Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 05, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 26,654,675 | |
Entity Information, Former Legal or Registered Name | Not Applicable | |
Common Stock, $.001 par value per share [Member] | ||
Title of 12(b) Security | Common Stock, $.001 par value per share | |
Trading Symbol | JUPW | |
Security Exchange Name | NASDAQ | |
Warrants to purchase shares of common stock [Member] | ||
Title of 12(b) Security | Warrants to purchase shares of common stock | |
Trading Symbol | JUPWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash | $ 3,737,259 | $ 1,931,068 |
Inventory | 265,878 | 441,404 |
Account receivable | 860,724 | 647,530 |
Prepaid expenses and deposits | 909,521 | 814,114 |
Investment in affiliates | 3,231,123 | 2,917,373 |
Total current assets | 9,004,505 | 6,751,489 |
Right of use assets | 603,918 | 643,977 |
Intangible assets, net | 273,312 | 291,533 |
Goodwill | 941,937 | 941,937 |
Fixed assets, net | 82,941 | 61,827 |
Total assets | 10,906,613 | 8,690,763 |
Liabilities and Shareholders’ Equity | ||
Accounts Payable | 1,817,116 | 1,927,188 |
Convertible notes, net of discounts | 2,000,000 | 2,000,000 |
Current portion of lease liability | 185,850 | 164,170 |
Accrued liabilities | 585,042 | 366,619 |
Covid - 19 SBA Loan | 49,416 | 47,533 |
Total current Liabilities | 4,637,424 | 4,505,510 |
Long-term portion lease liability | 461,094 | 519,659 |
Total liabilities | 5,098,518 | 5,025,169 |
Preferred stock, $0.001 par value, 100,000 shares authorized of which none are issued and outstanding | ||
Common stock, $.001 par value, 100,000,000 shares authorized, of which 26,654,675 and 22,338,888 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | 26,655 | 22,339 |
Additional paid-in capital | 57,210,288 | 53,763,929 |
Common stock payable | 477,000 | 477,000 |
Accumulated deficits | (51,905,848) | (50,597,674) |
Total Shareholders’ Equity | 5,808,095 | 3,665,594 |
Total Liabilities and Shareholders’ Equity | $ 10,906,613 | $ 8,690,763 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 26,654,675 | 22,338,888 |
Common Stock, shares outstanding | 26,654,675 | 22,338,888 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Sales | $ 1,121,676 | $ 721,629 |
Cost of Sales | 875,031 | 604,418 |
Gross profit | 246,645 | 117,211 |
Operating expense | ||
General and administrative expenses | 1,496,537 | 1,978,933 |
Impairment of Secured Promissory Note | 1,000,000 | |
Total operating expenses | 1,496,537 | 2,978,933 |
Other income / (expense) | ||
Interest income | 369 | 5,389 |
Interest expense | (58,552) | (26,102) |
Other income / (expense) | (99) | (37,340) |
Total other income (expense) | (58,282) | (58,053) |
Net (loss) | $ (1,308,174) | $ (2,919,775) |
Net (loss) per share: | ||
Basic | $ (0.05) | $ (0.13) |
Weighted average number of shares | ||
Basic | 25,551,752 | 23,134,059 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Shareholders' Equity - USD ($) | Treasury Stock, Common [Member] | Common Stock [Member] | Common Stock Payable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 24,046 | $ 285,000 | $ 51,668,019 | $ (35,374,646) | $ 16,602,419 | |
Balance, shares at Dec. 31, 2021 | 24,046,001 | |||||
Shares issued for services | $ 925 | 861,200 | 862,125 | |||
Shares issued for services, shares | 925,000 | |||||
Treasury shares purchased | $ (2,880,045) | $ (2,825) | 2,825 | (2,880,045) | ||
Treasury shares purchased, shares | 2,825,617 | (2,825,617) | ||||
Treasury shares cancelled | $ 2,880,045 | (2,880,045) | ||||
Treasury shares cancelled, shares | (2,825,617) | |||||
Shares issued in connection with convertible promissory note | $ 250 | 277,250 | 277,500 | |||
Shares issued in connection with convertible promissory note, shares | 250,000 | |||||
Fair value of warrants issued and issue discounts with convertible note | 1,644,184 | 1,644,184 | ||||
Stock options issued for services | 142,169 | 142,169 | ||||
Management common shares cancelled | $ (57) | 57 | ||||
Management common shares cancelled, shares | (56,496) | |||||
Common stock to be issued for services | 192,000 | 192,000 | ||||
Fair value of Stock options granted to Officers and Directors | 2,048,270 | 2,048,270 | ||||
Net Loss | (15,223,028) | (15,223,028) | ||||
Balance at Dec. 31, 2022 | $ 22,339 | 477,000 | 53,763,929 | (50,597,674) | 3,665,594 | |
Balance, shares at Dec. 31, 2022 | 22,338,888 | |||||
Net Loss | (1,308,174) | (1,308,174) | ||||
Common Stock issued in Public Offering | $ 4,316 | 3,446,359 | 3,450,675 | |||
Common Stock issued in Public Offering, shares | 4,315,787 | |||||
Balance at Mar. 31, 2023 | $ 26,655 | $ 477,000 | $ 57,210,288 | $ (51,905,848) | $ 5,808,095 | |
Balance, shares at Mar. 31, 2023 | 26,654,675 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net (loss) | $ (1,308,174) | $ (2,919,775) | $ (15,223,028) | |
Stock Based compensation | 105,000 | |||
Depreciation & Amortization | 23,186 | 25,378 | ||
Impairment of note receivable | 1,000,000 | |||
Bad debt expense | 2,266 | 0 | ||
Gain on Settlement | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||
Prepaid expenses and deposits | (95,407) | (316,065) | ||
Right of Entry asset | 40,059 | 37,401 | ||
Accounts receivable | (213,194) | 344,368 | ||
Inventory | 175,526 | (168,868) | ||
Accounts payable | (110,072) | (754,688) | ||
Accrued liabilities | 55,534 | (38,864) | ||
Lease liability | (36,885) | (29,025) | ||
Net cash (used in) operating activities | (1,469,427) | (2,712,872) | (6,395,942) | $ (7,567,645) |
Cash flows from investing activities: | ||||
Proceeds from sale of asset | 43,000 | |||
Cash paid for third party loan | (1,000,000) | |||
Cas paid for purchase of fixed assets | (26,079) | (4,285) | ||
Net cash provided by financing activities | (26,079) | (961,285) | ||
Cash flows from financing activities: | ||||
Proceeds from public offering | 3,450,675 | |||
Cash paid for treasury stock | (2,133,167) | |||
Borrowings on debt | 199,097 | 241,272 | ||
Loans to affiliates | (313,750) | |||
Principal payment on debt | (34,325) | (42,948) | ||
Net cash (used in) investing activities | 3,301,697 | (1,934,843) | ||
Net (decrease) in cash and cash equivalents | 1,806,191 | (5,609,000) | ||
Cash and cash equivalents at the beginning of the period | 1,931,068 | 11,754,558 | 11,754,558 | |
Cash and cash equivalents at the end of the period | 3,737,259 | 6,145,558 | $ 1,931,068 | $ 11,754,558 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for interest | ||||
Cash paid for income taxes |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization and Business Operations | Note 1 - Organization and Business Operations Jupiter Wellness is committed to supporting health and wellness by developing innovative solutions to a range of conditions. We take pride in our research and development of over-the-counter (OTC) products and intellectual property, which aim to address some of the most prevalent health and wellness concerns today. Our product pipeline includes a diverse range of products, such as hair loss treatments, eczema creams, vitiligo solutions, and psoriasis products, that cater to different health and wellness needs. We are dedicated to staying up-to-date with the latest scientific research and technology, ensuring that our products are effective, safe, and meet the highest industry standards. To achieve our mission, we rely on a team of highly skilled and experienced professionals who are committed to advancing our vision of health and wellness. Our team includes scientists, researchers, product developers, and business experts who collaborate to create new products and enhance existing ones. We also partner with industry leaders and organizations to leverage the latest technologies and expand our reach. We generate revenue through various channels, including the sales of our OTC and consumer products, as well as licensing royalties. Our products are available through various retailers and e-commerce platforms, making them accessible to a broad customer base. Additionally, we collaborate with other companies to license our intellectual property, creating additional revenue streams and expanding our global presence. Going Concern Consideration As of March 31, 2023 and December 31, 2022, the Company had an accumulated deficits of $ 51,905,848 50,597,674 1,469,427 6,395,942 7,567,645 3,737,259 1,931,068 4,367,081 2,245,979 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 no 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. During the three months ended March 31, 2023, the Company had no write-downs or write-offs. During the year ended December 31, 2022, the Company determined that certain of our inventory items were either slow moving, expired or discontinued. As a result, the Company wrote-off a total of $ 152,432 23,623 123,094 5,715 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 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 2023 2022 For the Three Months Ended March 31, 2023 2022 Numerator: $ (1,308,174 ) $ (2,919,775 ) Net (loss) Net (loss) $ (1,308,174 ) $ (2,919,775 ) Denominator: Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period 25,551,752 23,134,059 Denominator for diluted earnings per share 25,551,752 23,134,059 Basic (loss) per share $ (0.05 ) $ (0.13 ) Diluted (loss) per share $ (0.05 ) $ (0.13 ) 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 “customers”). 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 three months ended March 31, 2023 and year ended December 31, 2022, the Company recognized no 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 an evaluation of our goodwill as of March 31, 2023 and December 31, 2022 and there was 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 an impairment expense of $ 1,450,000 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 three-months ended March 31, 2023 and the year ended December 31, 2022 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 $ 33,148 103,025 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 non-employees 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 changes 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, 2022 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 7,110,329 7,110,329 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 | 3 Months Ended |
Mar. 31, 2023 | |
Credit Loss [Abstract] | |
Accounts Receivable | Note 3 - Accounts Receivable At March 31, 2023 and December 31, 2022, the Company had accounts receivable of $ 860,724 647,530 |
Prepaid Expenses and Deposits
Prepaid Expenses and Deposits | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expenses And Deposits | |
Prepaid Expenses and Deposits | Note 4 - Prepaid Expenses and Deposits At March 31, 2023 and December 31, 2022, the Company had prepaid expenses and deposits of $ 909,521 814,114 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 - Inventory At March 31, 2023 and December 31, 2022, the Company had inventory of $ 265,878 441,404 |
Investment in Affiliate
Investment in Affiliate | 3 Months Ended |
Mar. 31, 2023 | |
Schedule of Investments [Abstract] | |
Investment in Affiliate | Note 6 Investment in Affiliate At December 31, 2022, the Company had invested $ 2,908,300 300,000 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 At March 31, 2023, JWSL holds 1,437,500 288,830 At March 31, 2023 and December 31, 2022, the Company also had loans totaling $ 22,823 9,073 |
Note Receivable
Note Receivable | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8 Intangible Assets SRM Entertainment In connection with the acquisition of SRM Entertainment, Limited (see Note xx below), the Company allocated the purchase price to intangible assets as follows: Schedule of Purchase Price to Intangible Assets 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 three months ended March 31, 2023 and 2022 was $ 18,221 18,221 273,312 291,533 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 0 Clinical Research Agreement During the year ended December 31, 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 December 31, 2022, the Company had paid $ 1,500,000 3,000,000 1,075,000 0 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 9 – Accrued Liabilities At March 31, 2023 and December 31, 2022, the Company had accrued liabilities totaling $ 585,042 366,619 149,918 110,905 148,552 130,000 164,772 0 121,800 125,714 Financed Insurance Premiums During the three months ended March 31, 2023, the Company financed a total of $ 199,097 13.9 164,772 During the year ended December 31, 2022, the Company financed a total of $ 241,272 9.3 0 |
Convertible Notes Payable _ Rel
Convertible Notes Payable – Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Convertible Notes Payable – Related Parties | Note 10 - Convertible Notes Payable – Related Parties On April 20, 2022, the Company entered into a $ 1,500,000 500,000 1,500,000 500,000 1,100,000 360,000 October 20, 2022 April 20, 2023 250,000 277,500 The Notes have an original issuance discount of five percent ( 5 10,000 8 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: Schedule of Assumptions for Black-Scholes Valuation Model Market Price on Fair Term Exercise Grant Volatility Risk-free Reporting Date Value (Years) Price Date Percentage 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 three months ended March 31, 2023: Schedule of Convertible promissory Notes Principal Balance, December 31, 2021 $ - The Notes 2,000,000 Principal Balance, March 31, 2023 and December 31, 2022 $ 2,000,000 Interest expense for the three months ended March 31, 2023 on the Notes totals $ 39,013 1,286,368 1,104,477 |
Covid-19 SBA Loans
Covid-19 SBA Loans | 3 Months Ended |
Mar. 31, 2023 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Covid-19 SBA Loans | Note 11 – Covid-19 SBA Loans During the year ended December 31, 2020, the Company applied for and received $ 55,700 30 3.75 49,416 47,533 |
Capital Structure
Capital Structure | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Capital Structure | Note 12 - Capital Structure Common Stock 100,000,000 0.001 100,000 0.001 26,654,675 22,338,888 no Year ended December 31, 2022 issuances Treasury Shares Purchased In November 2021, the Company engaged Oppenheimer & Co. to repurchase shares of the Company’s common stock from the public market. During the year ended December 31, 2022, the Company purchased 2,825,617 2,880,045 Share and warrants issued in connection with convertible debt During the year ended December 31, 2022, The Company issued 250,000 2,000,000 277,500 Shares issued for services During the year ended December 31, 2022, the Company entered into six Consulting Agreements under the terms of which the Company issued 925,000 1,054,125 300,000 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. Three Months ended March 31, 2023 issuances: Shares issued in Public Offering Concurrently to the PIPE Agreement and Offering of Stock Warrants (see Note 13 below), the Company entered into a Securities Purchase Agreement (the “RD Agreement”) with certain purchasers, pursuant to which on January 23, 2023, 4,315,787 0.001 0.70 4.1 0.95 3,450,675 The following table sets forth the issuances of the Company’s shares of common stock for the year and three months ended March 31, 2023 as follows: Schedule of Stock Holders Balance December 31, 2021 24,046,001 Shares issued for services 925,000 Loan origination shares for promissory note 250,000 Shares repurchased from the market (2,825,617 ) Management shares cancelled (56,496 ) Balance December 31, 2022 22,338,888 Public offering 4,315,787 Balance March 31, 2023 26,654,675 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 and during the year ended December 31, 2022, the Company entered into another consulting agreement which called for a cash component and a stock component. At March 31, 2023 and December 31, 2022, the Company had accrued a total of $ 477,000 |
Warrants and Options
Warrants and Options | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Warrants and Options | Note 13 - Warrants and Options Warrants Convertible Note Warrants 2,260,000 1.00 2.79 five-year Schedule of Fair Value of Warrants Using Black Scholes Method Market Price Reporting Relative Term Exercise on Grant Volatility Risk-free Date Fair Value (Years) Price Date Percentage Rate 04/20/22 $ 706,977 5 $ 2.79 $ 1.11 281 % 0.0287 11/11/22 $ 937,207 5 $ 1.00 $ 1.28 211 % 0.0432 PIPE Warrants: On January 19, 2023, in a private placement, the Company entered into a Securities Purchase Agreement (the “PIPE Agreement”) with certain purchasers, for the issuance of 8,631,574 0.125 1.00 4,315,787 4,315,787 Schedule of Fair Value of Warrants Using Black Scholes Method Market Price Reporting Relative Term Exercise on Grant Volatility Risk-free Date Fair Value (Years) Price Date Percentage Rate 7/24/2021 $ 2,311,614 3 $ 1.00 $ 0.65 287 % 0.0388 7/24/2021 $ 2,602,996 5 $ 1.00 $ 0.65 371 % 0.0361 The following tables summarize all warrants outstanding as of March 31, 2023 and December 31, 2022, 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 Balance at December 31, 2021 13,698,125 $ 3.24 Warrants issued in connection with Convertible Notes 1,460,000 2.79 Warrants issued in connection with Convertible Notes 800,000 1.00 Balance at December 31, 2022 15,958,126 $ 3.09 Warrants issued in Public Offering 8,631,574 1.00 Balance at March 31, 2023 24,589,699 $ 2.36 Warrants Exercisable at March 31, 2022 15,958,126 $ 3.09 Stock Options During the year ended December 31, 2022, the Company entered into an Investor Relations Consulting Agreement under the terms of which the Company issued 300,000 two-year 1.00 142,169 3,250,000 0.76 0.84 five-year 2,048,270 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 Reporting of Term Exercise Grant Volatility Fair Date Options (Years) Price Date Percentage Value 01/01/22 300,000 2 $ 1.00 $ 0.80 126 % $ 142,169 12/30/2022 3,250,000 5 $ 0.76 0.84 $ 0.77 166 % $ 2,048,270 At March 31, 2023 and December 31, 2022, the Company had 8,030,950 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 - 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 8 603,918 185,850 461,094 643,977 164,170 519,659 Additionally, the Company recognized accreted interest expense of $ 13,431 60,626 53,490 231,790 Legal Proceedings 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. 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 alleged that Mr. Koch and the other defendants were 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 asserted 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 10 In doing so, Judge Liman suggested that a jury could find that the Koch Parties would be fully compensated if the parties simply unwound the domain transfer, or that the jury might quantify the website’s value by looking to the amounts that the Koch Parties had paid for other, similar websites: between $12.17 and $65.98. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 15 – Segment Reporting The Company has two reportable segments: (i) sales and development of cannabidiol (CBD) 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 three-months ended March 31, 2023 and 2022, follow; Schedule of Business Combination Segment Allocation 2023 2022 Jupiter Wellness Revenue $ 34,788 $ 14,524 Cost of Sales 23,965 12,398 Gross Profit (Loss) $ 10,823 $ 2,126 SRM Entertainment Revenue $ 1,086,888 $ 707,105 Cost of Sales 851,066 592,020 Gross Profit (Loss) $ 2,365,822 $ 115,085 Combined Revenue $ 1,121,676 $ 721,629 Cost of Sales 875,031 604,418 Gross Profit (Loss) $ 246,645 $ 117,211 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 - Subsequent Events Jupiter Wellness Acquisition Corp.’s (“JWAC”) filed a Current Report on Form 8-K filed with the Securities Exchange Commission on May 2, 2023. JWAC’s stockholders approved JWAC’s business combination with Chijet Inc., and its affiliates including Chijet Motor Company Inc. (the “Business Combination”), at its Special Meeting of Stockholders held on May 2, 2023. Based on these results, JWAC is striving to meet all necessary closing conditions as described in the Proxy Statement/Prospectus, and if successful, the Company hopes to close the Business Combination by May 15, 2023. In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2023 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) | 3 Months Ended |
Mar. 31, 2023 | |
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 no |
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. During the three months ended March 31, 2023, the Company had no write-downs or write-offs. During the year ended December 31, 2022, the Company determined that certain of our inventory items were either slow moving, expired or discontinued. As a result, the Company wrote-off a total of $ 152,432 23,623 123,094 5,715 |
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 |
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 2023 2022 For the Three Months Ended March 31, 2023 2022 Numerator: $ (1,308,174 ) $ (2,919,775 ) Net (loss) Net (loss) $ (1,308,174 ) $ (2,919,775 ) Denominator: Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period 25,551,752 23,134,059 Denominator for diluted earnings per share 25,551,752 23,134,059 Basic (loss) per share $ (0.05 ) $ (0.13 ) Diluted (loss) per share $ (0.05 ) $ (0.13 ) |
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 “customers”). 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 three months ended March 31, 2023 and year ended December 31, 2022, the Company recognized no |
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 an evaluation of our goodwill as of March 31, 2023 and December 31, 2022 and there was 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 an impairment expense of $ 1,450,000 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 three-months ended March 31, 2023 and the year ended December 31, 2022 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 $ 33,148 103,025 |
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 non-employees 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 changes 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, 2022 consists of net operating loss carry forwards calculated using federal and state effective tax rates equating to approximately $ 7,110,329 7,110,329 |
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) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Net Loss per Common Share | Schedule of Net Loss per Common Share 2023 2022 For the Three Months Ended March 31, 2023 2022 Numerator: $ (1,308,174 ) $ (2,919,775 ) Net (loss) Net (loss) $ (1,308,174 ) $ (2,919,775 ) Denominator: Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period 25,551,752 23,134,059 Denominator for diluted earnings per share 25,551,752 23,134,059 Basic (loss) per share $ (0.05 ) $ (0.13 ) Diluted (loss) per share $ (0.05 ) $ (0.13 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Purchase Price to Intangible Assets | In connection with the acquisition of SRM Entertainment, Limited (see Note xx below), the Company allocated the purchase price to intangible assets as follows: Schedule of Purchase Price to Intangible Assets Distribution Agreements $ 437,300 Goodwill 941,937 Total $ 1,379,237 |
Convertible Notes Payable _ R_2
Convertible Notes Payable – Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Assumptions for Black-Scholes Valuation Model | 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: Schedule of Assumptions for Black-Scholes Valuation Model Market Price on Fair Term Exercise Grant Volatility Risk-free Reporting Date Value (Years) Price Date Percentage 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 three months ended March 31, 2023: Schedule of Convertible promissory Notes Principal Balance, December 31, 2021 $ - The Notes 2,000,000 Principal Balance, March 31, 2023 and December 31, 2022 $ 2,000,000 |
Capital Structure (Tables)
Capital Structure (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023 as follows: Schedule of Stock Holders Balance December 31, 2021 24,046,001 Shares issued for services 925,000 Loan origination shares for promissory note 250,000 Shares repurchased from the market (2,825,617 ) Management shares cancelled (56,496 ) Balance December 31, 2022 22,338,888 Public offering 4,315,787 Balance March 31, 2023 26,654,675 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Reporting of Term Exercise Grant Volatility Fair Date Options (Years) Price Date Percentage Value 01/01/22 300,000 2 $ 1.00 $ 0.80 126 % $ 142,169 12/30/2022 3,250,000 5 $ 0.76 0.84 $ 0.77 166 % $ 2,048,270 |
Summary of Warrant Outstanding | Summary of Warrant Outstanding Number of Exercise Warrants Price Balance at December 31, 2021 13,698,125 $ 3.24 Warrants issued in connection with Convertible Notes 1,460,000 2.79 Warrants issued in connection with Convertible Notes 800,000 1.00 Balance at December 31, 2022 15,958,126 $ 3.09 Warrants issued in Public Offering 8,631,574 1.00 Balance at March 31, 2023 24,589,699 $ 2.36 Warrants Exercisable at March 31, 2022 15,958,126 $ 3.09 Stock Options |
Convertible Note Warrants [Member] | |
Schedule of Fair Value of Warrants Using Black Scholes Method | Schedule of Fair Value of Warrants Using Black Scholes Method Market Price Reporting Relative Term Exercise on Grant Volatility Risk-free Date Fair Value (Years) Price Date Percentage Rate 04/20/22 $ 706,977 5 $ 2.79 $ 1.11 281 % 0.0287 11/11/22 $ 937,207 5 $ 1.00 $ 1.28 211 % 0.0432 |
PIPE Warrants [Member] | |
Schedule of Fair Value of Warrants Using Black Scholes Method | Schedule of Fair Value of Warrants Using Black Scholes Method Market Price Reporting Relative Term Exercise on Grant Volatility Risk-free Date Fair Value (Years) Price Date Percentage Rate 7/24/2021 $ 2,311,614 3 $ 1.00 $ 0.65 287 % 0.0388 7/24/2021 $ 2,602,996 5 $ 1.00 $ 0.65 371 % 0.0361 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Business Combination Segment Allocation | Schedule of Business Combination Segment Allocation 2023 2022 Jupiter Wellness Revenue $ 34,788 $ 14,524 Cost of Sales 23,965 12,398 Gross Profit (Loss) $ 10,823 $ 2,126 SRM Entertainment Revenue $ 1,086,888 $ 707,105 Cost of Sales 851,066 592,020 Gross Profit (Loss) $ 2,365,822 $ 115,085 Combined Revenue $ 1,121,676 $ 721,629 Cost of Sales 875,031 604,418 Gross Profit (Loss) $ 246,645 $ 117,211 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||
Accumulated deficits | $ 51,905,848 | $ 50,597,674 | ||
Cash flow used in operations | 1,469,427 | $ 2,712,872 | 6,395,942 | $ 7,567,645 |
Cash | 3,737,259 | 1,931,068 | ||
Working capital | $ 4,367,081 | $ 2,245,979 |
Schedule of Net Loss per Common
Schedule of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Net (loss) | $ (1,308,174) | $ (2,919,775) | $ (15,223,028) |
Denominator for basic earnings per share - Weighted-average common shares issued and outstanding during the period | 25,551,752 | 23,134,059 | |
Denominator for diluted earnings per share | 25,551,752 | 23,134,059 | |
Basic (loss) per share | $ (0.05) | $ (0.13) | |
Diluted (loss) per share | $ (0.05) | $ (0.13) |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 USD ($) Segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | |||
Cash equivalents | $ 0 | $ 0 | |
Write-off | 152,432 | ||
Raw materials | 23,623 | ||
Finished goods | 123,094 | ||
Packaging | 5,715 | ||
Number of reportable segments | Segment | 2 | ||
Allowance for doubtful accounts | $ 2,266 | 0 | |
Impairment of goodwill | 0 | 0 | |
Impairment of intangible assets | 0 | 1,450,000 | |
Research and development expense | $ 33,148 | $ 103,025 | |
Operating loss carry forwards | 7,110,329 | ||
Operating loss carry forwards valuation allowance | $ 7,110,329 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Credit Loss [Abstract] | ||
Accounts receivable | $ 860,724 | $ 647,530 |
Prepaid Expenses and Deposits (
Prepaid Expenses and Deposits (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Deposits | ||
Prepaid expenses and deposits | $ 909,521 | $ 814,114 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 265,878 | $ 441,404 |
Investment in Affiliate (Detail
Investment in Affiliate (Details Narrative) - USD ($) | 3 Months Ended | ||
Nov. 03, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Investments [Line Items] | |||
Amount raised on investment | $ 138,000,000 | ||
Private placement units | 288,830 | ||
Affiliated Entity [Member] | |||
Schedule of Investments [Line Items] | |||
Loan to affiliate | $ 22,823 | $ 9,073 | |
Jupiter Wellness Sponsor LLC [Member] | |||
Schedule of Investments [Line Items] | |||
Investment | $ 2,908,300 | ||
Founders, shares | 1,437,500 | ||
Jupiter Wellness Acquisition Corp [Member] | |||
Schedule of Investments [Line Items] | |||
Additional loan amount | $ 300,000 | ||
Initial funding | $ 100,000,000 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Jan. 07, 2022 | Mar. 31, 2022 | Mar. 30, 2022 | Dec. 31, 2022 | Jan. 06, 2022 | Dec. 31, 2021 | Dec. 08, 2021 | |
Short-Term Debt [Line Items] | |||||||
Debt face amount | $ 2,000,000 | ||||||
Secured Promissory Note [Member] | Stock Pruchase Agreement [Member] | Next Frontier Pharmaceuticals Inc [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt face amount | $ 5,000,000 | $ 10,000,000 | |||||
Debt interest percentage | 8% | ||||||
Debt fund | $ 1,000,000 | ||||||
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 ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | $ 273,312 | $ 291,533 |
SRM Entertainment [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 1,379,237 | |
SRM Entertainment [Member] | Distribution Agreements [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | 437,300 | |
SRM Entertainment [Member] | Goodwill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Total | $ 941,937 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | 24 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 18,221 | $ 18,221 | |||
Intangible assets | 273,312 | $ 291,533 | |||
Rights consisting cash | 3,737,259 | $ 1,931,068 | |||
Clinical research amount paid | 1,500,000 | ||||
Budget of clinical research agreement | 3,000,000 | ||||
Clinical research agreement, cost | 0 | ||||
Clinical Reserach Agreement [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | 1,075,000 | ||||
Intellectual Property [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets | $ 0 | 0 | |||
Two Licensing Agreement [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Operating lease right-of-use asset | $ 675,000 | ||||
Rights consisting cash | $ 150,000 | $ 150,000 | |||
Shares issued for acquisition of rights | 525,000 | ||||
Two Licensing Agreement [Member] | 2021 Earnings [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | 300,000 | ||||
Two Licensing Agreement [Member] | 2022 Earnings [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 375,000 |
Accrued Liabilities (Details Na
Accrued Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued liabilities | $ 366,619 | $ 585,042 |
Accured interest | 110,905 | 149,918 |
Accrued commisions | 130,000 | 148,552 |
Accrued insurance | 0 | 164,772 |
Other accrued liabilities | 125,714 | 121,800 |
General Liability and Director and Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Accrued insurance | $ 0 | 164,772 |
Premiums receivable | $ 199,097 | |
Average interest rate | 9.30% | 13.90% |
Financed insurance amount | $ 241,272 |
Schedule of Assumptions for Bla
Schedule of Assumptions for Black-Scholes Valuation Model (Details) | Apr. 20, 2022 USD ($) $ / shares |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Convertible promissory notes, fair value | $ | $ 1,245,279 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt instrument term | 5 years |
Measurement Input, Exercise Price [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measure input assumptions | 2.79 |
Measurement Input Market Price On Grant Date [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measure input assumptions | 1.11 |
Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measure input assumptions | 2.81 |
Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measure input assumptions | 0.0287 |
Schedule of Convertible promiss
Schedule of Convertible promissory Notes (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Related Party Transactions [Abstract] | |
Beginning balance | |
Notes | 2,000,000 |
Ending balance | $ 2,000,000 |
Convertible Notes Payable _ R_3
Convertible Notes Payable – Related Parties (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Apr. 20, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Value of shares | $ 277,500 | ||
2022 Convertible Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 1,500,000 | ||
Debt conversion converted warrants | 1,100,000 | ||
2022 Convertible Notes Two [Member] | |||
Short-Term Debt [Line Items] | |||
Convertible notes payable | $ 500,000 | ||
Debt conversion converted warrants | 360,000 | ||
2022 Convertible Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable, maturity date | Oct. 20, 2022 | ||
Notes payable, extended maturity date | Apr. 20, 2023 | ||
Number of shares issued | 250,000 | 250,000 | |
Value of shares | $ 277,500 | $ 277,500 | |
Original issuance discount | 5% | ||
Legal fees | $ 10,000 | ||
Original issuance discount | 8% | ||
Debt instrument, conversion price | $ 2.79 | ||
Warrants term | 5 years | ||
Warrants, exercise price | $ 2.79 | ||
Fair value of shares and warrants issued | $ 984,477 | ||
Interest expense | $ 39,013 | 1,286,368 | |
Amortization of origination shares and warrants discounts | $ 1,104,477 |
Covid-19 SBA Loans (Details Nar
Covid-19 SBA Loans (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | |
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Loans outstanding | $ 49,416 | $ 47,533 | ||
Economic Injury Disaster Loan Program [Member] | ||||
Financing Receivable, Credit Quality Indicator [Line Items] | ||||
Proceeds from loans | $ 55,700 | |||
Loan term | 30 years | |||
Interest rate | 3.75% | |||
Loans outstanding | $ 49,416 | $ 47,533 |
Schedule of Stock Holders (Deta
Schedule of Stock Holders (Details) - Common Stock [Member] - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Balance, shares | 22,338,888 | 24,046,001 |
Shares issued for services | 925,000 | |
Loan origination shares for promissory note | 250,000 | |
Shares repurchased from the market | (2,825,617) | |
Management shares cancelled | (56,496) | |
Public offering | 4,315,787 | |
Balance, shares | 26,654,675 | 22,338,888 |
Capital Structure (Details Narr
Capital Structure (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jan. 23, 2023 | Jul. 26, 2022 | Apr. 20, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [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 | 26,654,675 | 22,338,888 | ||||
Common Stock, shares outstanding | 26,654,675 | 22,338,888 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Treasury shares purchased, values | $ 2,880,045 | |||||
Convertible promissory notes, face value | 2,000,000 | |||||
Value of shares issued for debt | 277,500 | |||||
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. | |||||
Stock payable | $ 477,000 | $ 477,000 | ||||
Consulting Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued for services | 925,000 | |||||
Employee benefits share based compensation | $ 1,054,125 | |||||
RD Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, par value | $ 0.001 | |||||
Issuance of common stock | 4,315,787 | |||||
Gross proceeds | $ 4,100,000 | |||||
Warrant price per share | $ 0.95 | |||||
Net proceeds issuance of warrant | $ 3,450,675 | |||||
2022 Convertible Notes [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares issued in connection with convertible promissory note, shares | 250,000 | 250,000 | ||||
Convertible promissory notes, face value | $ 2,000,000 | |||||
Value of shares issued for debt | $ 277,500 | $ 277,500 | ||||
Warrant price per share | $ 2.79 | |||||
Treasury Stock, Common [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Treasury shares purchased, shares | 2,825,617 | |||||
Treasury shares purchased, values | $ 2,880,045 | |||||
Value of shares issued for debt | ||||||
Common Stock Payable [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Value of shares issued for debt | ||||||
Common Stock Payable [Member] | Consulting Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock to be issued for services | 300,000 | 300,000 | ||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Treasury shares purchased, shares | (2,825,617) | |||||
Treasury shares purchased, values | $ 2,825 | |||||
Shares issued in connection with convertible promissory note, shares | 250,000 | |||||
Value of shares issued for debt | $ 250 | |||||
Number of shares issued for services | 925,000 | |||||
Issuance of common stock | 4,315,787 | |||||
Common Stock [Member] | RD Agreement [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Shares issued price per share | $ 0.70 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants Using Black Scholes Method (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Scenario One [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 | 300,000 | |
Warrants, Fair Value | $ 142,169 | |
Scenario Two [Member] | Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants, Reporting Date | Dec. 30, 2022 | |
Warrants, Term Years | 5 years | |
Warrants, Market Price on Grant Date | $ 0.77 | |
Warrants, Volatility Percentage | 166% | |
Number of Option | 3,250,000 | |
Warrants, Fair Value | $ 2,048,270 | |
Scenario Two [Member] | Options [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants, Exercise Price | $ 0.76 | |
Scenario Two [Member] | Options [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants, Exercise Price | $ 0.84 | |
Convertible Note Warrants [Member] | Scenario One [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% | |
Convertible Note Warrants [Member] | Scenario Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants, Reporting Date | Nov. 11, 2022 | |
Warrants, Relative Fair Value | $ 937,207 | |
Warrants, Term Years | 5 years | |
Warrants, Exercise Price | $ 1 | |
Warrants, Market Price on Grant Date | $ 1.28 | |
Warrants, Volatility Percentage | 211% | |
Warrants, Risk-Free Rate | 0.0432% | |
PIPE Warrants [Member] | Scenario One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants, Reporting Date | Jul. 24, 2021 | |
Warrants, Relative Fair Value | $ 2,311,614 | |
Warrants, Term Years | 3 years | |
Warrants, Exercise Price | $ 1 | |
Warrants, Market Price on Grant Date | $ 0.65 | |
Warrants, Volatility Percentage | 287% | |
Warrants, Risk-Free Rate | 0.0388% | |
PIPE Warrants [Member] | Scenario Two [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants, Reporting Date | Jul. 24, 2021 | |
Warrants, Relative Fair Value | $ 2,602,996 | |
Warrants, Term Years | 5 years | |
Warrants, Exercise Price | $ 1 | |
Warrants, Market Price on Grant Date | $ 0.65 | |
Warrants, Volatility Percentage | 371% | |
Warrants, Risk-Free Rate | 0.0361% |
Summary of Warrant Outstanding
Summary of Warrant Outstanding (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants, Beginning Balance | 15,958,126 | 13,698,125 |
Exercise Price, Beginning balance | $ 3.09 | $ 3.24 |
Number of Warrants, Ending Balance | 24,589,699 | 15,958,126 |
Exercise Price, Ending balance | $ 2.36 | $ 3.09 |
Number of Warrants, Exercisable | 15,958,126 | |
Exercise Price, Exercisable | $ 3.09 | |
IPO [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants, Warrants Issued | 8,631,574 | |
Exercise Price, Warrants Issued | $ 1 | |
Convertible Note Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants, Warrants Issued | 1,460,000 | |
Exercise Price, Warrants Issued | $ 2.79 | |
Convertible Note Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Warrants, Warrants Issued | 800,000 | |
Exercise Price, Warrants Issued | $ 1 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 19, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 8,030,950 | 8,030,950 | |
Officers Directors Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option of granted | 3,250,000 | ||
Option term | five-year | ||
Stock based expense | $ 2,048,270 | ||
PIPE Agreement [Member] | Common Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrant price per share | $ 1 | ||
Issuance of common stock warrants | $ 8,631,574 | ||
Warrant price per share | $ 0.125 | ||
PIPE Agreement [Member] | One Common Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants exercisable | 4,315,787 | ||
PIPE Agreement [Member] | Two common warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants exercisable | 4,315,787 | ||
Consulting Agreement [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option of granted | 300,000 | ||
Option term | two-year | ||
Weighted average exercise price | $ 1 | ||
Stock based expense | $ 142,169 | ||
Minimum [Member] | Officers Directors Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average exercise price | $ 0.76 | ||
Maximum [Member] | Officers Directors Employees [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Weighted average exercise price | $ 0.84 | ||
Convertible Note Warrants [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Issuance of warrants | 2,260,000 | ||
Warrants terms | 5 years | ||
Convertible Note Warrants [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrant price per share | $ 1 | ||
Convertible Note Warrants [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrant price per share | $ 2.79 |
Schedule of Minimum Annual Leas
Schedule of Minimum Annual Lease Payments (Details) | Mar. 31, 2023 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 ($) | 3 Months Ended | 12 Months Ended | |||
Aug. 06, 2020 | Aug. 06, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Feb. 29, 2016 | |
Loss Contingencies [Line Items] | |||||
Right of use assets | $ 603,918 | $ 643,977 | $ 870,406 | ||
Operating lease liability | $ 870,406 | ||||
Discount rate | 8% | ||||
Current portion of lease liability | 185,850 | 164,170 | |||
Long-term portion lease liability | 461,094 | 519,659 | |||
Accreted interest expense | 13,431 | 60,626 | |||
Rent expense | $ 53,490 | 231,790 | |||
Damages sought value | $ 5,000,000 | ||||
Damages paid value | 5,000,000 | ||||
Claiming damages | $ 10 | $ 10 | |||
Other Commitments, Description | In doing so, Judge Liman suggested that a jury could find that the Koch Parties would be fully compensated if the parties simply unwound the domain transfer, or that the jury might quantify the website’s value by looking to the amounts that the Koch Parties had paid for other, similar websites: between $12.17 and $65.98. | ||||
Operating Expense [Member] | |||||
Loss Contingencies [Line Items] | |||||
Right of use assets | 643,977 | ||||
Current portion of lease liability | $ 164,170 |
Schedule of Business Combinatio
Schedule of Business Combination Segment Allocation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 1,121,676 | $ 721,629 |
Cost of sales | 875,031 | 604,418 |
Gross profit (loss) | 246,645 | 117,211 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,121,676 | 721,629 |
Cost of sales | 875,031 | 604,418 |
Gross profit (loss) | 246,645 | 117,211 |
Operating Segments [Member] | Jupiter Wellness [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 34,788 | 14,524 |
Cost of sales | 23,965 | 12,398 |
Gross profit (loss) | 10,823 | 2,126 |
Operating Segments [Member] | SRM Entertainment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,086,888 | 707,105 |
Cost of sales | 851,066 | 592,020 |
Gross profit (loss) | $ 2,365,822 | $ 115,085 |