees | 367,496 | ||||||||
Two License Agreements [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Purchase of assets, shares | 125,175 | ||||||||
Purchase of assets, value | $ 525,000 | ||||||||
Payment in cash to acquire property | 150,000 | ||||||||
Impairement of license agreements | 300,000 | ||||||||
Intellectual property | $ 375,000 | ||||||||
Loan Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock issued in public offering, shares | 250,000 | ||||||||
Common stock issued in public offering | $ 277,500 | ||||||||
Director [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock options exercised, shares | 47,470 | ||||||||
Officer [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock options exercised, shares | 15,884 | ||||||||
Whitley [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock options exercised, shares | 159,053 | ||||||||
Convertible Promissory Notes [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Convertible Notes Payable | $ 525,000 | ||||||||
Accrued interest | $ 35,496 | ||||||||
Convertible promissory notes share | 186,832 | ||||||||
Common stock issued in public offering, shares | 250,000 | ||||||||
Common stock issued in public offering | $ 277,500 | ||||||||
One Convertible Promissory Notes [Member] | Loan Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Research loan agreement | 1,500,000 | ||||||||
Principal amount | 1,500,000 | ||||||||
Two Convertible Promissory Notes [Member] | Loan Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Research loan agreement | 500,000 | ||||||||
Principal amount | $ 500,000 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants Using Black Scholes Method (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Scenario One [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Term Years | 3 years |
Number of Option | shares | 306,730 |
Warrants, Fair Value | $ | $ 1,244,179 |
Scenario Two [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Term Years | 5 years |
Warrants, Exercise Price | $ 1.77 |
Warrants, Market Price on Grant Date | $ 1.58 |
Warrants, Volatility Percentage | 127% |
Number of Option | shares | 777,220 |
Warrants, Fair Value | $ | $ 816,158 |
Scenario Three [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Term Years | 3 years |
Warrants, Exercise Price | $ 1.30 |
Warrants, Market Price on Grant Date | $ 1.30 |
Warrants, Volatility Percentage | 129% |
Number of Option | shares | 3,300,000 |
Warrants, Fair Value | $ | $ 2,983,393 |
Scenario Four [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Jan. 01, 2022 |
Warrants, Term Years | 2 years |
Warrants, Exercise Price | $ 1 |
Warrants, Market Price on Grant Date | $ 0.80 |
Warrants, Volatility Percentage | 126% |
Number of Option | shares | 300,000 |
Warrants, Fair Value | $ | $ 142,169 |
Convertible Note Warrants [Member] | Scenario One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Relative Fair Value | $ | $ 1,888,495 |
Warrants, Term Years | 5 years |
Warrants, Exercise Price | $ 6 |
Warrants, Market Price on Grant Date | $ 4.26 |
Warrants, Volatility Percentage | 299% |
Warrants, Risk-Free Rate | 0.008% |
Convertible Note Warrants [Member] | Scenario Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Apr. 20, 2022 |
Warrants, Relative Fair Value | $ | $ 706,977 |
Warrants, Term Years | 5 years |
Warrants, Exercise Price | $ 2.79 |
Warrants, Market Price on Grant Date | $ 1.11 |
Warrants, Volatility Percentage | 281% |
Warrants, Risk-Free Rate | 0.0287% |
Public Offering Warrants [Member] | Scenario One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Jul. 26, 2021 |
Warrants, Relative Fair Value | $ | $ 20,921,265 |
Warrants, Term Years | 5 years |
Warrants, Exercise Price | $ 2.79 |
Warrants, Market Price on Grant Date | $ 2.03 |
Warrants, Volatility Percentage | 331% |
Warrants, Risk-Free Rate | 0.0033% |
Public Offering Warrants [Member] | Scenario Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Jul. 26, 2021 |
Warrants, Relative Fair Value | $ | $ 786,395 |
Warrants, Term Years | 5 years |
Warrants, Exercise Price | $ 3.50 |
Warrants, Market Price on Grant Date | $ 2.03 |
Warrants, Volatility Percentage | 331% |
Warrants, Risk-Free Rate | 0.0033% |
Minimum [Member] | Scenario One [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Jan. 01, 2021 |
Warrants, Exercise Price | $ 0.25 |
Warrants, Market Price on Grant Date | $ 3.78 |
Warrants, Volatility Percentage | 148% |
Minimum [Member] | Scenario Two [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Jul. 01, 2021 |
Minimum [Member] | Scenario Three [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Oct. 01, 2021 |
Minimum [Member] | Convertible Note Warrants [Member] | Scenario One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | May 05, 2020 |
Maximum [Member] | Scenario One [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Jun. 30, 2021 |
Warrants, Exercise Price | $ 5.59 |
Warrants, Market Price on Grant Date | $ 5.59 |
Warrants, Volatility Percentage | 209% |
Maximum [Member] | Scenario Two [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Sep. 30, 2021 |
Maximum [Member] | Scenario Three [Member] | Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | Dec. 31, 2021 |
Maximum [Member] | Convertible Note Warrants [Member] | Scenario One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Reporting Date | May 19, 2021 |
Summary of Warrant Outstanding
Summary of Warrant Outstanding (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||
Number of Warrants, Begining Balance | 13,698,125 | 1,123,333 |
Weighted Average Exercise Price, Beginning Balance | $ 3.24 | $ 8.30 |
Number of Warrants, Ending Balance | 15,158,125 | 13,698,125 |
Weighted Average Exercise Price, Ending Balance | $ 3.04 | $ 3.24 |
Number of Warrants, Exercisable | 13,698,125 | |
Weighted Average Exercise Price, Exercisable | $ 3.04 | |
Convertible Note Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of Warrants, issued in connection with the Public offering | 1,460,000 | 525,000 |
Exercise Price, Warrants issued in connection with the Public offering | $ 2.79 | $ 6 |
Public Offering Warrants [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Number of Warrants, issued in connection with the Public offering | 12,049,792 | |
Exercise Price, Warrants issued in connection with the Public offering | $ 2.82 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Feb. 21, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrant outstanding | 442,650 | ||||
Exercise price | $ 2.79 | ||||
Warrants terms | 5 years | ||||
Stock option of granted | 300,000 | 4,383,950 | |||
Weighted average exercise price | $ 1 | $ 1 | |||
Stock repurchased and retired during period shares | 211,000 | ||||
Compensation expense | $ 400,860 | $ 5,538,821 | |||
Options outstanding | 4,975,619 | 4,675,610 | |||
Options [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Compensation expense | $ 142,169 | $ 5,046,982 | |||
Minimum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average exercise price | $ 0.25 | ||||
Maximum [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average exercise price | $ 5.59 | ||||
Public Offering Warrants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrant outstanding | 11,607,142 | ||||
Exercise price | $ 2.79 | ||||
Public Offering Warrants [Member] | Underwriter [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrant outstanding | 442,650 | ||||
Exercise price | $ 3.50 | ||||
Convertible Note Warrants [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Warrant outstanding | 1,460,000 | 525,000 | |||
Exercise price | $ 2.79 | $ 6 | |||
Warrants terms | 5 years | 5 years |
Schedule of Fair Value of War_2
Schedule of Fair Value of Warrants (Details) - Magical Beasts Acquisition [Member] | Feb. 21, 2020 USD ($) $ / shares shares |
Restructuring Cost and Reserve [Line Items] | |
Reporting Date | Feb. 21, 2020 |
Number of stock options granted | shares | 250,000 |
Term (years) | 5 years |
Exercise Price | $ 1 |
Market Price on Grant Date | $ 1 |
Volatility Percentage | 77% |
Fair value | $ | $ 156,612 |
Schedule of Fair Value Consider
Schedule of Fair Value Consideration (Details) - USD ($) | Nov. 30, 2020 | Feb. 21, 2020 | Sep. 30, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | $ 941,937 | $ 941,937 | ||
Magical Beasts LLC [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Shares of the Company's common stock issued | $ 250,000 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 950,427 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 156,612 | |||
Shares of the Company's common stock issued | 1,357,039 | |||
Cash | 4,609 | |||
Inventory | 86,220 | |||
Total tangible assets | 90,829 | |||
Tradename-Trademarks | 151,800 | |||
Customer base | 651,220 | |||
Non-compete | 154,500 | |||
Total Intangibles | 957,520 | |||
Goodwill | 308,690 | |||
Total intangible net | $ 1,357,039 | |||
SRM Entertainment LTD [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Shares of the Company's common stock issued | $ 1,040,000 | |||
Shares of the Company's common stock issued | 1,379,237 | |||
Total Intangibles | 437,300 | |||
Goodwill | $ 941,937 | |||
Shares of the Company's common stock issued | 200,000 | |||
Shares of the Company's common stock issued | $ 5.20 | |||
Shares of the Company's common stock issued | $ 339,237 |
Acquisition of Magical Beasts_3
Acquisition of Magical Beasts, LLC (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 25, 2021 | Feb. 21, 2020 | Feb. 28, 2021 | Jan. 30, 2021 | Nov. 30, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 12, 2020 | Jul. 06, 2020 | |
Closing cash | $ 250,000 | |||||||||
Promissory note | $ 1,000,000 | |||||||||
Discount rate | $ 950,427 | |||||||||
Purchase of restricted share | 250,000 | |||||||||
Weighted average exercise price | $ 1 | $ 1 | ||||||||
Purchase of restricted price | $ 156,612 | |||||||||
Annual salary | $ 150,000 | |||||||||
Business acquisition of judgement enforcement | $ 250,000 | |||||||||
Business acquisiton of note payable | $ 1,000,000 | $ 1,000,000 | ||||||||
Business acquisition of settlement agreement payment | 336,450 | |||||||||
Business acquisition of agreement payment | $ 1,000,000 | |||||||||
Business acquisition of cash payment | $ 150,000 | $ 300,000 | ||||||||
Common stock shares issued | 8,500 | 21,663,888 | 24,046,001 | |||||||
Common stock value | $ 8,500 | $ 21,664 | $ 24,046 | |||||||
Business acquisiton offset amount | $ 308,500 | |||||||||
Business acquisition of obligation plaintiff | 334,000 | |||||||||
Unreimbursement expenses | 5,541 | |||||||||
Gain on extinguishment of debt | 669,200 | $ 669,200 | ||||||||
Forgiveness of debt | 691,500 | |||||||||
Unamortized debt | 22,300 | |||||||||
Options outstanding | 4,975,619 | 4,675,610 | ||||||||
Ms. Whitley [Member] | ||||||||||
Options outstanding | 185,000 | |||||||||
Common stock issued upon exercise of cashless options, shares | 159,053 | |||||||||
Maximum [Member] | ||||||||||
Weighted average exercise price | $ 5.59 | |||||||||
Business acquisition of agreement payment | $ 250,000 | |||||||||
Percentage of restricted stock shares | 10% | |||||||||
Minimum [Member] | ||||||||||
Weighted average exercise price | $ 0.25 | |||||||||
Business acquisition of agreement payment | $ 185,000 |
Schedule of Purchase Price Allo
Schedule of Purchase Price Allocation (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 941,937 | $ 941,937 | |
SRM Entertainment LTD [Member] | |||
Business Acquisition [Line Items] | |||
Distribution Agreements | $ 437,300 | ||
Goodwill | 941,937 | ||
Total purchase price allocation | $ 1,379,237 |
Acquisition of SRM Entertainm_3
Acquisition of SRM Entertainment (Details Narrative) - USD ($) | 12 Months Ended | |||
Jan. 15, 2021 | Nov. 30, 2020 | Feb. 21, 2020 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Common stock issued in acquisition, shares | 250,000 | |||
Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued in acquisition, shares | 200,000 | |||
SRM Entertainment LTD [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash receipts | $ 200,000 | |||
SRM Entertainment LTD [Member] | Escrow [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash receipts | $ 200,000 | |||
SRM Entertainment LTD [Member] | Share Exchange Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquired percentage | 100% | |||
Exchange number of shares, value | $ 1,040,000 | |||
Escrow number of shares | 50,000 | |||
SRM Entertainment LTD [Member] | Share Exchange Agreement [Member] | Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued in acquisition, shares | 150,000 | |||
SRM Entertainment LTD [Member] | Share Exchange Agreement [Member] | Escrow [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock issued in acquisition, shares | 50,000 |
Schedule of Minimum Annual Leas
Schedule of Minimum Annual Lease Payments (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
July 1 to June 30, 2022 | $ 180,456 |
July 1 to June 30, 2027 | 240,662 |
July 1 to June 30, 2023 | 201,260 |
July 1 to June 30, 2028 | 247,882 |
July 1 to June 30, 2024 | 224,330 |
July 1 to June 30, 2029 | 255,319 |
July 1 to June 30, 2025 | 229,312 |
July 1 to June 30, 2026 | $ 233,653 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 06, 2020 | Oct. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 29, 2016 | |
Loss Contingencies [Line Items] | |||||
Operating lease right of use asset | $ 683,307 | $ 797,311 | |||
Current portion of lease liability | 155,050 | 118,102 | |||
Long-term portion lease liability | 564,935 | 695,961 | |||
Accreted interest expense | 46,466 | 33,885 | |||
Damages sought value | $ 5,000,000 | $ 1,000,000 | |||
Damages paid value | $ 5,000,000 | $ 336,450 | |||
Operating Expense [Member] | |||||
Loss Contingencies [Line Items] | |||||
Operating lease right of use asset | 683,307 | 797,311 | $ 870,406 | ||
Discount rate | 8% | ||||
Current portion of lease liability | $ 155,050 | $ 118,102 |
Schedule of Business Combinatio
Schedule of Business Combination Segment Allocation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 1,569,925 | $ 687,928 | $ 5,291,136 | $ 1,331,862 |
Cost of sales | 1,155,617 | 685,769 | 4,255,374 | 1,123,134 |
Gross profit (loss) | $ 413,308 | $ 2,159 | 1,035,762 | 208,728 |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,291,136 | 1,331,862 | ||
Cost of sales | 4,255,374 | 1,123,134 | ||
Gross profit (loss) | 1,035,762 | 208,728 | ||
Operating Segments [Member] | Jupiter Wellness [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 91,329 | 145,791 | ||
Cost of sales | 59,745 | 136,132 | ||
Gross profit (loss) | 31,584 | 9,659 | ||
Operating Segments [Member] | SRM Entertainment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,199,807 | 1,186,071 | ||
Cost of sales | 4,195,629 | 987,002 | ||
Gross profit (loss) | $ 1,004,178 | $ 199,069 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 shares | |
Two Investor Relation Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock issued in public offering, shares | 225,000 |