Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 16, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Information [Line Items] | |||
Entity Registrant Name | APPLIED UV, INC. | ||
Entity Central Index Key | 0001811109 | ||
Entity File Number | 001-39480 | ||
Entity Tax Identification Number | 84-4373308 | ||
Entity Incorporation, State or Country Code | NV | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 6,959,000 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 150 N. Macquesten Parkway | ||
Entity Address, City or Town | Mount Vernon | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10550 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (914) | ||
Local Phone Number | 665-6100 | ||
Entity Listings [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,285,995 | ||
Common Stock, par value $0.0001 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | AUVI | ||
Security Exchange Name | NASDAQ | ||
10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | |||
Entity Listings [Line Items] | |||
Title of 12(b) Security | 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share | ||
Trading Symbol | AUVIP | ||
Security Exchange Name | NASDAQ |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Mazars USA LLP |
Auditor Firm ID | 339 |
Auditor Location | Fort Washington, PA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 1,130,947 | $ 2,734,485 |
Accounts receivable, net of allowance for credit losses | 3,895,177 | 1,508,239 |
Costs and estimated earnings in excess of billings | 3,291,875 | 1,306,762 |
Inventory, net | 7,170,766 | 5,508,086 |
Vendor deposits | 451,989 | 75,548 |
Prepaid expense and other current assets | 1,083,172 | 1,187,223 |
Total Current Assets | 17,023,926 | 12,320,343 |
Property and equipment, net of accumulated depreciation | 1,377,273 | 1,133,468 |
Other assets | 61,500 | 153,000 |
Goodwill | 14,654,067 | 3,722,077 |
Other intangible assets, net of accumulated amortization | 22,291,654 | 11,354,430 |
Right of use assets | 2,977,811 | 4,044,109 |
Total Assets | 58,386,231 | 32,727,427 |
Current Liabilities | ||
Accounts payable and accrued expenses | 9,157,841 | 2,982,760 |
Contingent consideration | 9,757,969 | |
Deferred revenue | 6,371,570 | 4,730,299 |
Due to landlord (Note 2) | 302,372 | 229,234 |
Warrant liability | 7,249 | 9,987 |
Financing lease obligations | 42,445 | 33,712 |
Operating lease liability | 1,741,472 | 1,437,308 |
Officer loan | 200,000 | |
Notes payable, net | 290,505 | 2,098,685 |
Total Current Liabilities | 27,871,423 | 11,521,985 |
Long-Term Liabilities | ||
Due to landlord - less current portion (Note 2) | 90,857 | 393,230 |
Notes payable, net - less current portion | 4,095,093 | 765,144 |
Financing lease obligations - less current portion | 133,189 | 158,070 |
Operating lease liability - less current portion | 1,312,050 | 2,655,103 |
Total Long-Term Liabilities | 5,631,189 | 3,971,547 |
Total Liabilities | 33,502,612 | 15,493,532 |
Redeemable Preferred Stock | ||
Redeemable Preferred Stock | 4,776,489 | |
Equity | ||
Common Stock $0.0001 par value, 26,000,000 shares authorized 1,678,855 shares issued and 1,677,947 outstanding as of December 31, 2023 and 109,411 shares issued and 108,503 outstanding as of December 31, 2022, respectively | 168 | 11 |
Additional paid-in capital | 63,316,938 | 45,621,027 |
Treasury stock at cost, 908 shares, as of December 31 2023 and 2022 | (149,686) | (149,686) |
Accumulated deficit | (43,060,346) | (28,237,513) |
Total Equity | 20,107,130 | 17,233,895 |
Total Liabilities, Redeemable Preferred Stock and Stockholders’ Equity | 58,386,231 | 32,727,427 |
Series B Redeemable Preferred Stock | ||
Redeemable Preferred Stock | ||
Redeemable Preferred Stock | 3,712,500 | |
Series C Redeemable Preferred Stock | ||
Redeemable Preferred Stock | ||
Redeemable Preferred Stock | 1,063,989 | |
Series A Preferred Stock | ||
Equity | ||
Preferred Stock, Value | 55 | 55 |
Series X Preferred Stock | ||
Equity | ||
Preferred Stock, Value | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 26,000,000 | 26,000,000 |
Common stock , share issued | 1,678,855 | 109,411 |
Common stock, share outstanding | 1,677,947 | 108,503 |
Treasury shares | 908 | 908 |
Series B Redeemable Preferred Stock | ||
Redeemable preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized | 1,250,000 | 1,250,000 |
Redeemable preferred stock, shares issued | 1,250,000 | |
Redeemable preferred stock, shares outstanding | 1,250,000 | |
Series C Redeemable Preferred Stock | ||
Redeemable preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Redeemable preferred stock, shares authorized | 2,500,000 | 2,500,000 |
Redeemable preferred stock, shares issued | 399,996 | |
Redeemable preferred stock, shares outstanding | 399,996 | |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |
Preferred stock, shares authorized | 2,500,000 | |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,250,000 | 1,250,000 |
Preferred stock, shares issued | 552,000 | 552,000 |
Preferred stock, shares outstanding | 552,000 | 552,000 |
Series X Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10,000 | 10,000 |
Preferred stock, shares outstanding | 10,000 | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net Sales | $ 40,718,188 | $ 20,139,849 |
Cost of Goods Sold | 32,891,688 | 16,101,555 |
Gross Profit | 7,826,500 | 4,038,294 |
Operating Expenses | ||
Research and development | 552,220 | 319,167 |
Selling general and administrative | 20,369,810 | 14,804,068 |
Loss on impairment of goodwill and intangible assets | 6,473,310 | 6,993,075 |
Total Operating Expenses | 27,395,340 | 22,116,310 |
Operating Loss | (19,568,840) | (18,078,016) |
Other Income (Expense) | ||
Change in Fair Market Value of Warrant Liability | 2,738 | 58,276 |
Interest expense | (1,741,976) | (290,341) |
Loss on change in Fair Market Value of Contingent Consideration | (240,000) | |
Gain on Settlement of Contingent Consideration (Note 2) | 7,045,936 | 1,700,000 |
Other Income | 261,840 | 274,764 |
Gain on settlement of debt | 796,450 | |
Total Other Income (Expense) | 6,364,988 | 1,502,699 |
Loss Before Provision for Income Taxes | (13,203,852) | (16,575,317) |
Benefit from Income Taxes | ||
Net Loss | (13,203,852) | (16,575,317) |
Net Loss attributable to common stockholders: | ||
Dividends to preferred shareholders | (1,618,981) | (1,449,000) |
Net Loss attributable to common stockholders | $ (14,822,833) | $ (18,024,317) |
Basic Loss Per Common Share (in Dollars per share) | $ (40) | $ (176.64) |
Weighted Average Shares Outstanding - basic (in Shares) | 370,571 | 102,040 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted Loss Per Common Share | $ (40) | $ (176.64) |
Weighted Average Shares Outstanding - diluted | 370,571 | 102,040 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Preferred Stock and Changes in Stockholders' Equity - USD ($) | Series B Preferred Stock | Series C Preferred Stock | Series A Preferred Stock | Series X Preferred Stock | Common Stock | Treasury Stock | Additional Pain-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 55 | $ 1 | $ 10 | $ 42,878,890 | $ (10,213,196) | $ 32,665,760 | |||
Balance (in Shares) at Dec. 31, 2021 | 552,000 | 2,000 | 102,205 | ||||||
Settlement of stock in connection with prior acquisition (Note 2) | |||||||||
Settlement of stock in connection with prior acquisition (Note 2) (in Shares) | (3,200) | ||||||||
Common shares repurchased | $ (149,686) | (149,686) | |||||||
Common shares repurchased (in Shares) | 908 | ||||||||
Reissuance of preferred stock | |||||||||
Reissuance of preferred stock (in Shares) | 8,000 | ||||||||
Common stock issued in public offering, net of costs | 1,092,000 | 1,092,000 | |||||||
Common stock issued in public offering, net of costs (in Shares) | 3,200 | ||||||||
Common stock issued in public offering (ATM), net of costs | $ 1 | 929,735 | 929,736 | ||||||
Common stock issued in public offering (ATM), net of costs (in Shares) | 6,438 | ||||||||
Stock-based compensation | 720,402 | 0 | 720,402 | ||||||
Stock-based compensation (in Shares) | 1,660 | ||||||||
Dividends paid to preferred shareholder | (1,449,000) | (1,449,000) | |||||||
Cancellation of restricted stock | |||||||||
Cancellation of restricted stock (in Shares) | (892) | ||||||||
Net loss | (16,575,317) | (16,575,317) | |||||||
Balance at Dec. 31, 2022 | $ 55 | $ 1 | $ 11 | $ (149,686) | 45,621,027 | (28,237,513) | 17,233,895 | ||
Balance (in Shares) at Dec. 31, 2022 | 552,000 | (10,000) | 109,411 | 908 | |||||
Common stock issued in public offering, net of costs | $ 27 | 9,417,246 | 9,417,273 | ||||||
Common stock issued in public offering, net of costs (in Shares) | 262,534 | ||||||||
Common and Preferred stock issued for acquisitions (Note 2) acquisition | $ 3,712,500 | $ 1,063,989 | $ 3 | 4,029,997 | 4,030,000 | ||||
Common and Preferred stock issued for acquisitions (Note 2) acquisition (in Shares) | 1,250,000 | 399,996 | 31,000 | ||||||
Common stock issued in settlement | 39,000 | 39,000 | |||||||
Common stock issued in settlement (in Shares) | 2,000 | ||||||||
Common stock issued in connection for conversion of debt | $ 4 | 767,496 | 767,500 | ||||||
Common stock issued in connection for conversion of debt (in Shares) | 40,161 | ||||||||
Exercise of prefunded warrants | $ 125 | (125) | |||||||
Exercise of prefunded warrants (in Shares) | 1,234,468 | ||||||||
Common stock issued in public offering (ATM), net of costs | $ 1 | 2,246,801 | 2,246,802 | ||||||
Common stock issued in public offering (ATM), net of costs (in Shares) | 14,546 | ||||||||
Stock-based compensation | 679,551 | 0 | 679,551 | ||||||
Stock-based compensation (in Shares) | 15,737 | ||||||||
Dividends paid to preferred shareholder | (1,618,981) | (1,618,981) | |||||||
Cancellation of restricted stock | $ (3) | 515,945 | 515,942 | ||||||
Cancellation of restricted stock (in Shares) | (31,002) | ||||||||
Net loss | (13,203,852) | (13,203,852) | |||||||
Balance at Dec. 31, 2023 | $ 3,712,500 | $ 1,063,989 | $ 55 | $ 1 | $ 168 | $ (149,686) | $ 63,316,938 | $ (43,060,346) | $ 20,107,130 |
Balance (in Shares) at Dec. 31, 2023 | 1,250,000 | 399,996 | 552,000 | 10,000 | 1,678,855 | 908 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from Operating Activities | ||
Net Loss | $ (13,203,852) | $ (16,575,317) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | ||
Stock based compensation | 718,549 | 720,402 |
Credit losses | 439,161 | 94,714 |
Gain on settlement of assumed liabilities | ||
Change in fair market value of warrant liability | (2,738) | (58,276) |
Loss on change in fair market value of contingent consideration (Note 2) | 240,000 | |
Gain on settlement of debt | (796,450) | |
Gain on settlement of accounts payable | (268,376) | |
Gain on settlement of contingent consideration | (7,045,936) | (1,700,000) |
Loss on impairment of goodwill and intangible assets | 6,473,310 | 6,993,075 |
Change in reserve for Obsolescence in Inventory | 451,197 | (52,208) |
Amortization of right-of-use asset | 1,066,298 | 1,213,949 |
Depreciation and amortization | 2,974,944 | 1,991,798 |
Amortization of debt discount | 896,297 | 223,643 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (1,090,064) | 19,850 |
Cost and estimated earnings excess of billings | (1,451,475) | (1,125,610) |
Inventory | 1,897,320 | (3,633,057) |
Vendor deposits | (769) | 916,494 |
Prepaid expenses and other current assets | 951,720 | (448,680) |
Accounts payable and accrued expenses | 1,842,003 | 1,340,655 |
Billings in excess of costs and earnings on uncompleted contracts | (1,388,838) | |
Deferred revenue | (656,928) | 3,941,523 |
Due to landlord | (372,687) | (279,518) |
Operating lease payments | (1,038,889) | (1,170,949) |
Net Cash Used in Operating Activities | (8,217,365) | (8,736,350) |
Cash Flows From Investing Activities | ||
Cash paid for patent costs | (76,753) | (682) |
Purchase of machinery and equipment | (482,888) | (23,017) |
Acquisitions, net of cash acquired (Note 2) | (4,115,709) | (10) |
Payments on note payable | (166,262) | (152,571) |
Net Cash Used in Investing Activities | (4,841,612) | (176,280) |
Cash Flows From Financing Activities | ||
Payments on financing leases | (41,379) | (6,591) |
Proceeds from officer loan | 200,000 | |
Shares repurchased | (149,686) | |
Dividends to preferred shareholders | (769,481) | (1,449,000) |
Proceeds from equity raises, net | 11,625,180 | 2,021,736 |
Proceeds from note payable, net | 441,119 | 2,462,500 |
Net Cash Provided by Financing Activities | 11,455,439 | 2,878,959 |
Net Decrease in Cash and equivalents | (1,603,538) | (6,033,671) |
Cash, restricted cash, and cash equivalents at January 1, | 2,734,485 | 8,768,156 |
Cash, restricted cash, and cash equivalents at December 31, | 1,130,947 | 2,734,485 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest | 816,265 | 57,534 |
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Conversion of debt into common stock | 767,500 | |
Recognition of right of use asset and corresponding liability | 563,315 | 3,527,443 |
Accrued dividends | 849,500 | |
Issuance of Note Payable for payment of prepaid expense | $ 279,347 | $ 318,833 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Applied UV, Inc. (the “Parent”) was formed and incorporated in the State of Delaware for the intended purpose of holding the equity of Sterilumen, Inc. (“Sterilumen”), MunnWorks, LLC (“MunnWorks” and together with Sterilumen, the “Subsidiaries”) and other companies acquired or created by the Parent in the future. The Parent acquired the Subsidiaries pursuant to three share exchanges whereby the equity holders of the Subsidiaries exchanged all of their equity interests in the Subsidiaries for shares of voting stock of the Parent. As a result of the share exchanges, each Subsidiary became a wholly-owned subsidiary of the Parent. The Parent and each Subsidiary are collectively referred to herein as (the “Company”). The Parent was subsequently re-incorporated in the State of Nevada, effective October 25, 2023. Sterilumen is engaged in the design, manufacture, assembly and distribution of (i) automated disinfecting mirror systems for use in hospitals and other healthcare facilities and (ii) air purification systems through its purchase of substantially all of the assets and certain liabilities of Akida Holdings, LLC, KES Science & Technology, and Scientific Air Management LLC, as described below. MunnWorks, LLC is engaged in the manufacture of fine mirrors and custom furniture specifically for the hospitality and retail industries. On March 25, 2022, the Company acquired the assets and assumed certain liabilities of VisionMark, LLC, (“VisionMark”). VisionMark is engaged in the business of manufacturing furniture using wood and metal components for the hospitality and retail industries. On January 26, 2023, we closed on the merger agreement with PURO Lighting LLC and LED Supply Co. LLC along with its operating subsidiaries (“PURO merger”). PURO and LED Supply Co. own a powerful suite of products used in education, government, and healthcare that incorporates UV Lighting and a HVAC monitoring software platform; LED Supply Co. provides design, distribution, and implementation services for lighting, controls and smart building technologies. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, Substantial Doubt about the Company’s Ability to Continue as a Going Concern The Company’s revenues continue to increase, and for the year ended December 31, 2023 were $ 40.7 million, compared to $20.1 million for the same period in 2022, an increase of $20.6 million, or 102.5%. In connection with the above, the Company pursued various funding solutions in order to improve liquidity. Principles of Consolidation The consolidated financial statements include the accounts of Applied UV, Inc., Munnworks, LLC, Sterilumen, Inc., Puro Lighting, LLC, and LED Supply Co. LLC. All significant intercompany transactions and balances are eliminated in consolidation. Concentration of Credit and Business Risk At times throughout the year, the Company maintains cash balances at various institutions, which may exceed the Federal Deposit Insurance Corporation limit. As of December 31, 2023 the Company was approximately $850,000 in excess of FDIC insured limits. The Company provides credit in the normal course of business. For the years ended December 31, 2023 and 2022, the Company had no major suppliers that accounted for over 10% of supplies and materials used by the Company. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the accounting for business combinations and allocating purchase price and estimating the useful life of intangible assets. Cash, Restricted Cash and Cash Equivalents Cash and equivalents include highly liquid investments that have original maturities less than 90 days at the time of their purchase. These investments are carried at cost, which approximates market value because of their short maturities. As of December 31, 2023 and 2022, the Company had approximately $27,000, respectively, in cash equivalents. Accounts receivable The Company’s accounts receivable balance consists of amounts due from its customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Credit losses are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses in the consolidated statements of operations. Recoveries of financial assets previously written off are recorded when received. As of December 31, 2023 and 2022, the Company had credit losses of $439,061 and $94,714, respectively. Included in these losses, based on the Company’s current and historical collection experience, the Company recorded an allowance for credit losses of approximately $333,000 and $35,000 as of December 31, 2023 and 2022, respectively. Inventory Inventories consist of raw materials, work-in-process, and finished goods. Raw materials and finished goods are valued at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) valuation method. Work-in-process and finished goods includes the cost of materials, freight and duty, direct labor and overhead. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The company had a reserve for inventory approximating $808,000 and $88,000 as of December 31, 2023 and 2022, respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation of furniture and fixtures is provided using the straight-line method, generally over the terms of the lease. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred. Depreciation of machinery and equipment is based on the estimated useful lives of the assets. Schedule of estimated useful lives Machinery and equipment 5 to 7 years Leasehold improvements Lesser of term of lease or useful life Furniture and fixtures 5 to 7 years Business Acquisition Accounting The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. The Company allocates the purchase price of its business acquisitions based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses. Goodwill and Intangible Assets The Company has recorded intangible assets, including goodwill, in connection with business combinations. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. In accordance with U.S. GAAP for goodwill and other indefinite-lived intangibles, the Company tests these assets for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations. During the years ended December 31, 2023 and 2022, we evaluated potential triggering events that might be indicators that our goodwill and definite lived intangibles were impaired. As a result of our evaluation, we determined that the fair value of our goodwill and certain intangible assets were less than the carrying amount as of December 31, 2023 and 2022. This resulted in a total impairment charge of $6,473,310 and $6,993,075, respectively. See Note 2 for further information related to the impairment. Income Taxes The Company files income tax returns using the cash basis of accounting. Income taxes are accounted for under the asset and liability method. Current income taxes are based on the year’s income taxable for federal and state tax reporting purposes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. Derivative Instruments The Company evaluates its warrants to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company has concluded that there are no such reclassifications required to be made as of and for the periods ended December 31, 2023 and 2022. The Company utilizes the Black-Scholes valuation model to value the derivative warrants as stipulated in the agreement for the warrant holders to receive cash based on that value. Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for loans payable approximate fair value because of the immediate or short-term maturity of the financial instruments. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. Loss Per Share Basic loss per share is computed by dividing net loss attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Loss Per Share: As of December 31, 2023 2022 Common stock options 4,627 8,000 Common stock options issued as per the December 11, 2023 Puro-LED deal restructuring agreement – see Note 2 and Note 9. 490,000 Series B Preferred Stock 1,250,000 - Series C Preferred Stock 399,996 - Common stock warrants 419,205 1,539 Total 2,563,828 9,539 Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC”), Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock and modifications to existing stock options, to be recognized in the statements of operations based on their fair values over the requisite service period. Reverse Stock Split On May 30, 2023, Applied UV, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect a 1-for-5 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Certificate of Amendment has no effect on the number of authorized shares of Common Stock or their par value. No fractional shares will be issued in connection with the reverse stock split and stockholders will receive cash in lieu of fractional shares. On December 12, 2023, Applied UV, Inc. (the “Company”) filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a 1-for-25 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and simultaneously decrease the total number of authorized shares of Common Stock at the same ratio as the reverse stock split. The Certificate of Change has no effect on the par value of the Common Stock. No fractional shares were issued in connection with the reverse stock split and stockholders received one share of Common Stock in lieu of a fractional share. All historical share and per share amounts in these financial statements have been retroactively adjusted to reflect the reverse stock split. Research and Development The Company accounts for research and development costs in accordance with 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, research and development costs are expensed as incurred. Revenue Recognition The Company recognizes revenue when the performance obligations in the client contract has been achieved. A performance obligation is a contractual promise to transfer product to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of goods in an amount that reflects the consideration the Company expects to receive in exchange for those goods. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price to performance obligations in the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation. For MunnWorks projects completed within the Company’s facilities, the Company designs, manufactures and sells custom mirrors and furniture for the hospitality and retail industries through contractual agreements. These sales require the company to deliver theproducts within three to nine months from commencement of order acceptance. Revenue is recognized using the input method of accounting. Deferred revenue represents amounts billed in excess of revenues recognized. Revenues recognized in excess of amounts billed typically does not occur as the Company will not perform any work in excess of the amount the company bills to its customers. If work is performed in excess of amounts billed, the Company will record an unbilled receivable. The company applied the five-step model to the sales of Puro’s disinfection solution, LED’s lighting products, Akida’s and KES’s Airocide™ and misting system products, and SciAir’s whole-room aerosol chamber and laboratory certified air disinfection machines. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company sells Airocide™ air sterilization units, misting systems, and whole-room aerosol chamber and laboratory certified disinfection machines to both consumer and commercial customers. These products are sold both domestically and internationally. The cycle from contract inception to shipment of products is typically one day to three months. The Company’s contracts for both its consumer and commercial customers each contain a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. As a result, the entire transaction price is allocated to this single performance obligation. The Company recognizes revenues at a point in time when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product by the Company or upon customer pick-up via third party common carrier. Revenue recognized over time and revenue recognized at a point in time for the years ended: Schedule of revenue: December 31, 2023 2022 Recognized over time $ 14,934,031 $ 9,419,117 Recognized at a point in time 25,784,157 10,720,732 $ 40,718,188 $ 20,139,849 Deferred revenue was comprised of the following as of: December 31, December 31, 2023 2022 Recognized over time $ 2,935,269 $ 3,581,195 Recognized at a point in time 3,436,301 1,149,104 $ 6,371,570 $ 4,730,299 Deferred revenue amounting to $4,714,686 as of December 31, 2022 was recognized as revenue during the year ended December 31, 2023. Shipping and Handling Charges The Company reports shipping and handling fees charged to customers as part of net sales and the associated expense as part of cost of sales. Shipping charges amounted to $1,138,697 and $821,448 for the years ended December 31, 2023 and 2022, respectively. Advertising Advertising costs consist primarily of online search advertising and placement, trade shows, advertising fees, and other promotional expenses. Advertising costs are expensed as incurred and are included in sales and marketing on the consolidated statements of operations. Advertising expense for the years ended December 31, 2023 and 2022 was $661,833 and $1,109,207, respectively. Vendor deposits Vendor payments to third manufactures are capitalized until completion of the project and are recorded as vendor deposits. As of December 31, 2023 and 2022, the vendor deposit balance was $451,989 and $75,548, respectively. Patent Costs The Company capitalizes costs consisting principally of outside legal costs and filing fees related to obtaining and maintaining patents. The Company amortizes patent costs over the useful life of the patent which is typically 20 years, beginning with the date the patent is filed with the U.S. Patent and Trademark Office, or foreign equivalent. As of December 31, 2023 and 2022, capitalized patent costs net of accumulated amortization was $1,445,650 and $1,593,741, respectively. For the years ended December 31, 2023 and 2022, the Company recorded $184,045 and $100,065, respectively, of amortization expense for these patents. Recently adopted accounting standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (eTopic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2023. These standards replace the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measure at amortized cost to be presented at the net amount expected to be collected. The Company determined that this change does not have a material impact to the consolidated financial statements. In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures (“ASU 2023-09”) in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company expects to adopt the standard for the fiscal year beginning December 30, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-09 on its consolidated financial statements. |
Business Acquisition
Business Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquistion [Abstract] | |
BUSINESS ACQUISITION | NOTE 2 – BUSINESS ACQUISITION The Company accounted for the acquisitions as a business combinations using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, the Company used its best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. The results of operations of the acquired businesses since the date of acquisition are included in the consolidated financial statements of the Company years ended December 31, 2023 and 2022. The total purchase consideration was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition, as determined by management. The excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed has been recorded as goodwill. The value of the goodwill from the acquisitions described below can be attributed to a number of business factors including, but not limited to, cost synergies expected to be realized and a trained technical workforce. In conjunction with acquisitions noted below, we used various valuation techniques to determine fair value of the assets acquired, with the primary techniques being discounted cash flow analysis, relief-from-royalty, a form of the multi-period excess earnings and the with-and-without valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Inputs to these valuation approaches require significant judgment including: (i) forecasted sales, growth rates and customer attrition rates, (ii) forecasted operating margins, (iii) royalty rates and discount rates used to present value future cash flows, (iv) the amount of synergies expected from the acquisition, (v) the economic useful life of assets and (vi) the evaluation of historical tax positions. In certain acquisitions, historical data is limited, therefore, we base our estimates and assumptions on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. In relation with the purchase by Sterilumen, Inc., of Old SAM Partners, LLC, on March 31, 2022, there was a settlement of a dispute that arose during the first quarter of 2022 between both parties regarding certain representations and warranties in the purchase agreement which resulted in a settlement and mutual release agreement where the seller agreed to relinquish any right, title, and interest in the previously issued 80,000 shares. During the six months ended June 30, 2022, the company recorded a loss on change in fair market value of contingent consideration of $240,000 and, as a result of the settlement agreement, the company recorded a gain on settlement of contingent consideration of $1,700,000. The Company also determined that a triggering event had occurred as a result of the settlement agreement. A quantitative impairment test on the goodwill and intangible assets determined that the fair value was below the carrying value and as a result the Company recorded a full goodwill impairment charge of $1,138,203 in the first quarter of 2022. As a result of our evaluation, we determined that the fair value of certain intangible assets were less than the carrying amount as of December 31, 2022. The Company recorded an impairment on intangibles of $5,854,872 in the Consolidated Statements of Operations during the year ended December 31, 2022. On March 25, 2022, the Company entered into an asset purchase agreement by and among the Company, Munnworks, LLC., a New York Limited Liability Company and wholly-owned subsidiary of the Company (the “Purchaser”) and VisionMark LLC, a New York limited liability company (the “Seller”), pursuant to which the Purchaser acquired substantially all of the assets of the Seller in exchange for the assumption of obligations of buyer under the sublease and sublease guarantee. The purchase price and purchase price allocation as of the acquisition completion date follows. Purchase Price: Cash paid at closing $ 10 Due to landlord 755,906 Total Purchase Price, net of cash acquired 755,916 Assets Acquired: Accounts receivable, net 636,550 Inventory 176,583 Costs and estimated earnings in excess of billings 181,152 Machinery and equipment 1,100,000 Total Assets Acquired: 2,094,285 Liabilities Assumed: Billings in excess of costs and earnings on uncompleted contracts (1,388,838 ) Total Liabilities Assumed (1,388,838 ) Net Assets Acquired 705,447 Excess Purchase Price “Goodwill” $ 50,469 The excess purchase price has been recorded as goodwill in the amount of approximately $50,469. The goodwill is amortizable for tax purposes. In connection with the VisionMark LLC acquisition, the Company is obligated to repay $31,057 of past due lease payments per month for the next 36 months commencing on April 1, 2022. The Company recognized a discount and related liability equal to the present value of the past due lease liability, and amortizes the difference between such present value and the liability through interest expense using a rate of 38.7% as per the effective interest rate method over the repayment period. Amortization of discount included in interest expenses was $143,453 and $146,073 for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the future maturity of the lease liability as of December 31, is as follows: Years Ended December 31, 2024 372,688 2025 93,172 Total 465,860 Less: Unamortized discount (72,631 ) Total amount due to landlord 393,229 Less: current portion of amount due to landlord, net of discount (302,372 ) Total long-term portion of amount due to landlord $ 90,857 On January 26, 2023, the Company entered into an asset purchase agreement by the Company (the “Buyer”) and PURO Lighting, LLC, (the “Seller”) a limited liability company under the laws of the State of Colorado, pursuant to which the Purchaser acquired substantially all of the assets of the Seller in exchange for cash, common stock and preferred stock of the buyer. The Company paid or issued, as applicable (i) 19,978 shares of the Company’s common stock, (ii) 251,108 shares of the Company’s 5% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”) (iii) cash of $3,828,702 and (iv) 1,250,000 shares of the Company’s 2% Series B Cumulative Perpetual Preferred Stock (the “Series B Preferred Stock”). In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the PURO Merger Agreement. The purchase price and purchase price allocation as of the acquisition completion date follows, which includes an adjustment for changes during the measurement period of ($332,357) in contingent consideration – earnout, resulting in a corresponding reduction in goodwill. Purchase Price: Cash paid at closing, net of cash acquired $ 3,828,967 Common stock 2,597,111 Series B Preferred Stock 3,712,500 Series C Preferred Stock 667,947 Contingent consideration-Common Stock True Up*** 2,397,334 Contingent consideration-Earnout 3,713,875 Total Purchase Price, net of cash acquired 16,917,734 Assets Acquired: Accounts receivable, net 274,574 Inventory 2,085,912 Other current assets 415,188 Fixed assets, net 5,075 Tradenames/trademarks 1,228,000 Technology/know-how/trade secrets 1,842,000 Patented technology 1,710,000 Customer relationships 4,705,000 Total Assets Acquired: 12,265,749 Liabilities Assumed: Accounts payable and accrued expenses (936,448 ) Deferred revenue (18,482 ) Total Liabilities Assumed (954,930 ) Net Assets Acquired 11,310,819 Excess Purchase Price “Goodwill” $ 5,606,915 *** Represents the difference in fair value of common stock on the date of acquisition versus agreed upon $2 per share (“Make Whole”). In the event any PURO Equityholder sells any shares of Common Stock obtained pursuant to the terms of the Agreement through a registered broker/dealer on or after the first anniversary of the Closing Date for a price per share of the Common Stock less than $2.00 (the “Sale Price”), Parent will pay to such PURO Equityholder within ten (10) Business Days following the consummation of such sale to an account designated in writing by such PURO Equityholder an amount equal to (a) (i) $2.00 less (ii) the Sale Price, multiplied by (b) the number of shares of Common Stock sold in such sale (the “Make Whole Amount”). The Make Whole Amount payment shall be 50% in cash and 50% in shares of Common Stock (with the number of shares of Common Stock to be issued determined based on a price per share equal to 90% of the Sale Price). The excess purchase price has been recorded as goodwill in the amount of approximately $5,606,915. The goodwill is not amortizable for tax purposes. On January 26, 2023, the Company entered into an asset purchase agreement by the Company (the “Buyer”) and LED Supply Co, LLC, (the “Seller”), a limited liability company under the laws of the State of Colorado, pursuant to which the Purchaser acquired substantially all of the assets of the Seller in exchange for cash, common stock and preferred stocks of the buyer. The Company paid or issued, as applicable (i) 11,023 shares of the Company’s common stock; (ii) 148,888 shares of Series C Preferred Stock; and (iii) cash of $286,742. In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the LED Merger Agreement. The purchase price and purchase price allocation as of the acquisition completion date follows, which includes an adjustment for changes during the measurement period of ($723,468) in contingent consideration – earnout and ($126,000) in assets acquired - customer relationships, resulting in a corresponding reduction in goodwill of ($597,468). Purchase Price: Cash paid at closing $ 286,742 Common stock 1,432,889 Series C Preferred Stock 396,042 Contingent considerations-Common Stock True Up*** 1,322,665 Contingent considerations-Earnout 9,885,974 Total Purchase Price, net of cash acquired 13,324,312 Assets Acquired: Accounts receivable, net 1,461,461 Inventory 1,925,285 Other current assets 36,815 Vendor deposits 375,672 Costs and estimated earnings in excess of billings 533,638 Fixed assets, net 106,330 Trademarks/tradenames 1,806,000 Technology/know-how/trade secrets 1,169,193 Vendor relationships 1,416,000 Rebate program 1,894,703 Customer relationships 1,962,000 Other non-current assets 24,819 Total Assets Acquired: 12,711,916 Liabilities Assumed: Accounts payable (2,854,509 ) Deferred revenue (2,279,616 ) Notes payable (1,778,666 ) Financing lease liability (25,231 ) Total Liabilities Assumed (6,938,022 ) Net Assets Acquired 5,773,894 Excess Purchase Price “Goodwill” $ 7,550,418 *** The amount represents the difference in fair value of common stock on the date of acquisition versus the agreed upon $2 per share (“Make Whole”). In the event any LED Equityholder sells any shares of Common Stock obtained pursuant to the terms of the Agreement through a registered broker/dealer on or after the first anniversary of the Closing Date for a price per share of the Common Stock less than $2.00 (the “Sale Price”), Parent will pay to such LED Equityholder within ten (10) Business Days following the consummation of such sale to an account designated in writing by such LED Equityholder an amount equal to (a) (i) $2.00 less (ii) the Sale Price, multiplied by (b) the number of shares of Common Stock sold in such sale (the “Make Whole Amount”). The Make Whole Amount payment shall be 50% in cash and 50% in shares of Common Stock (with the number of shares of Common Stock to be issued determined based on a price per share equal to 90% of the Sale Price). The excess purchase price has been recorded as goodwill in the amount of approximately $7,550,418. The goodwill is not amortizable for tax purposes. Make Whole Revision and Impairment on Intangibles In December of 2023, management determined that the revenues of PURO are significantly lower than projected during the business acquisition process. This discrepancy was primarily due to the realization that a substantial portion of the anticipated announced government funding, which was expected to benefit PURO had already been allocated to specific projects. Consequently, PURO and other enterprises have not been able to fully benefit from the expected government funding; therefore leading to lower-than-anticipated sales projections. Revisions of certain considerations transferred as per the December 11, 2023 Restructuring Agreements: In light of the revised business projections, the Company and the seller have agreed to modify the purchase price terms for both PURO and LED: PURO: (i) The contingent consideration make-whole reserve has been reduced to $0. (ii) Previously issued common stock have been clawed back in exchange for new options to be issued in January 2024. (iii) The contingent consideration earnout components for both Year 2022 and Years 2023-2025 would be impacted as well. LED: While LED’s business is not adversely affected by the already allocated government funding, the uncertain economic climate has prompted the seller (now part of the Company’s management team) to make concessions on the purchase price. The concessions comprised of the following: (i) The contingent consideration make-whole reserve has been reduced to $0. (ii) Previously issued common stock have been clawed back in exchange for new options to be issued in January 2024. (iii) The contingent consideration earnout components for both Year 2022 and Years 2023-2025 would be impacted as well. The reduction in purchase price triggered an assessment for impairment which resulted in the Company recording a loss on impairment of PURO goodwill and intangible assets of $6,473,310 and a gain on settlement of contingent consideration of $7,045,936. The loss on impairment of goodwill and intangibles was comprised of the following: December 31, 2023 Tradenames $ 473,415 Technology/know-how 817,122 Customer relationships 2,221,410 Patented technology 736,020 Goodwill 2,225,343 $ 6,473,310 The gain on settlement of contingent consideration was comprised of the following: December 31, 2023 Gain on Make-Whole Provision Adjustment $ 3,719,997 Gain on Settlement of 2022 Earnout Reserve 751,867 Gain on Adjustment of 2023-2025 Earnout Reserves 3,090,014 Sub-total 7,561,878 Loss on Exchange of Stock Options for Common Shares clawed-back (515,942 ) Total $ 7,045,936 In addition, certain assumed liabilities were reduced in agreement with the sellers which resulted in a gain of $268,376. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory consists of the following as of: December 31, December 31, 2023 2022 Raw materials $ 3,433,320 $ 3,485,040 Finished goods 4,545,653 2,110,838 Inventory at cost $ 7,978,973 $ 5,595,878 Less: Reserve (808,207 ) (87,792 ) Inventory $ 7,170,766 $ 5,508,086 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment (including machinery and equipment under capital leases) are summarized by major classifications as follows: December 31, December 31, 2023 2022 Machinery and Equipment $ 1,619,343 $ 1,266,189 Leasehold improvements 239,864 67,549 Furniture and Fixtures 274,326 203,256 2,133,533 1,536,994 Less: Accumulated Depreciation (756,260 ) (403,526 ) $ 1,377,273 $ 1,133,468 Depreciation expense, including amortization of assets under financing leases, for the year ended December 31, 2023 and 2022 was $350,486 and $223,862, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets as of December 31, 2023 and 2022 consist of the following: December 31, December 31, 2023 2022 Intangible assets subject to amortization Customer Relationships $ 6,101,188 $ 1,655,598 Tradenames/trademarks 4,769,115 2,208,530 Patented technology 2,740,704 1,730,771 Technology/know-how/trade secrets 10,575,871 8,341,000 Vendor relationships 1,416,000 - Rebate program 1,894,703 - 27,497,581 13,935,899 Less: Accumulated Amortization (5,205,927 ) (2,581,469 ) $ 22,291,654 $ 11,354,430 As of December 31, 2023 and 2022, the Company recorded total amortization expense related to intangible assets of $2,624,458 and $1,767,936, respectively. The useful lives of tradenames ranges from 5 to 10 years, technology is 10 years, customer relationships ranges from 7 to 14 years, and patents range from 17 to 20 years. The Company also recorded an impairment of PURO goodwill and intangible assets of $6,805,667 (Note 2). Future amortization of intangible assets are as follows: For the years ending December 31, 2024 $ 2,568,150 2025 2,568,150 2026 2,550,641 2027 2,493,363 Thereafter 12,111,350 $ 22,291,654 |
Financing Lease Obligation
Financing Lease Obligation | 12 Months Ended |
Dec. 31, 2023 | |
Financing Lease Obligation [Abstract] | |
FINANCING LEASE OBLIGATION | NOTE 6 – FINANCING LEASE OBLIGATION The Company’s future minimum principal and interest payments under a financing lease for machinery and equipment are as follows: 2024 $ 63,944 2025 63,944 2026 49,260 2027 36,109 Total lease payments 213,257 Less: Amount representing interest (37,623 ) Present value of future minimum lease payments 175,634 Less: current portion (42,445 ) Financing lease obligations, net of current $ 133,189 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE As of December 31, 2023 and 2022, the Company had the following notes payable outstanding: December 31, December 31, 2023 2022 Loan Agreement $ 157,500 $ 157,500 Streeterville Notes - 2,807,500 Directors and Officers Liability Insurance Agreement 133,005 166,262 Pinnacle Note 4,095,093 - Total 4,385,598 3,131,262 Less: Unamortized debt discount - 267,433 Total notes payable 4,385,598 2,863,829 Notes payable, current (290,505 ) (2,098,685 ) Notes payable, non current $ 4,095,093 $ 765,144 Minimum obligations under these loan agreement are as follows: 2024 $ 290,505 2025 4,095,093 $ 4,385,598 Loan Agreement The Company entered into a loan agreement in April of 2019 where the company was required to pay $157,500 in five payments in the amount of $30,000 per year, with an additional $7,500, representing interest, in year two to a loan holder. As of December 31, 2023, the Company has an outstanding balance of $157,500, and no payments have been made as of December 31, 2023. Streeterville Note #1 On October 7, 2022, the Company entered into a Security Purchase Agreement with Streeterville Capital, LLC whereby the Company issued an 8% unsecured redeemable note in the principal amount of $2,807,500. The Company received net proceeds of $2,462,500, after the deduction of debt issuance costs of $345,000. These fees were recorded as debt discounts, net of the carrying value of the debt, and are being amortized over the life of the loan using the effective interest rate method. The note has a maturity date of April 7, 2024. At any time following the occurrence of any event of default, interest shall accrue on the outstanding balance beginning on the date the applicable event of default occurred at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. On May 1, 2023, the Company paid an amendment fee of $65,000 which was added to principal and recorded as a debt discount. The amendment was to extend the required principal payments to September of 2023. In May of 2023, the noteholder converted $217,500 of principal in exchange for 4,405 common shares. In August of 2023, the noteholders converted an additional $250,000 of principal in exchange for 16,559 common shares. The lender has the right at any time 6 months after the effective date, at its election, to redeem all or part of the maximum redemption amount as set forth in the promissory note. Payments of each redemption amount may be made (a) in cash, or (b) in common stock per the following formula: the portion of the applicable Redemption amount being paid in common stock divided by the common stock redemption price, or (c) by any combination of the foregoing. Whereas common stock redemption price means 87.5% multiplied by the Nasdaq minimum price. Whereas Nasdaq minimum price means the lower of: (i) the closing price on the trading day immediately preceding the date the common stock redemption price is measured; or (ii) the average closing price of the common stock for the five trading days immediately preceding the date the common stock redemption price is measured. The principal amount of the Note may be prepaid in full, or any portion of the outstanding balance earlier than it is due; provided that in the event borrower elects to prepay all or any portion of the outstanding balance it shall pay to lender 120% of the portion of the outstanding balance borrower elects to prepay. The prepayment premium will not apply if borrower repays the Note in full on the anniversary date, which is one year from the purchase price date. If prior to the anniversary date all redemption amounts are paid as common stock redemptions, then each time after the anniversary date that borrower makes a common stock redemption, $8,333 of the monitoring fee will be deducted from the outstanding balance, not to exceed $50,000. No interest will accrue on the monitoring fee. Debt discount related to the note amounts to $345,000 and is being amortized using the effective interest method over the term of the note. The effective interest rate of the note is 21.84%. The Company paid an amendment fee in May of 2023 of $65,000 which was added to debt discount. On November 15, 2023, the book value of the loan of $2,453,662 was settled in full for $2,125,000 using the proceeds received from an equity offering that took place in December of 2023. Refer to Note 9 of the financial statements for further detail of the equity offering. The net amount of $328,662 was recorded to gain on settlement of debt. Interest expense recorded in the accompanying Statements of Operations by the Company was $187,323 and $53,301 for the years ended December 31, 2023 and 2022, respectively. Streeterville Note #2 Debt discount recognized during 2023 related to the note amounts to $344,500 and is being amortized using the effective interest method over the term of the note. The effective interest rate of the note is 22.63%. The Company paid an amendment fee in May of 2023 of $35,000 which was added to debt discount. In August of 2023, the noteholders converted $266,746 of principal and $33,254 of accrued interest in exchange for 19,197 common shares. On November 15, 2023, the book value of the loan of $2,592,788 was settled in full for $2,125,000 using the proceeds received from an equity offering that took place in December of 2023. Refer to Note 9 of the financial statements for further detail of the equity offering. The net amount of $467,788 was recorded to gain on settlement of debt. Interest expense recorded in the accompanying Statements of Operations by the Company was $175,767 and $ - Directors and Officers Liability Insurance Agreement On August 28, 2022, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $318,833. Under the terms of the agreement, the Company made a down payment of $41,730, with the remaining balance financed over the remaining term at an annual percentage rate of 5.05%. Beginning in September 2022, the Company is making 10 monthly payments of $27,710, with the last payment made in June 2023. As of years ended, December 31, 2023 and 2022, the outstanding balance on the note payable was $0 and $166,262. respectively. On August 28, 2023, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $279,347. Under the terms of the agreement, the Company made a down payment of $42,115, with the remaining balance financed over the remaining term at an annual percentage rate of 6.28%. Beginning in September 2023, the Company is making 10 monthly payments of $24,411, with the last payment made in June 2024. At December 31, 2023 the outstanding balance on the note payable was $133,005. Interest expense for the years ended December 31, 2023 and 2022 were immaterial to the consolidated financial statements. Pinnacle Note In December 2022, the Company entered into a Loan and Security Agreement, or (the “Loan Agreement”), with Pinnacle Bank, which provides for a $5,000,000 secured revolving credit facility (the “Loan Facility”). The facility was later amended and increased to $6,000,000 on May 23, 2023. The loan is subject to a maximum advance amount of up to 85% of net face amount of eligible accounts, plus the lessor a) of the sum of 20% of the aggregate eligible inventory value of raw materials and 35% of the aggregate eligible inventory value of finished goods, b) $1 million, c) 80% of the net orderly liquidation value of raw materials and finished goods, or d) 100% of the aggregate outstanding principal amount of advances. In no event shall the aggregate amount of the outstanding advances under the Loan Facility be greater than $6 million. The loan matures on January 25, 2025. The principal amount of outstanding revolving loan, together with accrued and unpaid interest, is due on the maturity date. The loan accrues interest at a 1.50% margin above the greater of the prime rate or 4.00%. The interest margin is increased to 2.00% in respect to the advances against eligible inventory. If the Company fails to perform any covenant, term or provision of the Loan Agreement, then interest shall accrue at the rate of 6.0% above the interest rate. If after the occurrence of an event of default and the loan is not paid in full by the maturity date, the loan shall bear interest at the rate of 18.0% above the interest rate. Obligations under the Loan Agreement are secured by all of the Company’s assets. On the effective date the Company paid a loan fee of 2% of the amount of the Loan Facility and will be required to pay a loan fee of 1.5% of the amount of the Loan Facility annually thereafter. The Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and the Subsidiaries, including, without limitation, restrictions on liens, indebtedness, fundamental changes, capital expenditures, consignments of inventory and distributions. The Loan Agreement contains customary events of default, including, without limitation, payment defaults, covenant defaults, breaches of certain representations and warranties, certain events of bankruptcy and insolvency, certain events under ERISA and judgments. If an event of default occurs and is not cured within any applicable grace period or is not waived, the Lender is entitled to take various actions, including, without limitation, the acceleration of amounts due thereunder and termination of commitments under the Loan Facility. There was a $4,095,093 outstanding balance under the Loan Facility as of December 31, 2023 which has all been classified as long term. Interest expense recorded in the accompanying Statements of Operations by the Company was $506,424 and $ -0- Chase Credit Facility In connection with the acquisition of LED Supply Co, LLC, the Company assumed $1,728,474 in principal and $71,724 in accrued interest relating to a credit facility issued by JP Morgan Chase Bank. On March 15, 2023, the Company paid the principle in full and accrued interest of $71,724, for an aggregate payment of $1,800,199, by drawing down on the Company’s credit facility with Pinnacle Bank. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 – FAIR VALUE MEASUREMENTS Accounting guidance on fair value measurements requires that financial assets and liabilities be classified and disclosed in one of the following categories of the fair value hierarchy: Level 1 Level 2 Leve We did not have any transfers between levels during the periods presented. The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2023 and 2022: Carrying Fair Value Quoted Priced Significant Significant As of December 31, 2022 Assets Money market funds $ 26,828 $ 26,828 $ 26,828 $ - $ - Total assets $ 26,828 $ 26,828 $ 26,828 $ - $ - Liabilities Contingent consideration $ - $ - $ - $ - $ - Warrant liability 9,987 9,987 - - 9,987 Total liabilities $ 9,987 $ 9,987 $ - $ - $ 9,987 As of December 31, 2023 Assets Money market funds $ 27,153 $ 27,153 $ 27,153 $ - $ - Total assets $ 27,153 $ 27,153 $ 27,153 $ - $ - Liabilities Contingent consideration $ 9,757,969 $ 9,757,969 $ - $ - $ 9,757,969 Warrant liability 7,249 7,249 - - 7,249 Total liabilities $ 9,765,218 $ 9,765,218 $ - $ - $ 9,765,218 The carrying amounts of accounts receivable, accounts payable and short-term debt approximated fair values as of December 31, 2023 and 2022 because of the relatively short maturity of these instruments. There were no other level 3 or level 1 assets or liabilities as if December 31, 2023. Money market funds – Cash equivalents of $27,153 and $26,828 as of December 31, 2023 and 2022, respectively, consisted of money market funds. Money market funds are classified as Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Contingent consideration – As a result of the merger transaction, the company assumed an Earn-out liability, which is remeasured each reporting period. Given the unobservable nature of the inputs, the fair value measurement of the deferred earn-out is deemed to use Level 3 inputs. The Earn-out liability was accounted for as a liability as of the date of the merger transaction and will be remeasured to fair value until the Earnout Triggering Events are met. Warrant liability – The fair value of the warrant liability is derived through the Black Scholes method and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. Other Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, GAAP requires that, under certain circumstances, we also record assets and liabilities at fair value on a nonrecurring basis. In connection with the acquisitions of SciAir, KES, and Akida during 2021 and VisionMark in 2022, as discussed in Note 2, we used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis and the relief-from-royalty, a form of the multi-period excess earnings, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY At the Market Sales Agreement On July 1, 2022, the Company filed a $50,000,000 mixed use shelf registration (Form S-3) and entered into an At The Market sales agreement (“ATM”) with Maxim Group, LLC for a total of $9,000,000, as a readily available source of funding if needed. During the year ended December 31, 2022 the Company sold 6,438 ATM shares through the sales agent with net proceeds of $929,736. During 2023, an additional 14,546 shares have been sold for net proceeds of $2,246,802, leaving a gross balance of $5,693,833 on the ATM facility. The ATM facility expired July 1, 2023. The shelf registration statement will expire on July 12, 2025. Reverse Stock Split May 31, 2023 Applied UV, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect a 1-for-5 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on May 30, 2023. The Certificate of Amendment has no effect on the number of authorized shares of Common Stock or their par value. No fractional shares will be issued in connection with the reverse stock split and stockholders will receive cash in lieu of fractional shares. The Common Stock began trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market when the market opened on May 31, 2023. The trading symbol for the Common Stock will remain “AUVI.” The Common Stock was assigned a new CUSIP number (03828V402) following the reverse stock split. The Company has adjusted the number of shares available for future grant under its equity incentive plan as well as the number of outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the reverse stock split. December 12, 2023 Applied UV, Inc. (the “Company”) filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a 1-for-25 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), on December 12, 2023, and simultaneously decrease the total number of authorized shares of Common Stock at the same ratio as the reverse stock split. The Certificate of Change has no effect on the par value of the Common Stock. No fractional shares were issued in connection with the reverse stock split and stockholders received one share of Common Stock in lieu of a fractional share. The Common Stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market when the market opened on December 12, 2023. The trading symbol for the Common Stock remains “AUVI.” The Common Stock was assigned a new CUSIP number (037988300) following the reverse stock split. All historical share and per share amounts in these financial statements have been retroactively adjusted to reflect both of the reverse stock splits. June Public Offering On June 16, 2023, the Company entered into an underwriting agreement, pursuant to which the Company agreed to sell to the Underwriters, an aggregate of (i) 189,200 shares of its common stock, at a public offering price of $1.00 per share and (ii) pre-funded warrants to purchase 10,800 shares of Common Stock at a price of $1 per share, minus $0.001. In addition, the Company granted the Underwriters a 45 day over allotment option to purchase up to an additional 30,000 shares of Common Stock at the public offering price per security, less underwriting discounts, and commissions, of which was 8,000 shares were purchased. The net proceeds to the Company from the Offering were $4,383,997, after deducting underwriting discounts and commissions and the payment of other offering expenses associated with the Offering that were payable by the Company. Each pre-funded warrant is exercisable for one share of our common stock, with an exercise price equal to $0.001 per share, at any time that the pre-funded warrant is outstanding. There is no expiration date for the pre-funded warrants. The holder of a pre-funded warrant will not be deemed a holder of our underlying common stock until the pre-funded warrant is exercised. November Public Offering On November 14, 2023, the Company closed a public offering, selling 1,706,667 units at $3.75 each. Each Unit consisted of (i) either a share of common stock or a pre-funded warrant to purchase one share of common stock, (ii) 1/10th of a Series A warrant, and (iii) 1/10th of a Series B warrant. The total number of shares and pre-funded warrants issued were 65,334 and 1,641,333, respectively. Following the adjustments made to the strike price and number of shares underlying the Series A and Series B warrants, the total number of shares underlying the Series A warrants and Series B warrants is 4,191.858 and 8,383,707, respectively. In addition, the Company granted the underwriter a 45-day over-allotment option to purchase up to 256,000 shares of Common Stock and/or 256,000 pre-funded warrants and/or 25,600 Series A warrants and/or 25,600 Series B warrants. On November 16, 2023, the underwriter partially exercised its over-allotment option with respect to 12,079 pre-funded warrants. Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.00001 per share. The pre-funded warrants are immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full at an exercise price equal to $0.00025 per share. The Series A warrants and Series B warrants are exercisable at an exercise price of $1.58 per share of common stock and expire five years from the closing date of the offering. Note that the strike prices of the Series A warrants and Series B warrants were adjusted pursuant to the Share Combination Event Adjustment clauses in the Series A warrants and Series B warrants.” The net proceeds to the Company from the Offering were $5,033,276, after deducting underwriting discounts and commissions and the payment of other offering expenses associated with the Offering that were payable by the Company. A portion of the proceeds were used to payoff the net book value of the Streeterville notes in full in the amount of $4,250,000. Amendment of the Certificate of Designation On July 11, 2022, the Board of Directors approved the reissuance of 8,000 shares of the Company’s Series X Super Voting Preferred Shares, which represent the remainder of the designated but unissued shares of Super Voting Preferred Stock. On March 9, 2022, the Board of Directors approved a resolution that authorized the senior management of the Company to purchase up to and limited to one million shares of common stock between March 10, 2022 and September 30, 2022. As of December 31, 2023, the Company has a total 908 of treasury shares. Preferred Stock, Series A Cumulative Perpetual Holders are entitled to receive, cumulative cash dividends at the annual rate of 10.5% on $25.00 liquidation preference per share of the Series A Perpetual Preferred Stock. Dividends accrue and are payable in arrears beginning August 15, 2021, regardless of whether declared or there are sufficient earnings or funds available for payment. Sufficient net proceeds from the offering must be set aside to pay dividends for the first twelve months from issuance. The Company has an optional redemption right beginning July 16, 2022, which redemption price declines annually. The initial redemption price after year 1 is $30 and decreases annually over 5 years to $25 per share. The Company also has a special optional redemption right upon the occurrence of a Delisting Event or Change of Control, as defined, at $25 per share plus accrued and unpaid dividends. The holders have no Preferred Stock, Series B Cumulative Perpetual On January 25, 2023, the Company filed the Certificate of Designations, Rights, and Preferences for the Series B Preferred Stock with the Secretary of State of the State of Delaware, which became effective upon acceptance for record. On January 26, 2023, the Company filed the Amendment to the Series B Certificate of Designation (together with the Certificate of Designations, Rights, and Preferences for the Series B Preferred Stock, the “Series B Certificate of Designation”), which became effective upon acceptance for record. The Series B Certificate of Designation classified a total of 1,250,000 shares of the Company’s authorized shares of preferred stock, $0.0001 par value per share, as Series B Preferred Stock. As set forth in the Series B Certificate of Designation, the Series B Preferred Stock ranks, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to all classes or series of Common Stock and to all other equity securities issued by the Company expressly designated as ranking junior to the Series B Preferred Stock; (ii) on parity with the Company’s 10.5% Series A Cumulative Perpetual Preferred Stock; (iii) at least on parity with any future class or series of the Company’s equity securities designated on or after January 25, 2023, including the Company’s 5% Series C Cumulative Perpetual Preferred Stock; and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) and to the indebtedness and other liabilities of the Company’s existing or future subsidiaries. Holders of Series B Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of 2% of the $6 per share liquidation preference per year (equivalent to $0.12 per share per year). Dividends will be payable quarterly in arrears, on or about the 15th day after the end of a quarterly period, beginning on April 15, 2023. The holders of Series B Preferred Stock, at his, her, or its option, can require the Company to redeem all or a portion of the Series B Preferred Stock at any time and from time to time held by such holder after 30 months from the original issue date at a redemption price of $2.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared), up to but not including the date fixed for redemption, without interest, to the extent the Company has funds legally available therefore; provided that if a holder requires the Company to redeem all or a portion of the Series B Preferred Stock at any time and from time to time held by such holder on or after the five (5) year anniversary of the original issue date, the redemption price will be $6.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared), up to but not including the date fixed for redemption, without interest, to the extent the Company has funds legally available therefore. The Series B Certificate of Designation provides for a special optional redemption by the Company upon a change of control, in whole or in part, for $6.00 per share, plus accrued but unpaid dividends to, but not including the redemption date. The holders of Series B Preferred Stock neither have voting nor preemptive rights. Each share of Series B Preferred Stock is convertible, at any time and from time to time from and after the original issue date, at the option of the holder, into one share of Common Stock. The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund for the payment of the redemption price or mandatory redemption. The Series B Preferred Stock has been classified as temporary equity, outside of permanent equity, as they are redeemable at the option of the holder. Preferred Stock, Series C Cumulative Perpetual On January 25, 2023, the Company filed the Certificate of Designations, Rights, and Preferences for the Series C Preferred Stock with the Secretary of State of the State of Delaware, which became effective upon acceptance for record. On January 26, 2023, the Company filed the Amendment to the Series C Certificate of Designation (together with the Certificate of Designations, Rights, and Preferences for the Series C Preferred Stock, the “Series C Certificate of Designation”), which became effective upon acceptance for record. The Series C Certificate of Designation classified a total of 2,500,000 shares of the Company’s authorized shares of preferred stock, $0.0001 par value per share, as Series C Preferred Stock. As set forth in the Series C Certificate of Designation, the Series C Preferred Stock will rank, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to all classes or series of Common Stock and to all other equity securities issued by the Company expressly designated as ranking junior to the Series C Preferred Stock; (ii) on parity with any future class or series of the Company’s equity securities expressly designated as ranking on parity with the Series C Preferred Stock; (iii) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series C Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up; and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) and to the indebtedness and other liabilities of the Company’s existing or future subsidiaries. Holders of Series C Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of 5% of the $5.00 per share liquidation preference per year (equivalent to $0.25 per share per year). Dividends will be payable quarterly in arrears, on or about the 15th day after the end of a quarterly period, beginning on April 15, 2023. The Company, to the extent it has legally available funds, must redeem all shares of Series C Preferred Stock on the date that is three years from January 26, 2023. The Series C Certificate of Designation provides for a special optional redemption by the Company upon a change of control, in whole or in part, for $5.00 per share, plus accrued but unpaid dividends to, but not including the redemption date.The holders of Series C Preferred Stock neither have voting nor preemptive rights. Each share of Series C Preferred Stock will be convertible, at any time and from time to time from and after January 26, 2023, at the option of the holder, into one share of Common Stock. The Series C Preferred Stock has no stated maturity and will not be subject to any sinking fund for the payment of the redemption price or mandatory redemption. The Series C Preferred Stock shall be classified as temporary equity, outside of permanent equity, as they are redeemable at a fixed or determinable price on a fixed or determinable date. Suspension of Preferred Dividends On June 19, 2023, the Board of Directors of Applied UV, Inc (“Applied UV” or the “Company”) temporarily suspended the Company’s: (i) monthly $0.21875 dividend on its 10.5% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”), commencing with the July dividend, that would have been paid on July 17, 2023; (ii) quarterly $0.03 dividend on its 2% Series B Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”), commencing with the dividend for the quarter ending June 30, 2023, that would have been paid on July 17, 2023; and (iii) quarterly $0.0625 dividend on its 5% Series C Cumulative Perpetual Preferred Stock (“Series C Preferred Stock”), commencing with the dividend for the quarter ending June 30, 2023, that that would have been paid on July 17, 2023. The dividends on each Series cited above have been suspended by the Board for the next eleven (11) months, or until the month of May 2024 for the Series A Preferred Stock or the quarter ending March 31, 2024 for the Series B and C Preferred Stock but may be re-instated at any time in the Board’s discretion (the “Suspension Period”). The suspension of these dividends will defer approximately $1.5 million in cash dividend payments until after the Suspension Period. Notwithstanding anything contained herein to the contrary, dividends on the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock shall accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividends, and whether or not such dividends are authorized or declared. No interest is payable in respect of any dividend payment or payments on the Series A, B or C Preferred Stock which may be in arrears. The Company previously paid a monthly cash dividend of $0.21875 per share on the Series A Preferred Stock having a record date of June 2, 2023, a quarterly cash dividend of $0.03 per share on the Series B Preferred Stock having a record date of March 31, 2023, and a quarterly cash dividend of $0.0625 on the Series C Preferred Stock having a record date of March 31, 2023. At December 31, 2023, the Company has accrued dividends payable of $849,500. A summary of the Company’s option activity and related information follows: Number of Weighted-Average Weighted-Average Weighted-Average Aggregate Balances, January 1, 2022 5,155 $ 888.75 $ - 9.95 $ - Options granted 5,112 207.50 207.50 10.00 - Options forfeited (2,267 ) 877.50 - - - Options exercised - - - - - Balances, December 31, 2022 8,000 $ 451.25 $ - 9.03 $ - Options granted 3,840 250.00 109.35 10.00 - Options forfeited (7,214 ) 253.45 - - - Options exercised - - - - - Balances, December 31, 2023 4,626 $ 543.01 $ - 8.04 $ - Vested and Exercisable 4,626 $ 543.01 $ - $ - $ - Share-based compensation expense for options totaling $554,026 and $567,194 was recognized for the years ended December 31, 2023 and 2022, respectively, based on requisite service periods. The valuation methodology used to determine the fair value of the options issued during the year was the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the options. Exchange of Stock Options for the claw-back of Common Shares and Settlement of the 2022 Earnout Pursuant to the December 11, 2023 Restructuring Agreements with the sellers of Puro Lighting and LED Supply Co., the Company issued a total of 490,000 options to purchase common stock; 380,000 in exchange for the cancellation of the Company’s common stock previously issued as per the respective Merger Agreements, and 110,000 for settlement of the 2022 contingent earnout liability (Note 2). The options have a 5-year life with immediate vesting and an exercise price of $1.81. The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the options. Estimated volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate each year during the expected life of the award. The Company’s calculation of estimated volatility is based on historical stock prices of peer entities over a period equal to the expected life of the awards. The Company uses the historical volatility of peer entities due to the lack of sufficient historical data of its stock price. As of December 31, 2023, there was no unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans. The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the years ended December 31, 2023 and 2022 are set forth in the table below. 2023 2022 Dividend Yield 0% 0% Volatility 90.27% to 91.01% 78.95% – 92.96% Risk-Free Rate 3.53% to 3.60% 1.26% – 3.46% Expected Life (in years) 5.83–6.06 5.31 – 6.08 Common Stock Warrants A summary of the Company’s warrant activity and related information follows: Number of Weighted-Average Balances, January 1, 2022 1,539 $ 730.00 Granted - - Exercised - - Balances, December 31, 2022 1,539 $ 730.00 Balances, January 1, 2023 1,539 $ 730.00 Granted- Prefunded warrants 1,652,134 0.00025 Exercised- Prefunded warrants (1,234,468 ) 0.00025 Granted – A & B warrants 12,575,565 1.58 Exercised – A & B Warrants - 1.58 Balances, December 31, 2023 12,994,770 $ 1.62 Vested 12,994,770 $ 1.62 The total number of shares underlying the Series A warrants and Series B warrants is 4,191.858 and 8,383,707, respectively, with an exercise price of $1.58 per share. In relation to the common stock offering that was closed last December 28, 2021, On January 5, 2022, the underwriters fully exercised their over-allotment option to purchase an additional 80,000 shares of common stock at the public offering price of $15.00 per share. The Company received gross proceeds of $1,200,000 for the over-allotment, which resulted in net proceeds to us of $1,092,000, after deducting underwriting discounts and commissions of $108,000. Restricted Stock Awards The Company records compensation expense for restricted stock awards based on the quoted market price of our stock at the grant date and the expense is amortized over the vesting period. These restricted stock awards are subject to time-based vesting conditions based on the continued service of the restricted stock award holder. The following table presents the restricted stock units activity from January 1, 2022 through December 31, 2023 Number of Weighted-Average Unvested shares at January 1, 2022 2,340 $ 588.75 Granted and unvested 1,660 262.50 Vested (808 ) 485.00 Forfeited/Cancelled (2,492 ) $ 556.25 Unvested shares at December 31, 2022 700 $ 297.50 Granted and unvested 440 126.25 Vested (373 ) 353.75 Forfeited/Cancelled (120 ) 145.00 Unvested shares, December 31, 2023 647 $ - Vested as of December 31, 2023 2,827 $ 571.25 Upon vesting, the restricted stock units are converted to common shares. Based on the terms of the restricted share and restricted stock unit grants, all forfeited shares revert back to the Company. In connection with the grant of restricted shares, the Company recognized $121,225 and $153,208 of compensation expense within its statements of operations for the years ended December 31, 2023 and 2022, respectively. On August 11, 2023, the Company issued 2,000 shares of common stock at $19.50/share, or a total of $39,000, as compensation per a settlement agreement with Maxim Group, LLC. |
Leasing Arrangements
Leasing Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Leasing Arrangements [Abstract] | |
LEASING ARRANGEMENTS | NOTE 10 – LEASING ARRANGEMENTS The Company determines whether an arrangement qualifies as a lease under ASC 842 at inception. The Company has operating leases for office space and office equipment. The Company’s leases have remaining lease terms of one year to seven years, some of which include options to extend the lease term for up to five years. The Company considered these options to extend in determining the lease term used to establish the Company’s right-of use assets and lease liabilities once reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. The operating lease ROU asset also includes any lease payments made in advance of lease commencement and excludes lease incentives. The lease terms used in the calculations of the operating ROU assets and operating lease liabilities include options to extend or terminate the lease when the Company is reasonably certain that it will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate of 7.6% based on the information available at commencement date in determining the present value of lease payments. Munnworks, LLC entered into a lease agreement in Mount Vernon, New York for a term that commenced on April 1, 2019 and will expire on the 31st day of March 2024 at a monthly rate of $13,400. In March of 2021, the Company obtained additional lease space and the agreement was amended to increase rent expense to $15,000 per month. On July 1, 2021, the Company again obtained additional lease space and rent expense was increased to $27,500 per month through July 1, 2024 and $29,150 per month from July 1, 2024 through July 1, 2026. On September 28, 2021, the Company entered into a lease agreement in Kennesaw, Georgia for office and production space for a term that commenced on September 29, 2021 and will expire on October 1, 2024, with a rate ranging from $14,729 to $15,626 per month. On April 1, 2022, the Company entered into a lease agreement in Brooklyn, New York for office and production space that commenced on April 1, 2022 and will expire on June 1, 2023, with a rate ranging from $94,529 to $103,295 per month. On December 31, 2022, the Company exercised its option to renew the first renewal term, commencing on July 1, 2023 and ending on June 30, 2025. As a result of the extension of the lease, the Company recorded an additional $2,146,785 of ROU asset and liability on the balance sheet on December 31, 2023. On January 26, 2023, the Company entered into a lease agreement in Lakewood, Colorado for office and production space that commenced on January 27, 2023 and will expire on January 27, 2026, with a rate ranging from $17,000 to $18,387 per month. Rent expense for the years ended December 31, 2023 and 2022 was $1,903,318 and $1,375,848, respectively. Schedule maturities of operating lease liabilities outstanding as of December 31, 2023 are as follows: Years Ending: 2024 1,914,173 2025 1,190,213 2026 174,900 Total lease payments 3,279,286 Less: Imputed Interest (225,764 ) Present value of future minimum lease payments $ 3,053,522 Consistent with ASC 842-20-50-4, the Company calculated its total lease cost based solely on its monthly rent obligation. The Company had no cash flows arising from its lease, no finance lease cost, short term lease cost, or variable lease costs. The Company’s lease does not produce any sublease income, or any net gain or loss recognized from sale and leaseback transactions. As a result, the Company did not need to segregate amounts between finance and operating leases for cash paid for amounts included in the measurement of lease liabilities, segregated between operating and financing cash flows; supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets; weighted-average calculations for the remaining lease term; or the weighted-average discount rate. |
Officer Loan
Officer Loan | 12 Months Ended |
Dec. 31, 2023 | |
Officer Loan [Abstract] | |
OFFICER LOAN | NOTE 11 – OFFICER LOAN In December of 2023, an officer of the Company loaned $200,000 to the Company. The loan payable is due on demand, is unsecured, and is non-interest bearing. As of December 31, 2023, the outstanding balance remained at $200,000. |
Payroll Protection Program
Payroll Protection Program | 12 Months Ended |
Dec. 31, 2023 | |
Payroll Protection Program [Abstract] | |
PAYROLL PROTECTION PROGRAM | NOTE 12 – PAYROLL PROTECTION PROGRAM In April of 2020, the Company submitted a Paycheck Protection Program (“PPP”) application to Chase Bank for a loan amount equal to $296,827. The amount was approved, and the Company has received the funds. The PPP Loan, which is in the form of a PPP promissory note and agreement, matures in April of 2025 and bears interest at a rate of 1.00% per annum. The Lender will have 90 days to review borrower’s forgiveness application and the SBA will have an additional 60 days to review the Lender’s decision as to whether the borrower’s loan may be forgiven. Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered utilities, and certain covered mortgage interest payments during the twenty-four-week period beginning on the date of first disbursement of the PPP Loan. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee earning more than $100,000, prorated annually. Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. The loan was forgiven in July of 2021 and in accordance with ASC 470, the amount was recorded as other income. Under the CARES Act, further economic relief was provided through the Employee Retention Tax Credit (ERTC). In the year ended December 31, 2022, the Company recorded non-operating income of $205,052 related to the ERTC as a component of Other Income. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 13 – INCOME TAXES The provision for federal and state income taxes for the years ended is as follows: 2023 2022 Current provision: Federal $ - $ - State - - Deferred provision (benefit): Federal - - State - - Total Deferred - - Total provision for income taxes $ - $ - Realization of future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Management has considered these factors in reaching conclusion as to the valuation allowance for financial reporting purposes and has recorded a full valuation allowance against the deferred tax asset. The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following at December 31: 2023 2022 Deferred tax assets: Net operating loss $ 4,803,000 $ 3,170,457 Fixed assets (98,000 ) (51,573 ) Lease 18,000 52,340 Loss on contingency (218,000 ) (193,398 ) Intangible assets (1,630,000 ) 1,663,044 Research and Development 178,000 64,189 Stock based compensation 2,000 95,908 Donations 5,000 - Accrual to cash conversion 2,578,000 1,099,403 Total 5,638,000 5,900,370 Valuation allowance (5,638,000 ) (5,900,370 ) Net $ - $ - The income tax provision differs from the expense that would result from applying federal statutory rates to income before income taxes because the Company is subject to state income taxes, deferred income taxes are based on average tax rates and a portion of gifts and meals and entertainment are not tax deductible. A valuation allowance has been provided to reduce deferred tax assets to an amount that is more likely than not to be realized. Prior to the share exchange, Munn Works, LLC was taxed as a single member Limited Liability Company for federal and state income tax purposes. As such, the Company will not pay income taxes for earnings prior to the share exchange, as any income or loss will be included in the tax returns of the individual member. Accordingly, no provision is made for income taxes in the financial statements prior to the share exchange. Effective tax rates differ from the federal statutory rate of 21% applied to income before provision for income taxes due to the following: 2023 2022 Federal statutory rate times financial statement income $ (2,580,406 ) $ (3,551,627 ) Permanent tax basis differences (987,636 ) (2,268 ) Deferred true up 352,315 159,849 State taxes, net (498,676 ) (158,480 ) Change in Valuation allowance (675,416 ) 3,519,246 Intangibles acquired 4,433,135 - Other (43,316 ) 33,280 Total provision for income taxes $ - $ - The Company has available net operating loss approximately $28,790,347 for tax purposes to offset future taxable income. Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss and contribution carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period. The tax years 2019 through 2022 remain open to examination by federal agencies and other jurisdictions in which it operates. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 14 – SEGMENT REPORTING FASB Codification Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has three reportable segments: the design, manufacture, assembly and distribution of a suite of air (fixed and mobile) and surface disinfecting systems for use in healthcare, hospitality, food, wine, and commercial municipal and residential markets (Disinfectant segment); the manufacture of fine mirrors and custom furniture specifically for the hospitality and retail industries (Hospitality segment); and the Corporate segment, which includes expenses primarily related to corporate governance, such as board fees, legal expenses, audit fees, executive management, and listing costs. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics. An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, segment selling, general and administrative expenses, research and development costs and stock-based compensation. It does not include other charges (income), or interest. Hospitality Disinfectant Corporate Total Balance sheet at December 31, 2023 Assets $ 11,038,438 $ 12,029,837 $ 35,317,956 $ 58,386,231 Liabilities 10,579,244 9,326,715 13,596,653 33,502,612 Balance sheet at December 31, 2022 Assets $ 9,638,828 $ 19,831,097 $ 3,257,502 $ 32,727,427 Liabilities 10,666,643 1,545,217 3,281,672 15,493,532 Hospitality Disinfectant Corporate Total Income Statement for the year ended December 31, 2023 Net Sales $ 21,016,762 $ 19,701,426 $ - $ 40,718,188 Cost of Goods Sold 17,086,385 15,805,303 - 32,891,688 Research and development - 552,220 - 552,220 Loss on impairment of goodwill and intangibles - 6,473,310 - 6,473,310 Selling, General and Administrative expenses 4,729,820 12,512,485 3,127,505 20,369,810 Income Statement for the year ended December 31, 2022 Net Sales $ 13,639,370 $ 6,500,479 $ - $ 20,139,849 Cost of Goods Sold 12,375,645 3,725,910 - 16,101,555 Research and development - 319,167 - 319,167 Loss on impairment of goodwill and intangibles - 6,993,075 - 6,993,075 Selling, General and Administrative expenses 4,351,932 7,680,551 2,771,585 14,804,068 |
Proforma Financial Statements (
Proforma Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2023 | |
Proforma Financial Statements (Unaudited) [Abstract] | |
PROFORMA FINANCIAL STATEMENTS (UNAUDITED) | NOTE 15 – PROFORMA FINANCIAL STATEMENTS (UNAUDITED) Unaudited Supplemental Pro Forma Data Unaudited pro forma results of operations for the years ended December 31, 2023 and 2022 as though the company acquired Akida, KES, Visionmark, SciAir, PURO, and LED (the “Acquired Companies”) on January 1, 2022 is set forth below. Year Ended Year Ended 2023 2022 Net Sales $ 41,429,708 $ 40,796,175 Net Loss (13,550,570 ) (18,999,098 ) Net Loss attributable to common stockholders: Dividends to preferred shareholders (1,618,981 ) (1,449,000 ) Net Loss attributable to common stockholders (15,169,551 ) (20,448,098 ) Basic and Diluted Loss Per Common Share $ (40.69 ) $ (153.70 ) Weighted Average Shares Outstanding - basic and diluted 372,779 133,040 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS On January 16, 2024, the Company filed a certificate of Amendment with the state of Nevada to increase the number of authorized common shares to 150,000,000. On February 8, 2024, Applied UV, Inc. (the “Company”), SteriLumen, Inc. and MunnWorks, LLC (together with SteriLumen, Inc., the “Subsidiaries”) entered into that certain Business Loan and Security Agreement (the “First Loan Agreement”) with Cedar Advance LLC (the “Lender”). Pursuant to the First Loan Agreement, the Company borrowed a total of $515,000 from the Lender at an annual interest rate of 29% for a term of a total of 40 weeks (the “First Loan”). In the Event of Default, and if not cured within three (3) business days, the Company will grant to the Lender a continuing interest, subject to the first priority security interest granted to Pinnacle Bank, in and to any and all amounts owing to the Company now or in the future and all other tangible and intangible personal property. In the Event of Default, the Lender may, among other things, debit amounts due from the Company’s checking account and accelerate the total principal amount, including any accrued interest, immediately. In the event of acceleration, interest thereafter will accrue on the total amount due at 24% per annum. The First Loan may be prepaid at any without penalty. On March 10, 2024, the Company and the Subsidiaries entered into another Business Loan and Security Agreement (the “Second Loan Agreement” and, together with the First Loan Agreement, the “Loan Agreements”) with the Lender. Pursuant to the Second Loan Agreement, the Company borrowed a total of $772,500 from the Lender at an annual interest rate of 28% for a term of a total of 40 weeks (the “Second Loan”). In the Event of Default, and if not cured within three (3) business days, the Company will grant to the Lender a continuing interest, subject to the first priority security interest granted to Pinnacle Bank, in and to any and all amounts owing to the Company now or in the future and all other tangible and intangible personal property. In the Event of Default, the Lender may, among other things, debit amounts due from the Company’s checking account and accelerate the total principal amount, including any accrued interest, immediately. In the event of acceleration, interest thereafter will accrue on the total amount due at 24% per annum. The Second Loan may be prepaid at any without penalty. The Loan Agreements contain customary representations and warranties and customary affirmative and negative covenants applicable to the Company and the Subsidiaries, including, without limitation, restrictions on liens and transfer or disposal of assets. The Company intends to use the net proceeds from the Loan Agreements for general corporate purposes, including working capital. Pursuant to the terms of the November 2023 Offering (Note 9), from January 1, 2024 through April 16, 2024, 840,627 Series A warrants and 86,363 Series B warrants have been exercised for a total of 926,990 shares at an exercise price of $1.58 for a total of $1,464,644. Additionally, during this same time period, a total of 417,621 pre-funded warrants have been exercised. On January 2,2024, a total of 50,000 shares of the Company’s common stock were issued to TraDigital Marketing Group as compensation for services rendered. On March 27, 2024, Applied UV, Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors (the “Purchasers”) pursuant to which the Company sold, in a registered direct offering, an aggregate of (i) 538,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”); and (ii) 1,188,875 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,188,875 shares of Common Stock (the “Pre-Funded Warrant Shares”). The offering price per Share was $1.60 and the offering price per Pre-Funded Warrant was $1.5999. Each Pre-Funded Warrant is exercisable for one share of Common Stock for $0.0001 immediately upon issuance until all of the Pre-Funded Warrants are exercised in full. The number of Pre-Funded Warrant Shares are subject to adjustments for stock splits, recapitalizations and reorganizations. The Shares, Pre-Funded Warrants and Pre-Funded Warrants Shares were offered pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-266015), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 12, 2022, as supplemented by a prospectus supplement and accompanying base prospectus dated as of March 27, 2024 filed with the SEC on March 29, 2024 pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). In a concurrent private placement, the Company also issued to the Purchasers unregistered warrants (the “Warrants”) to purchase up to an aggregate of 518,065 shares (the “Warrant Shares”) of Common Stock at an exercise price of $16.00 per share, subject to adjustment for reverse stock splits, recapitalizations and reorganizations. The Warrants are immediately exercisable until the date that is five (5) years from April 1, 2024. Pursuant to this offering, 538,000 common shares were issued, and 675,437 pre-funded warrants were exercised from April 1, 2024 through April 16, 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (13,203,852) | $ (16,575,317) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Applied UV, Inc. (the “Parent”) was formed and incorporated in the State of Delaware for the intended purpose of holding the equity of Sterilumen, Inc. (“Sterilumen”), MunnWorks, LLC (“MunnWorks” and together with Sterilumen, the “Subsidiaries”) and other companies acquired or created by the Parent in the future. The Parent acquired the Subsidiaries pursuant to three share exchanges whereby the equity holders of the Subsidiaries exchanged all of their equity interests in the Subsidiaries for shares of voting stock of the Parent. As a result of the share exchanges, each Subsidiary became a wholly-owned subsidiary of the Parent. The Parent and each Subsidiary are collectively referred to herein as (the “Company”). The Parent was subsequently re-incorporated in the State of Nevada, effective October 25, 2023. Sterilumen is engaged in the design, manufacture, assembly and distribution of (i) automated disinfecting mirror systems for use in hospitals and other healthcare facilities and (ii) air purification systems through its purchase of substantially all of the assets and certain liabilities of Akida Holdings, LLC, KES Science & Technology, and Scientific Air Management LLC, as described below. MunnWorks, LLC is engaged in the manufacture of fine mirrors and custom furniture specifically for the hospitality and retail industries. On March 25, 2022, the Company acquired the assets and assumed certain liabilities of VisionMark, LLC, (“VisionMark”). VisionMark is engaged in the business of manufacturing furniture using wood and metal components for the hospitality and retail industries. On January 26, 2023, we closed on the merger agreement with PURO Lighting LLC and LED Supply Co. LLC along with its operating subsidiaries (“PURO merger”). PURO and LED Supply Co. own a powerful suite of products used in education, government, and healthcare that incorporates UV Lighting and a HVAC monitoring software platform; LED Supply Co. provides design, distribution, and implementation services for lighting, controls and smart building technologies. Pursuant to the requirements of the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 205-40, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Applied UV, Inc., Munnworks, LLC, Sterilumen, Inc., Puro Lighting, LLC, and LED Supply Co. LLC. All significant intercompany transactions and balances are eliminated in consolidation. |
Concentration of Credit and Business Risk | Concentration of Credit and Business Risk At times throughout the year, the Company maintains cash balances at various institutions, which may exceed the Federal Deposit Insurance Corporation limit. As of December 31, 2023 the Company was approximately $850,000 in excess of FDIC insured limits. The Company provides credit in the normal course of business. For the years ended December 31, 2023 and 2022, the Company had no major suppliers that accounted for over 10% of supplies and materials used by the Company. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the accounting for business combinations and allocating purchase price and estimating the useful life of intangible assets. |
Cash, Restricted Cash and Cash Equivalents | Cash, Restricted Cash and Cash Equivalents Cash and equivalents include highly liquid investments that have original maturities less than 90 days at the time of their purchase. These investments are carried at cost, which approximates market value because of their short maturities. As of December 31, 2023 and 2022, the Company had approximately $27,000, respectively, in cash equivalents. |
Accounts receivable | Accounts receivable The Company’s accounts receivable balance consists of amounts due from its customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Credit losses are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses in the consolidated statements of operations. Recoveries of financial assets previously written off are recorded when received. As of December 31, 2023 and 2022, the Company had credit losses of $439,061 and $94,714, respectively. Included in these losses, based on the Company’s current and historical collection experience, the Company recorded an allowance for credit losses of approximately $333,000 and $35,000 as of December 31, 2023 and 2022, respectively. |
Inventory | Inventory Inventories consist of raw materials, work-in-process, and finished goods. Raw materials and finished goods are valued at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) valuation method. Work-in-process and finished goods includes the cost of materials, freight and duty, direct labor and overhead. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The company had a reserve for inventory approximating $808,000 and $88,000 as of December 31, 2023 and 2022, respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation of furniture and fixtures is provided using the straight-line method, generally over the terms of the lease. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred. Depreciation of machinery and equipment is based on the estimated useful lives of the assets. Schedule of estimated useful lives Machinery and equipment 5 to 7 years Leasehold improvements Lesser of term of lease or useful life Furniture and fixtures 5 to 7 years |
Business Acquisition Accounting | Business Acquisition Accounting The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. The Company allocates the purchase price of its business acquisitions based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company has recorded intangible assets, including goodwill, in connection with business combinations. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. In accordance with U.S. GAAP for goodwill and other indefinite-lived intangibles, the Company tests these assets for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations. During the years ended December 31, 2023 and 2022, we evaluated potential triggering events that might be indicators that our goodwill and definite lived intangibles were impaired. As a result of our evaluation, we determined that the fair value of our goodwill and certain intangible assets were less than the carrying amount as of December 31, 2023 and 2022. This resulted in a total impairment charge of $6,473,310 and $6,993,075, respectively. See Note 2 for further information related to the impairment. |
Income Taxes | Income Taxes The Company files income tax returns using the cash basis of accounting. Income taxes are accounted for under the asset and liability method. Current income taxes are based on the year’s income taxable for federal and state tax reporting purposes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered. |
Derivative Instruments | Derivative Instruments The Company evaluates its warrants to determine if those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company has concluded that there are no such reclassifications required to be made as of and for the periods ended December 31, 2023 and 2022. The Company utilizes the Black-Scholes valuation model to value the derivative warrants as stipulated in the agreement for the warrant holders to receive cash based on that value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for loans payable approximate fair value because of the immediate or short-term maturity of the financial instruments. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss attributable to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Computation of Loss Per Share: As of December 31, 2023 2022 Common stock options 4,627 8,000 Common stock options issued as per the December 11, 2023 Puro-LED deal restructuring agreement – see Note 2 and Note 9. 490,000 Series B Preferred Stock 1,250,000 - Series C Preferred Stock 399,996 - Common stock warrants 419,205 1,539 Total 2,563,828 9,539 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for its stock-based compensation awards in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 (“ASC”), Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock and modifications to existing stock options, to be recognized in the statements of operations based on their fair values over the requisite service period. |
Reverse Stock Split | Reverse Stock Split On May 30, 2023, Applied UV, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to effect a 1-for-5 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Certificate of Amendment has no effect on the number of authorized shares of Common Stock or their par value. No fractional shares will be issued in connection with the reverse stock split and stockholders will receive cash in lieu of fractional shares. On December 12, 2023, Applied UV, Inc. (the “Company”) filed a Certificate of Change to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a 1-for-25 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and simultaneously decrease the total number of authorized shares of Common Stock at the same ratio as the reverse stock split. The Certificate of Change has no effect on the par value of the Common Stock. No fractional shares were issued in connection with the reverse stock split and stockholders received one share of Common Stock in lieu of a fractional share. All historical share and per share amounts in these financial statements have been retroactively adjusted to reflect the reverse stock split. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with 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, research and development costs are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the performance obligations in the client contract has been achieved. A performance obligation is a contractual promise to transfer product to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Under ASC 606, revenue is recognized when a customer obtains control of goods in an amount that reflects the consideration the Company expects to receive in exchange for those goods. To achieve this core principle, the Company applies the following five steps: 1) Identify the contract with a customer. 2) Identify the performance obligations in the contract. 3) Determine the transaction price. 4) Allocate the transaction price to performance obligations in the contract. 5) Recognize revenue when or as the Company satisfies a performance obligation. For MunnWorks projects completed within the Company’s facilities, the Company designs, manufactures and sells custom mirrors and furniture for the hospitality and retail industries through contractual agreements. These sales require the company to deliver theproducts within three to nine months from commencement of order acceptance. Revenue is recognized using the input method of accounting. Deferred revenue represents amounts billed in excess of revenues recognized. Revenues recognized in excess of amounts billed typically does not occur as the Company will not perform any work in excess of the amount the company bills to its customers. If work is performed in excess of amounts billed, the Company will record an unbilled receivable. The company applied the five-step model to the sales of Puro’s disinfection solution, LED’s lighting products, Akida’s and KES’s Airocide™ and misting system products, and SciAir’s whole-room aerosol chamber and laboratory certified air disinfection machines. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company sells Airocide™ air sterilization units, misting systems, and whole-room aerosol chamber and laboratory certified disinfection machines to both consumer and commercial customers. These products are sold both domestically and internationally. The cycle from contract inception to shipment of products is typically one day to three months. The Company’s contracts for both its consumer and commercial customers each contain a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. As a result, the entire transaction price is allocated to this single performance obligation. The Company recognizes revenues at a point in time when the customer obtains control of the Company’s product, which typically occurs upon shipment of the product by the Company or upon customer pick-up via third party common carrier. Revenue recognized over time and revenue recognized at a point in time for the years ended: Schedule of revenue: December 31, 2023 2022 Recognized over time $ 14,934,031 $ 9,419,117 Recognized at a point in time 25,784,157 10,720,732 $ 40,718,188 $ 20,139,849 Deferred revenue was comprised of the following as of: December 31, December 31, 2023 2022 Recognized over time $ 2,935,269 $ 3,581,195 Recognized at a point in time 3,436,301 1,149,104 $ 6,371,570 $ 4,730,299 Deferred revenue amounting to $4,714,686 as of December 31, 2022 was recognized as revenue during the year ended December 31, 2023. |
Shipping and Handling Charges | Shipping and Handling Charges The Company reports shipping and handling fees charged to customers as part of net sales and the associated expense as part of cost of sales. Shipping charges amounted to $1,138,697 and $821,448 for the years ended December 31, 2023 and 2022, respectively. |
Advertising | Advertising Advertising costs consist primarily of online search advertising and placement, trade shows, advertising fees, and other promotional expenses. Advertising costs are expensed as incurred and are included in sales and marketing on the consolidated statements of operations. Advertising expense for the years ended December 31, 2023 and 2022 was $661,833 and $1,109,207, respectively. |
Vendor deposits | Vendor deposits Vendor payments to third manufactures are capitalized until completion of the project and are recorded as vendor deposits. As of December 31, 2023 and 2022, the vendor deposit balance was $451,989 and $75,548, respectively. |
Patent Costs | Patent Costs The Company capitalizes costs consisting principally of outside legal costs and filing fees related to obtaining and maintaining patents. The Company amortizes patent costs over the useful life of the patent which is typically 20 years, beginning with the date the patent is filed with the U.S. Patent and Trademark Office, or foreign equivalent. As of December 31, 2023 and 2022, capitalized patent costs net of accumulated amortization was $1,445,650 and $1,593,741, respectively. For the years ended December 31, 2023 and 2022, the Company recorded $184,045 and $100,065, respectively, of amortization expense for these patents. |
Recently adopted accounting standards | Recently adopted accounting standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (eTopic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2023. These standards replace the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measure at amortized cost to be presented at the net amount expected to be collected. The Company determined that this change does not have a material impact to the consolidated financial statements. In December 2023, the FASB issued ASU No 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures (“ASU 2023-09”) in order to enhance the transparency and usefulness of income tax disclosures. The guidance is applicable to all entities subject to income tax and it will require disclosure of certain categories within the rate reconciliation to improve consistency as well as disclosure of reconciling items which meet a certain quantitative threshold which will improve transparency. Additionally, entities must disclose the amount of taxes paid to federal, state and foreign municipalities. For public business entities ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company expects to adopt the standard for the fiscal year beginning December 30, 2024. The Company is currently evaluating the impact of its pending adoption of ASU 2023-09 on its consolidated financial statements. |
Substantial Doubt about the Company’s Ability to Continue as a Going Concern | Substantial Doubt about the Company’s Ability to Continue as a Going Concern The Company’s revenues continue to increase, and for the year ended December 31, 2023 were $ 40.7 million, compared to $20.1 million for the same period in 2022, an increase of $20.6 million, or 102.5%. In connection with the above, the Company pursued various funding solutions in order to improve liquidity. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Depreciation of machinery and equipment is based on the estimated useful lives of the assets. Schedule of estimated useful lives Machinery and equipment 5 to 7 years Leasehold improvements Lesser of term of lease or useful life Furniture and fixtures 5 to 7 years |
Schedule of Anti-dilutive Securities Excluded from Computation of Loss Per Share | Schedule of Anti-dilutive Securities Excluded from Computation of Loss Per Share: As of December 31, 2023 2022 Common stock options 4,627 8,000 Common stock options issued as per the December 11, 2023 Puro-LED deal restructuring agreement – see Note 2 and Note 9. 490,000 Series B Preferred Stock 1,250,000 - Series C Preferred Stock 399,996 - Common stock warrants 419,205 1,539 Total 2,563,828 9,539 |
Schedule of Revenue | Schedule of revenue: December 31, 2023 2022 Recognized over time $ 14,934,031 $ 9,419,117 Recognized at a point in time 25,784,157 10,720,732 $ 40,718,188 $ 20,139,849 Deferred revenue was comprised of the following as of: December 31, December 31, 2023 2022 Recognized over time $ 2,935,269 $ 3,581,195 Recognized at a point in time 3,436,301 1,149,104 $ 6,371,570 $ 4,730,299 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition (Tables) [Line Items] | |
Schedule of Purchase Price Allocation as of the Acquisition | The purchase price and purchase price allocation as of the acquisition completion date follows. Purchase Price: Cash paid at closing $ 10 Due to landlord 755,906 Total Purchase Price, net of cash acquired 755,916 Assets Acquired: Accounts receivable, net 636,550 Inventory 176,583 Costs and estimated earnings in excess of billings 181,152 Machinery and equipment 1,100,000 Total Assets Acquired: 2,094,285 Liabilities Assumed: Billings in excess of costs and earnings on uncompleted contracts (1,388,838 ) Total Liabilities Assumed (1,388,838 ) Net Assets Acquired 705,447 Excess Purchase Price “Goodwill” $ 50,469 Purchase Price: Cash paid at closing, net of cash acquired $ 3,828,967 Common stock 2,597,111 Series B Preferred Stock 3,712,500 Series C Preferred Stock 667,947 Contingent consideration-Common Stock True Up*** 2,397,334 Contingent consideration-Earnout 3,713,875 Total Purchase Price, net of cash acquired 16,917,734 Assets Acquired: Accounts receivable, net 274,574 Inventory 2,085,912 Other current assets 415,188 Fixed assets, net 5,075 Tradenames/trademarks 1,228,000 Technology/know-how/trade secrets 1,842,000 Patented technology 1,710,000 Customer relationships 4,705,000 Total Assets Acquired: 12,265,749 Liabilities Assumed: Accounts payable and accrued expenses (936,448 ) Deferred revenue (18,482 ) Total Liabilities Assumed (954,930 ) Net Assets Acquired 11,310,819 Excess Purchase Price “Goodwill” $ 5,606,915 Purchase Price: Cash paid at closing $ 286,742 Common stock 1,432,889 Series C Preferred Stock 396,042 Contingent considerations-Common Stock True Up*** 1,322,665 Contingent considerations-Earnout 9,885,974 Total Purchase Price, net of cash acquired 13,324,312 Assets Acquired: Accounts receivable, net 1,461,461 Inventory 1,925,285 Other current assets 36,815 Vendor deposits 375,672 Costs and estimated earnings in excess of billings 533,638 Fixed assets, net 106,330 Trademarks/tradenames 1,806,000 Technology/know-how/trade secrets 1,169,193 Vendor relationships 1,416,000 Rebate program 1,894,703 Customer relationships 1,962,000 Other non-current assets 24,819 Total Assets Acquired: 12,711,916 Liabilities Assumed: Accounts payable (2,854,509 ) Deferred revenue (2,279,616 ) Notes payable (1,778,666 ) Financing lease liability (25,231 ) Total Liabilities Assumed (6,938,022 ) Net Assets Acquired 5,773,894 Excess Purchase Price “Goodwill” $ 7,550,418 |
Schedule of Future Maturity of lease Liability | Schedule maturities of operating lease liabilities outstanding as of December 31, 2023 are as follows: Years Ending: 2024 1,914,173 2025 1,190,213 2026 174,900 Total lease payments 3,279,286 Less: Imputed Interest (225,764 ) Present value of future minimum lease payments $ 3,053,522 |
Schedule of Loss on Impairment of Goodwill and Intangibles | The loss on impairment of goodwill and intangibles was comprised of the following: December 31, 2023 Tradenames $ 473,415 Technology/know-how 817,122 Customer relationships 2,221,410 Patented technology 736,020 Goodwill 2,225,343 $ 6,473,310 |
Schedule of Gain on Settlement of Contingent Consideration | The gain on settlement of contingent consideration was comprised of the following: December 31, 2023 Gain on Make-Whole Provision Adjustment $ 3,719,997 Gain on Settlement of 2022 Earnout Reserve 751,867 Gain on Adjustment of 2023-2025 Earnout Reserves 3,090,014 Sub-total 7,561,878 Loss on Exchange of Stock Options for Common Shares clawed-back (515,942 ) Total $ 7,045,936 |
Landlord [Member] | |
Business Acquisition (Tables) [Line Items] | |
Schedule of Future Maturity of lease Liability | As of December 31, 2023, the future maturity of the lease liability as of December 31, is as follows: Years Ended December 31, 2024 372,688 2025 93,172 Total 465,860 Less: Unamortized discount (72,631 ) Total amount due to landlord 393,229 Less: current portion of amount due to landlord, net of discount (302,372 ) Total long-term portion of amount due to landlord $ 90,857 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of: December 31, December 31, 2023 2022 Raw materials $ 3,433,320 $ 3,485,040 Finished goods 4,545,653 2,110,838 Inventory at cost $ 7,978,973 $ 5,595,878 Less: Reserve (808,207 ) (87,792 ) Inventory $ 7,170,766 $ 5,508,086 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment (including machinery and equipment under capital leases) are summarized by major classifications as follows: December 31, December 31, 2023 2022 Machinery and Equipment $ 1,619,343 $ 1,266,189 Leasehold improvements 239,864 67,549 Furniture and Fixtures 274,326 203,256 2,133,533 1,536,994 Less: Accumulated Depreciation (756,260 ) (403,526 ) $ 1,377,273 $ 1,133,468 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of December 31, 2023 and 2022 consist of the following: December 31, December 31, 2023 2022 Intangible assets subject to amortization Customer Relationships $ 6,101,188 $ 1,655,598 Tradenames/trademarks 4,769,115 2,208,530 Patented technology 2,740,704 1,730,771 Technology/know-how/trade secrets 10,575,871 8,341,000 Vendor relationships 1,416,000 - Rebate program 1,894,703 - 27,497,581 13,935,899 Less: Accumulated Amortization (5,205,927 ) (2,581,469 ) $ 22,291,654 $ 11,354,430 |
Schedule of Future Amortization of Intangible Assets | Future amortization of intangible assets are as follows: For the years ending December 31, 2024 $ 2,568,150 2025 2,568,150 2026 2,550,641 2027 2,493,363 Thereafter 12,111,350 $ 22,291,654 |
Financing Lease Obligation (Tab
Financing Lease Obligation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financing Lease Obligation [Abstract] | |
Schedule of Future Minimum Principal and Interest Payments | The Company’s future minimum principal and interest payments under a financing lease for machinery and equipment are as follows: 2024 $ 63,944 2025 63,944 2026 49,260 2027 36,109 Total lease payments 213,257 Less: Amount representing interest (37,623 ) Present value of future minimum lease payments 175,634 Less: current portion (42,445 ) Financing lease obligations, net of current $ 133,189 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | As of December 31, 2023 and 2022, the Company had the following notes payable outstanding: December 31, December 31, 2023 2022 Loan Agreement $ 157,500 $ 157,500 Streeterville Notes - 2,807,500 Directors and Officers Liability Insurance Agreement 133,005 166,262 Pinnacle Note 4,095,093 - Total 4,385,598 3,131,262 Less: Unamortized debt discount - 267,433 Total notes payable 4,385,598 2,863,829 Notes payable, current (290,505 ) (2,098,685 ) Notes payable, non current $ 4,095,093 $ 765,144 |
Schedule of Minimum Obligations under this Loan Agreement | Minimum obligations under these loan agreement are as follows: 2024 $ 290,505 2025 4,095,093 $ 4,385,598 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Assets and Liabilities That Were Measured At Fair Value on Recurring Basis | The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 31, 2023 and 2022: Carrying Fair Value Quoted Priced Significant Significant As of December 31, 2022 Assets Money market funds $ 26,828 $ 26,828 $ 26,828 $ - $ - Total assets $ 26,828 $ 26,828 $ 26,828 $ - $ - Liabilities Contingent consideration $ - $ - $ - $ - $ - Warrant liability 9,987 9,987 - - 9,987 Total liabilities $ 9,987 $ 9,987 $ - $ - $ 9,987 As of December 31, 2023 Assets Money market funds $ 27,153 $ 27,153 $ 27,153 $ - $ - Total assets $ 27,153 $ 27,153 $ 27,153 $ - $ - Liabilities Contingent consideration $ 9,757,969 $ 9,757,969 $ - $ - $ 9,757,969 Warrant liability 7,249 7,249 - - 7,249 Total liabilities $ 9,765,218 $ 9,765,218 $ - $ - $ 9,765,218 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Option Activity | A summary of the Company’s option activity and related information follows: Number of Weighted-Average Weighted-Average Weighted-Average Aggregate Balances, January 1, 2022 5,155 $ 888.75 $ - 9.95 $ - Options granted 5,112 207.50 207.50 10.00 - Options forfeited (2,267 ) 877.50 - - - Options exercised - - - - - Balances, December 31, 2022 8,000 $ 451.25 $ - 9.03 $ - Options granted 3,840 250.00 109.35 10.00 - Options forfeited (7,214 ) 253.45 - - - Options exercised - - - - - Balances, December 31, 2023 4,626 $ 543.01 $ - 8.04 $ - Vested and Exercisable 4,626 $ 543.01 $ - $ - $ - |
Schedule of Weighted Average Fair Value of Options Granted and Assumptions | The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the years ended December 31, 2023 and 2022 are set forth in the table below. 2023 2022 Dividend Yield 0% 0% Volatility 90.27% to 91.01% 78.95% – 92.96% Risk-Free Rate 3.53% to 3.60% 1.26% – 3.46% Expected Life (in years) 5.83–6.06 5.31 – 6.08 |
Schedule of Warrant Activity | A summary of the Company’s warrant activity and related information follows: Number of Weighted-Average Balances, January 1, 2022 1,539 $ 730.00 Granted - - Exercised - - Balances, December 31, 2022 1,539 $ 730.00 Balances, January 1, 2023 1,539 $ 730.00 Granted- Prefunded warrants 1,652,134 0.00025 Exercised- Prefunded warrants (1,234,468 ) 0.00025 Granted – A & B warrants 12,575,565 1.58 Exercised – A & B Warrants - 1.58 Balances, December 31, 2023 12,994,770 $ 1.62 Vested 12,994,770 $ 1.62 |
Schedule of Restricted Stock Units Activity | The following table presents the restricted stock units activity from January 1, 2022 through December 31, 2023 Number of Weighted-Average Unvested shares at January 1, 2022 2,340 $ 588.75 Granted and unvested 1,660 262.50 Vested (808 ) 485.00 Forfeited/Cancelled (2,492 ) $ 556.25 Unvested shares at December 31, 2022 700 $ 297.50 Granted and unvested 440 126.25 Vested (373 ) 353.75 Forfeited/Cancelled (120 ) 145.00 Unvested shares, December 31, 2023 647 $ - Vested as of December 31, 2023 2,827 $ 571.25 |
Leasing Arrangements (Tables)
Leasing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leasing Arrangements [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | Schedule maturities of operating lease liabilities outstanding as of December 31, 2023 are as follows: Years Ending: 2024 1,914,173 2025 1,190,213 2026 174,900 Total lease payments 3,279,286 Less: Imputed Interest (225,764 ) Present value of future minimum lease payments $ 3,053,522 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Provision for Federal and State Income Taxes | The provision for federal and state income taxes for the years ended is as follows: 2023 2022 Current provision: Federal $ - $ - State - - Deferred provision (benefit): Federal - - State - - Total Deferred - - Total provision for income taxes $ - $ - |
Schedule of Deferred Tax Assets and Deferred Tax Liabilities | The income tax effect of temporary differences comprising the deferred tax assets and deferred tax liabilities is a result of the following at December 31: 2023 2022 Deferred tax assets: Net operating loss $ 4,803,000 $ 3,170,457 Fixed assets (98,000 ) (51,573 ) Lease 18,000 52,340 Loss on contingency (218,000 ) (193,398 ) Intangible assets (1,630,000 ) 1,663,044 Research and Development 178,000 64,189 Stock based compensation 2,000 95,908 Donations 5,000 - Accrual to cash conversion 2,578,000 1,099,403 Total 5,638,000 5,900,370 Valuation allowance (5,638,000 ) (5,900,370 ) Net $ - $ - |
Schedule of Effective Tax Rates Differ From the Federal Statutory Rate | Effective tax rates differ from the federal statutory rate of 21% applied to income before provision for income taxes due to the following: 2023 2022 Federal statutory rate times financial statement income $ (2,580,406 ) $ (3,551,627 ) Permanent tax basis differences (987,636 ) (2,268 ) Deferred true up 352,315 159,849 State taxes, net (498,676 ) (158,480 ) Change in Valuation allowance (675,416 ) 3,519,246 Intangibles acquired 4,433,135 - Other (43,316 ) 33,280 Total provision for income taxes $ - $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting | Hospitality Disinfectant Corporate Total Balance sheet at December 31, 2023 Assets $ 11,038,438 $ 12,029,837 $ 35,317,956 $ 58,386,231 Liabilities 10,579,244 9,326,715 13,596,653 33,502,612 Balance sheet at December 31, 2022 Assets $ 9,638,828 $ 19,831,097 $ 3,257,502 $ 32,727,427 Liabilities 10,666,643 1,545,217 3,281,672 15,493,532 Hospitality Disinfectant Corporate Total Income Statement for the year ended December 31, 2023 Net Sales $ 21,016,762 $ 19,701,426 $ - $ 40,718,188 Cost of Goods Sold 17,086,385 15,805,303 - 32,891,688 Research and development - 552,220 - 552,220 Loss on impairment of goodwill and intangibles - 6,473,310 - 6,473,310 Selling, General and Administrative expenses 4,729,820 12,512,485 3,127,505 20,369,810 Income Statement for the year ended December 31, 2022 Net Sales $ 13,639,370 $ 6,500,479 $ - $ 20,139,849 Cost of Goods Sold 12,375,645 3,725,910 - 16,101,555 Research and development - 319,167 - 319,167 Loss on impairment of goodwill and intangibles - 6,993,075 - 6,993,075 Selling, General and Administrative expenses 4,351,932 7,680,551 2,771,585 14,804,068 |
Proforma Financial Statements_2
Proforma Financial Statements (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Proforma Financial Statements (Unaudited) [Abstract] | |
Schedule of Unaudited Pro Forma Results of Operations | Unaudited pro forma results of operations for the years ended December 31, 2023 and 2022 as though the company acquired Akida, KES, Visionmark, SciAir, PURO, and LED (the “Acquired Companies”) on January 1, 2022 is set forth below. Year Ended Year Ended 2023 2022 Net Sales $ 41,429,708 $ 40,796,175 Net Loss (13,550,570 ) (18,999,098 ) Net Loss attributable to common stockholders: Dividends to preferred shareholders (1,618,981 ) (1,449,000 ) Net Loss attributable to common stockholders (15,169,551 ) (20,448,098 ) Basic and Diluted Loss Per Common Share $ (40.69 ) $ (153.70 ) Weighted Average Shares Outstanding - basic and diluted 372,779 133,040 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 12, 2023 | May 30, 2023 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Increase of revenues | $ (656,928) | $ 3,941,523 | ||
Increase of revenues percentage | 102.50% | |||
Accumulated deficit | $ (43,060,346) | (28,237,513) | ||
Net loss | (13,203,852) | (16,575,317) | ||
Net cash | 8,200,000 | |||
Cash, FDIC Insured Amount | 850,000 | |||
Cash equivalent | 27,000 | 27,000 | ||
Credit losses on account receviable | 439,061 | 94,714 | ||
Allowance for credit losses | 333,000 | 35,000 | ||
Reserve for inventory | 808,000 | 88,000 | ||
Impairment charge | $ 6,473,310 | $ 6,993,075 | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Deferred revenue | $ 4,714,686 | |||
Shipping and Handling Charges | $ 1,138,697 | 821,448 | ||
Advertising expense | 661,833 | 1,109,207 | ||
Deposit balance | $ 451,989 | 75,548 | ||
Useful life of patent | 20 years | |||
Patent costs net of accumulated amortization | $ 1,445,650 | 1,593,741 | ||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Increase of revenues | 20,600,000 | |||
Patents [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Amortization expense | $ 184,045 | $ 100,065 | ||
Patents [Member] | Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Useful life of patent | 17 years | |||
Patents [Member] | Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Useful life of patent | 20 years | |||
Common Stock [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Shares of common stock (in Shares) | 1 | |||
No Supplier [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Risk, percenatge | 10% | |||
PURO Lighting LLC [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Increase of revenues | $ 40,700,000 | |||
PURO Lighting LLC [Member] | Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Increase of revenues | $ 20,100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives | 12 Months Ended |
Dec. 31, 2023 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Leasehold Improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Leasehold improvements | Lesser of term of lease or useful life |
Furniture and Fixtures [Member] | Minimum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Anti-dilutive Securities Excluded from Computation of Loss Per Share - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded from Computation of Loss Per Share | 2,563,828 | 9,539 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded from Computation of Loss Per Share | 4,627 | 8,000 |
Common stock options issued as per the December 11, 2023 Puro-LED deal restructuring agreement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded from Computation of Loss Per Share | 490,000 | |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded from Computation of Loss Per Share | 1,250,000 | |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded from Computation of Loss Per Share | 399,996 | |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities Excluded from Computation of Loss Per Share | 419,205 | 1,539 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Details) - Schedule of Revenue [Line Items] | ||
Revenue | $ 40,718,188 | $ 20,139,849 |
Deferred revenue | 6,371,570 | 4,730,299 |
Recognized over time [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Revenue [Line Items] | ||
Revenue | 14,934,031 | 9,419,117 |
Deferred revenue | 2,935,269 | 3,581,195 |
Recognized at a point in time [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of Revenue [Line Items] | ||
Revenue | 25,784,157 | 10,720,732 |
Deferred revenue | $ 3,436,301 | $ 1,149,104 |
Business Acquisition (Details)
Business Acquisition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 01, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition (Details) [Line Items] | |||||
Change in fair market value | $ 240,000 | ||||
Contingent consideration | $ 1,700,000 | ||||
Impairment on intangible | $ 2,624,458 | $ 1,767,936 | |||
Excess purchase price | $ 50,469 | ||||
Lease payments | $ 31,057 | ||||
Interest expense rate | 38.70% | ||||
Amortization of discount expenses | $ 143,453 | 146,073 | |||
Sale of stock price per share (in Dollars per share) | $ 2 | ||||
Cash payment rate | 50% | ||||
Payment of common stock rate | 90% | ||||
Purchase price changes during measurement period | $ 723,468 | ||||
Contingent consideration | 126,000 | ||||
Contingent consideration | 7,045,936 | ||||
Goodwill and intangible assets | 6,473,310 | ||||
Gain amount | 268,376 | ||||
PURO Lighting, LLC [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Contingent consideration | 0 | ||||
LED Supply Co, LLC [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Contingent consideration | 0 | ||||
Minimum [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Contingent consideration of goodwill | 332,357 | ||||
Maximum [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Contingent consideration of goodwill | 597,468 | ||||
Other Intangible Assets [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Impairment on intangible | $ 5,854,872 | ||||
Goodwill [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Goodwill impairment charge | $ 1,138,203 | ||||
Old SAM Partners, LLC [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Shares issued (in Shares) | 80,000 | ||||
PURO Lighting, LLC [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Excess purchase price | $ 5,606,915 | ||||
Description of business acquisition | (i) 19,978 shares of the Company’s common stock, (ii) 251,108 shares of the Company’s 5% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”) (iii) cash of $3,828,702 and (iv) 1,250,000 shares of the Company’s 2% Series B Cumulative Perpetual Preferred Stock (the “Series B Preferred Stock”). In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the PURO Merger Agreement. | ||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 2 | ||||
PURO Equityholder [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Price per share (in Dollars per share) | $ 2 | ||||
Business days | 10 days | ||||
Payment of common stock rate | 50% | ||||
LED Supply Co, LLC [Member] | |||||
Business Acquisition (Details) [Line Items] | |||||
Excess purchase price | $ 7,550,418 | ||||
Description of business acquisition | (i) 11,023 shares of the Company’s common stock; (ii) 148,888 shares of Series C Preferred Stock; and (iii) cash of $286,742. In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the LED Merger Agreement. |
Business Acquisition (Details)
Business Acquisition (Details) - Schedule of Purchase Price Allocation as of the Acquisition | Dec. 31, 2023 USD ($) |
Purchase Price: | |
Cash paid at closing | $ 10 |
Due to landlord | 755,906 |
Total Purchase Price, net of cash acquired | 755,916 |
Assets Acquired: | |
Accounts receivable, net | 636,550 |
Inventory | 176,583 |
Costs and estimated earnings in excess of billings | 181,152 |
Machinery and equipment | 1,100,000 |
Total Assets Acquired: | 2,094,285 |
Liabilities Assumed: | |
Billings in excess of costs and earnings on uncompleted contracts | (1,388,838) |
Total Liabilities Assumed | (1,388,838) |
Net Assets Acquired | 705,447 |
Excess Purchase Price “Goodwill” | 50,469 |
PURO Lighting, LLC [Member] | |
Purchase Price: | |
Cash paid at closing | 3,828,967 |
Common stock | 2,597,111 |
Series B Preferred Stock | 3,712,500 |
Series C Preferred Stock | 667,947 |
Contingent consideration-Common Stock True Up*** | 2,397,334 |
Contingent consideration-Earnout | 3,713,875 |
Total Purchase Price, net of cash acquired | 16,917,734 |
Assets Acquired: | |
Accounts receivable, net | 274,574 |
Inventory | 2,085,912 |
Other current assets | 415,188 |
Fixed assets, net | 5,075 |
Tradenames/trademarks | 1,228,000 |
Technology/know-how/trade secrets | 1,842,000 |
Patented technology | 1,710,000 |
Customer relationships | 4,705,000 |
Total Assets Acquired: | 12,265,749 |
Liabilities Assumed: | |
Accounts payable and accrued expenses | (936,448) |
Deferred revenue | (18,482) |
Total Liabilities Assumed | (954,930) |
Net Assets Acquired | 11,310,819 |
Excess Purchase Price “Goodwill” | 5,606,915 |
LED Supply Co, LLC [Member] | |
Purchase Price: | |
Cash paid at closing | 286,742 |
Common stock | 1,432,889 |
Series C Preferred Stock | 396,042 |
Contingent consideration-Common Stock True Up*** | 1,322,665 |
Contingent consideration-Earnout | 9,885,974 |
Total Purchase Price, net of cash acquired | 13,324,312 |
Assets Acquired: | |
Accounts receivable, net | 1,461,461 |
Inventory | 1,925,285 |
Other current assets | 36,815 |
Vendor deposits | 375,672 |
Fixed assets, net | 106,330 |
Tradenames/trademarks | 1,806,000 |
Technology/know-how/trade secrets | 1,169,193 |
Vendor relationships | 1,416,000 |
Rebate program | 1,894,703 |
Customer relationships | 1,962,000 |
Other non-current assets | 24,819 |
Costs and estimated earnings in excess of billings | 533,638 |
Total Assets Acquired: | 12,711,916 |
Liabilities Assumed: | |
Accounts payable and accrued expenses | (2,854,509) |
Deferred revenue | (2,279,616) |
Notes payable | (1,778,666) |
Financing lease liability | (25,231) |
Total Liabilities Assumed | (6,938,022) |
Net Assets Acquired | 5,773,894 |
Excess Purchase Price “Goodwill” | $ 7,550,418 |
Business Acquisition (Details_2
Business Acquisition (Details) - Schedule of Future Maturity of lease Liability - Landlord [Member] | Dec. 31, 2023 USD ($) |
Business Acquisition (Details) - Schedule of Future Maturity of lease Liability [Line Items] | |
2024 | $ 372,688 |
2025 | 93,172 |
Total | 465,860 |
Less: Unamortized discount | (72,631) |
Total amount due to landlord | 393,229 |
Less: current portion of amount due to landlord, net of discount | (302,372) |
Total long-term portion of amount due to landlord | $ 90,857 |
Business Acquisition (Details_3
Business Acquisition (Details) - Schedule of Loss on Impairment of Goodwill and Intangibles - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill and intangibles | $ 6,473,310 | $ 6,993,075 |
Tradenames [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill and intangibles | 473,415 | |
Technology/know-how [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill and intangibles | 817,122 | |
Customer relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill and intangibles | 2,221,410 | |
Patented technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill and intangibles | 736,020 | |
Goodwill [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Impairment of goodwill and intangibles | $ 2,225,343 |
Business Acquisition (Details_4
Business Acquisition (Details) - Schedule of Gain on Settlement of Contingent Consideration | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
Sub-total | $ 7,561,878 |
Loss on Exchange of Stock Options for Common Shares clawed-back | (515,942) |
Total | 7,045,936 |
Gain on Make-Whole Provision Adjustment [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Sub-total | 3,719,997 |
Gain on Settlement of 2022 Earnout Reserve [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Sub-total | 751,867 |
Gain on Adjustment of 2023-2025 Earnout Reserves [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Sub-total | $ 3,090,014 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of Inventory - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventory [Abstract] | ||
Raw materials | $ 3,433,320 | $ 3,485,040 |
Finished goods | 4,545,653 | 2,110,838 |
Inventory at cost | 7,978,973 | 5,595,878 |
Less: Reserve | (808,207) | (87,792) |
Inventory | $ 7,170,766 | $ 5,508,086 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 350,486 | $ 223,862 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment [Line Items] | ||
Property and equipment at cost | $ 2,133,533 | $ 1,536,994 |
Less: Accumulated Depreciation | (756,260) | (403,526) |
Net Property and Equipment | 1,377,273 | 1,133,468 |
Machinery and Equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment at cost | 1,619,343 | 1,266,189 |
Leasehold Improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment at cost | 239,864 | 67,549 |
Furniture and Fixtures [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment at cost | $ 274,326 | $ 203,256 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets (Details) [Line Items] | ||
Amortization expense of intangible assets (in Dollars) | $ 2,624,458 | $ 1,767,936 |
Useful lives of intangible assets | 20 years | |
Goodwill and intangible assets (in Dollars) | $ 6,805,667 | |
Trade Names [Member] | Minimum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Useful lives of intangible assets | 5 years | |
Trade Names [Member] | Maximum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Useful lives of intangible assets | 10 years | |
Technology [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Useful lives of intangible assets | 10 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Useful lives of intangible assets | 7 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Useful lives of intangible assets | 14 years | |
Patents [Member] | Minimum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Useful lives of intangible assets | 17 years | |
Patents [Member] | Maximum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Useful lives of intangible assets | 20 years |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - Intangible Assets [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 27,497,581 | $ 13,935,899 |
Less: Accumulated Amortization | (5,205,927) | (2,581,469) |
Intangible assets net | 22,291,654 | 11,354,430 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 6,101,188 | 1,655,598 |
Tradenames/trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 4,769,115 | 2,208,530 |
Patented technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 2,740,704 | 1,730,771 |
Technology/know-how/trade secrets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 10,575,871 | 8,341,000 |
Vendor relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 1,416,000 | |
Rebate program [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 1,894,703 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Future Amortization of Intangible Assets | Dec. 31, 2023 USD ($) |
Schedule of Future Amortization of Intangible Assets [Abstract] | |
2024 | $ 2,568,150 |
2025 | 2,568,150 |
2026 | 2,550,641 |
2027 | 2,493,363 |
Thereafter | 12,111,350 |
Total | $ 22,291,654 |
Financing Lease Obligation (Det
Financing Lease Obligation (Details) - Schedule of Future Minimum Principal and Interest Payments - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Future Minimum Principal and Interest Payments [Abstract] | ||
2024 | $ 63,944 | |
2025 | 63,944 | |
2026 | 49,260 | |
2027 | 36,109 | |
Total lease payments | 213,257 | |
Less: Amount representing interest | (37,623) | |
Present value of future minimum lease payments | 175,634 | |
Less: current portion | (42,445) | $ (33,712) |
Financing lease obligations, net of current | $ 133,189 | $ 158,070 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2023 | Nov. 15, 2023 | Oct. 07, 2022 | Apr. 30, 2019 | Sep. 30, 2023 | Aug. 31, 2023 | Aug. 28, 2023 | May 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Aug. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 15, 2023 | Apr. 30, 2020 | |
Notes Payable (Details) [Line Items] | |||||||||||||||
Loan amount | $ 157,500 | ||||||||||||||
Additional interest | 7,500 | ||||||||||||||
Outstanding balance | $ 157,500 | ||||||||||||||
Principal amount | $ 1,800,199 | $ 296,827 | |||||||||||||
Fee amount | $ 65,000 | ||||||||||||||
Converted amount | $ 217,500 | ||||||||||||||
conversion of shares (in Shares) | 4,405 | ||||||||||||||
Monitoring fee | $ 8,333 | ||||||||||||||
Outstanding balance | 50,000 | 50,000 | |||||||||||||
Debt discount amount | $ 267,433 | $ 267,433 | |||||||||||||
Book value of loan | $ 2,592,788 | ||||||||||||||
Proceeds received amount | 2,125,000 | ||||||||||||||
Net amount | 328,662 | 467,788 | 328,662 | ||||||||||||
Interest expense | 1,741,976 | 290,341 | |||||||||||||
Note payable | 4,385,598 | 2,863,829 | 4,385,598 | 2,863,829 | |||||||||||
Interest expense | $ 506,424 | ||||||||||||||
Interest Payable, Current | $ 71,724 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Percentage of loan facility | 2% | ||||||||||||||
Minimum [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Percentage of loan facility | 1.50% | ||||||||||||||
Streeterville Note 1 [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Percentage of unsecured redeemable | 8% | 18% | |||||||||||||
Principal amount | $ 2,807,500 | ||||||||||||||
Issuance costs | $ 345,000 | ||||||||||||||
Maturity date | Apr. 07, 2024 | ||||||||||||||
Fee amount | $ 65,000 | ||||||||||||||
Percentage of redemption price | 87.50% | ||||||||||||||
Debt discount amount | $ 345,000 | $ 345,000 | |||||||||||||
Effective interest rate | 21.84% | 21.84% | |||||||||||||
Streeterville Capital LLC [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Net proceeds | $ 2,462,500 | ||||||||||||||
Streeterville Note 2 [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Fee amount | $ 35,000 | ||||||||||||||
Effective interest rate | 22.63% | 22.63% | |||||||||||||
Debt discount amount | $ 344,500 | $ 344,500 | |||||||||||||
Directors And Officers Liability Insurance Agreement [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Payment of per year | $ 27,710 | $ 41,730 | |||||||||||||
Percentage of unsecured redeemable | 6.28% | 5.05% | |||||||||||||
Principal amount | $ 318,833 | ||||||||||||||
Note payable | 0 | 166,262 | 0 | 166,262 | |||||||||||
Directors And Officers Liability Insurance Agreement 2 [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Payment of per year | $ 24,411 | ||||||||||||||
Principal amount | $ 279,347 | ||||||||||||||
Note payable | 133,005 | $ 133,005 | |||||||||||||
Down payment | $ 42,115 | ||||||||||||||
Pinnacle Note [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Credit facility amount | $ 5,000,000 | ||||||||||||||
Description of debt instrument | The facility was later amended and increased to $6,000,000 on May 23, 2023. The loan is subject to a maximum advance amount of up to 85% of net face amount of eligible accounts, plus the lessor a) of the sum of 20% of the aggregate eligible inventory value of raw materials and 35% of the aggregate eligible inventory value of finished goods, b) $1 million, c) 80% of the net orderly liquidation value of raw materials and finished goods, or d) 100% of the aggregate outstanding principal amount of advances. In no event shall the aggregate amount of the outstanding advances under the Loan Facility be greater than $6 million. | ||||||||||||||
Long term loan facility | $ 4,095,093 | $ 4,095,093 | |||||||||||||
Loan Agreement [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Payment of per year | $ 30,000 | ||||||||||||||
Streeterville Note 1 [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Converted amount | $ 250,000 | ||||||||||||||
conversion of shares (in Shares) | 16,559 | ||||||||||||||
Streeterville Note 2 [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
conversion of shares (in Shares) | 19,197 | ||||||||||||||
Proceeds received amount | 2,125,000 | ||||||||||||||
Interest expense | 175,767 | ||||||||||||||
Noteholders amount | $ 266,746 | ||||||||||||||
Accrued interest | $ 33,254 | ||||||||||||||
L E D Supply Co L L C [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,728,474 | ||||||||||||||
Debt Instrument, Periodic Payment, Interest | 71,724 | ||||||||||||||
Notes Payable [Member] | |||||||||||||||
Notes Payable (Details) [Line Items] | |||||||||||||||
Book value of loan | $ 2,453,662 | ||||||||||||||
Interest expense | $ 187,323 | $ 53,301 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Notes Payable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Notes Payable [Line Items] | ||
Total | $ 4,385,598 | $ 3,131,262 |
Less: Unamortized debt discount | 267,433 | |
Total notes payable | 4,385,598 | 2,863,829 |
Notes payable, current | (290,505) | (2,098,685) |
Notes payable, non current | 4,095,093 | 765,144 |
Loan Agreement [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Total | 157,500 | 157,500 |
Streeterville Note 2 [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Total | 2,807,500 | |
Netsuite Cloud Services Financing Agreement [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Total | 133,005 | 166,262 |
Pinnacle Note [Member] | ||
Schedule of Notes Payable [Line Items] | ||
Total | $ 4,095,093 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of Minimum Obligations under this Loan Agreement | Dec. 31, 2023 USD ($) |
Schedule of Minimum Obligations under this Loan Agreement [Member] | |
2024 | $ 290,505 |
2025 | 4,095,093 |
Total | $ 4,385,598 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurements [Abstract] | ||
Money market funds | $ 27,153 | $ 26,828 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities That Were Measured At Fair Value on Recurring Basis - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Money market funds | $ 27,153 | $ 26,828 |
Total assets | 27,153 | 26,828 |
Liabilities | ||
Contingent consideration | 9,757,969 | |
Warrant liability | 7,249 | 9,987 |
Total liabilities | 9,765,218 | 9,987 |
Fair Value [Member] | ||
Assets | ||
Money market funds | 27,153 | 26,828 |
Total assets | 27,153 | 26,828 |
Liabilities | ||
Contingent consideration | 9,757,969 | |
Warrant liability | 7,249 | 9,987 |
Total liabilities | 9,765,218 | 9,987 |
Quoted Priced in active markets (Level 1) [Member] | ||
Assets | ||
Money market funds | 27,153 | 26,828 |
Total assets | 27,153 | 26,828 |
Liabilities | ||
Contingent consideration | ||
Warrant liability | ||
Total liabilities | ||
Significant other observable inputs (Level 2) [Member] | ||
Assets | ||
Money market funds | ||
Total assets | ||
Liabilities | ||
Contingent consideration | ||
Warrant liability | ||
Total liabilities | ||
Significant unobservable inputs (Level 3) [Member] | ||
Assets | ||
Money market funds | ||
Total assets | ||
Liabilities | ||
Contingent consideration | 9,757,969 | |
Warrant liability | 7,249 | 9,987 |
Total liabilities | $ 9,765,218 | $ 9,987 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 12, 2023 | Dec. 11, 2023 | Nov. 14, 2023 | Aug. 11, 2023 | Jun. 16, 2023 | May 30, 2023 | Jul. 11, 2022 | Jul. 01, 2022 | Jan. 05, 2022 | Jun. 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 16, 2023 | Jun. 02, 2023 | Mar. 31, 2023 | Mar. 09, 2022 | |
Stockholders' Equity [Line Items] | ||||||||||||||||
Reverse stock split, description | a 1-for-25 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock | a 1-for-5 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Reverse stock split, shares issued (in Shares) | 1 | |||||||||||||||
Price per unit sold | $ 2 | |||||||||||||||
Exercise price | $ 1.58 | |||||||||||||||
Warrant expiration | 5 years | |||||||||||||||
Purchase of shares (in Shares) | 1,000,000 | |||||||||||||||
Treasury shares (in Shares) | 908 | 908 | ||||||||||||||
Redemption price per share | $ 6 | |||||||||||||||
Suspension of preferred dividends, description | (i) monthly $0.21875 dividend on its 10.5% Series A Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”), commencing with the July dividend, that would have been paid on July 17, 2023; (ii) quarterly $0.03 dividend on its 2% Series B Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”), commencing with the dividend for the quarter ending June 30, 2023, that would have been paid on July 17, 2023; and (iii) quarterly $0.0625 dividend on its 5% Series C Cumulative Perpetual Preferred Stock (“Series C Preferred Stock”), commencing with the dividend for the quarter ending June 30, 2023, that that would have been paid on July 17, 2023. | |||||||||||||||
Cash dividend payments (in Dollars) | $ 1,500,000 | |||||||||||||||
Accrued dividends payable (in Dollars) | 849,500 | |||||||||||||||
Compensation expense (in Dollars) | 554,026 | $ 567,194 | ||||||||||||||
Stock issued value (in Dollars) | $ 9,417,273 | $ 1,092,000 | ||||||||||||||
At The Market Sales Agreement [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Shelf registration amount (in Dollars) | $ 50,000,000 | |||||||||||||||
Number of units sold (in Shares) | 14,546 | 6,438 | ||||||||||||||
Net proceeds from shares (in Dollars) | $ 2,246,802 | $ 929,736 | ||||||||||||||
Gross balance ATM facility (in Dollars) | $ 5,693,833 | |||||||||||||||
Maxim Group, LLC [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 2,000 | |||||||||||||||
Price per shares issued | $ 19.5 | |||||||||||||||
Stock issued value (in Dollars) | $ 39,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||
Shares issued (in Shares) | 256,000 | 262,534 | 3,200 | |||||||||||||
Stock issued value (in Dollars) | $ 27 | |||||||||||||||
Stock Option [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 490,000 | |||||||||||||||
Cancellation of shares (in Shares) | 380,000 | |||||||||||||||
Shares issued as settlement (in Shares) | 110,000 | |||||||||||||||
Option vesting period | 5 years | |||||||||||||||
Option exercise price | $ 1.81 | |||||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Price per unit sold | $ 0.001 | |||||||||||||||
Shares issued (in Shares) | 256,000 | |||||||||||||||
Each warrant exercisable (in Shares) | 1 | |||||||||||||||
Exercise price | $ 0.001 | $ 0.00001 | ||||||||||||||
Series A Warrants [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 25,600 | |||||||||||||||
Exercise price | 1.58 | |||||||||||||||
Number of warrants (in Shares) | 4,191.858 | 4,191.858 | ||||||||||||||
Series B Warrants [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 25,600 | |||||||||||||||
Exercise price | $ 1.58 | |||||||||||||||
Number of warrants (in Shares) | 8,383,707 | 8,383,707 | ||||||||||||||
June Public Offering [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Shares purchased (in Shares) | 8,000 | |||||||||||||||
Net proceeds (in Dollars) | $ 4,383,997 | |||||||||||||||
June Public Offering [Member] | Common Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Price per unit sold | $ 1 | |||||||||||||||
June Public Offering [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Number of units sold (in Shares) | 10,800 | |||||||||||||||
Price per unit sold | $ 1 | |||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Shares issued (in Shares) | 30,000 | 80,000 | ||||||||||||||
Net proceeds (in Dollars) | $ 1,092,000 | |||||||||||||||
Number of warrants (in Shares) | 12,079 | |||||||||||||||
Price per share | $ 15 | |||||||||||||||
Gross proceeds from over allotment (in Dollars) | $ 1,200,000 | |||||||||||||||
Underwriting discounts (in Dollars) | $ 108,000 | |||||||||||||||
November Public Offering [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Number of units sold (in Shares) | 1,706,667 | |||||||||||||||
Price per unit sold | $ 3.75 | |||||||||||||||
Shares issued (in Shares) | 65,334 | |||||||||||||||
Net proceeds (in Dollars) | $ 5,033,276 | |||||||||||||||
November public offering, description | (i) either a share of common stock or a pre-funded warrant to purchase one share of common stock, (ii) 1/10th of a Series A warrant, and (iii) 1/10th of a Series B warrant. | |||||||||||||||
Number of warrants (in Shares) | 1,641,333 | |||||||||||||||
Proceeds payoff amount (in Dollars) | $ 4,250,000 | |||||||||||||||
November Public Offering [Member] | Pre-Funded Warrants [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Each warrant exercisable (in Shares) | 1 | |||||||||||||||
Exercise price | $ 0.00025 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Common Stock [Member] | June Public Offering [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Number of units sold (in Shares) | 189,200 | |||||||||||||||
Series X Super Voting Preferred Shares [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Reissuance of shares (in Shares) | 8,000 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Dividends rate | 10.50% | |||||||||||||||
Liquidation preference per share | $ 25 | |||||||||||||||
Redemption price per share | $ 25 | |||||||||||||||
Voting rights | ||||||||||||||||
Conversion price | $ 25 | |||||||||||||||
Convert into common stock (in Dollars) | $ 5.353319 | |||||||||||||||
Common stock price | $ 4.67 | |||||||||||||||
Preferred stock, shares authorized (in Shares) | 1,250,000 | 1,250,000 | ||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||||||||||
Cash dividend per share | $ 0.21875 | |||||||||||||||
Series A Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Redemption price per share | 30 | |||||||||||||||
Series A Preferred Stock [Member] | Minimum [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Redemption price per share | $ 25 | |||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Dividends rate | 2% | |||||||||||||||
Liquidation preference per share | $ 0.12 | |||||||||||||||
Redemption price per share | $ 2 | |||||||||||||||
Preferred stock, shares authorized (in Shares) | 1,250,000 | |||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||
Preferred stock term | (i) senior to all classes or series of Common Stock and to all other equity securities issued by the Company expressly designated as ranking junior to the Series B Preferred Stock; (ii) on parity with the Company’s 10.5% Series A Cumulative Perpetual Preferred Stock; (iii) at least on parity with any future class or series of the Company’s equity securities designated on or after January 25, 2023, including the Company’s 5% Series C Cumulative Perpetual Preferred Stock; and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) | |||||||||||||||
Cash dividend per share | $ 0.03 | |||||||||||||||
Series B Preferred Stock [Member] | Series B Certificate of Designation [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Redemption price per share | $ 6 | |||||||||||||||
Series C Redeemable Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Redemption price per share | $ 5 | |||||||||||||||
Preferred stock, shares authorized (in Shares) | 2,500,000 | |||||||||||||||
Preferred stock, par value | $ 0.0001 | |||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Dividends rate | 5% | |||||||||||||||
Liquidation preference per share | $ 0.25 | |||||||||||||||
Cash dividend per share | $ 0.0625 | |||||||||||||||
Director [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Liquidation preference per share | 6 | |||||||||||||||
Director [Member] | Series C Preferred Stock [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Liquidation preference per share | $ 5 | |||||||||||||||
Restricted Shares [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Compensation expense (in Dollars) | $ 121,225 | $ 153,208 | ||||||||||||||
Maxim Group, LLC [Member] | ||||||||||||||||
Stockholders' Equity [Line Items] | ||||||||||||||||
Market sales agreement amount (in Dollars) | $ 9,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Option Activity - USD ($) | 12 Months Ended | ||
Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity (Details) - Schedule of Option Activity [Line Items] | |||
Weighted-Average Exercise Price, Options granted | |||
Aggregate intrinsic value, Options granted (in Dollars) | |||
Aggregate intrinsic value, Vested and Exercisable (in Dollars) | |||
Weighted-Average Exercise Price, Options exercised | |||
Aggregate intrinsic value, Options exercised (in Dollars) | |||
Weighted-Average Exercise Price, ending | $ 1.62 | $ 730 | |
Aggregate intrinsic value, ending (in Dollars) | |||
Share-Based Payment Arrangement, Option [Member] | |||
Stockholders' Equity (Details) - Schedule of Option Activity [Line Items] | |||
Number of Options,Options granted (in Shares) | 3,840 | 5,112 | |
Weighted-Average Exercise Price, Options granted | $ 250 | $ 207.5 | |
Weighted-Average Grant Date Fair Value,Options granted | $ 109.35 | $ 207.5 | |
Weighted-Average Remaining Contractual Life,Options granted | 10 years | 10 years | |
Number of Options, Vested and Exercisable (in Shares) | 4,626 | ||
Weighted-Average Exercise Price, Vested and Exercisable | $ 543.01 | ||
Number of Options, Options forfeited (in Shares) | (7,214) | (2,267) | |
Weighted-Average Exercise Price, Options forfeited | $ 253.45 | $ 877.5 | |
Weighted-Average Grant Date Fair Value, Options forfeited | |||
Number of Options, Options exercised (in Shares) | |||
Weighted-Average Exercise Price, Options exercised | |||
Weighted-Average Grant Date Fair Value, Options exercised | |||
Number of Options, ending (in Shares) | 5,155 | 4,626 | 8,000 |
Weighted-Average Exercise Price, ending | $ 888.75 | $ 543.01 | $ 451.25 |
Weighted-Average Grant Date Fair Value, ending | |||
Weighted-Average Remaining Contractual Life, ending | 9 years 11 months 12 days | 8 years 14 days | 9 years 10 days |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Weighted Average Fair Value of Options Granted and Assumptions - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity (Details) - Schedule of Weighted Average Fair Value of Options Granted and Assumptions [Line Items] | ||
Dividend Yield | 0% | 0% |
Minimum [Member] | ||
Stockholders' Equity (Details) - Schedule of Weighted Average Fair Value of Options Granted and Assumptions [Line Items] | ||
Volatility | 90.27% | 78.95% |
Risk-Free Rate | 3.53% | 1.26% |
Expected Life (in years) | 5 years 9 months 29 days | 5 years 3 months 21 days |
Maximum [Member] | ||
Stockholders' Equity (Details) - Schedule of Weighted Average Fair Value of Options Granted and Assumptions [Line Items] | ||
Volatility | 91.01% | 92.96% |
Risk-Free Rate | 3.60% | 3.46% |
Expected Life (in years) | 6 years 21 days | 6 years 29 days |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of Warrant Activity - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares, beginning | 1,539 | 1,539 |
Weighted-Average Exercise Price, beginning | $ 730 | $ 730 |
Number of Shares, Granted | ||
Weighted-Average Exercise Price, Granted | ||
Number of Shares, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Number of Shares, ending | 12,994,770 | 1,539 |
Weighted-Average Exercise Price, ending | $ 1.62 | $ 730 |
Number of Shares, Vested | 12,994,770 | |
Weighted-Average Exercise Price, Vested | $ 1.62 | |
Granted- Prefunded warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Granted | 1,652,134 | |
Weighted-Average Exercise Price, Granted | $ 0.00025 | |
Exercised- Prefunded warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Exercised | (1,234,468) | |
Weighted-Average Exercise Price, Exercised | $ 0.00025 | |
Granted – A & B warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Granted | 12,575,565 | |
Weighted-Average Exercise Price, Granted | $ 1.58 | |
Exercised – A & B Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Exercised | ||
Weighted-Average Exercise Price, Exercised | $ 1.58 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of Restricted Stock Units Activity - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stockholders' Equity (Details) - Schedule of Restricted Stock Units Activity [Line Items] | ||
Number of Shares, Unvested shares | 700 | 2,340 |
Weighted-Average Fair Market Value, Unvested shares | $ 297.5 | $ 588.75 |
Number of Shares, Granted and unvested | 440 | 1,660 |
Weighted-Average Fair Market Value, Granted and unvested | $ 126.25 | $ 262.5 |
Number of Shares, Vested | (373) | (808) |
Weighted-Average Fair Market Value, Vested | $ 353.75 | $ 485 |
Number of Shares, Forfeited/Cancelled | (120) | (2,492) |
Weighted-Average Fair Market Value, Forfeited/Cancelled | $ 145 | $ 556.25 |
Number of Shares, Unvested shares | 647 | 700 |
Weighted-Average Fair Market Value, Unvested shares | $ 297.5 | |
Number of Shares, Vested Ending | 2,827 | |
Weighted-Average Fair Market Value, Vested Ending | $ 571.25 |
Leasing Arrangements (Details)
Leasing Arrangements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jul. 01, 2023 | Sep. 28, 2021 | Apr. 01, 2021 | Mar. 31, 2023 | Jan. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leasing Arrangements [Line Items] | |||||||
Incremental borrowing rate | 7.60% | ||||||
Monthly rent rate | $ 13,400 | ||||||
Increase of rent expense | $ 27,500 | $ 15,000 | |||||
Expiration date | Oct. 01, 2024 | Jun. 01, 2023 | Jan. 27, 2026 | ||||
Right use of asset | 2,146,785 | ||||||
Rent expense | $ 1,903,318 | $ 1,375,848 | |||||
Minimum [Member] | |||||||
Leasing Arrangements [Line Items] | |||||||
Monthly rent rate | $ 14,729 | $ 94,529 | |||||
Lease payment | $ 17,000 | ||||||
Maximum [Member] | |||||||
Leasing Arrangements [Line Items] | |||||||
Monthly rent rate | $ 15,626 | $ 103,295 | |||||
Lease payment | $ 18,387 | ||||||
July 1, 2024 through July 1, 2026 [Member] | |||||||
Leasing Arrangements [Line Items] | |||||||
Increase of rent expense | $ 29,150 |
Leasing Arrangements (Details)
Leasing Arrangements (Details) - Schedule of Maturities of Operating Lease Liabilities | Dec. 31, 2023 USD ($) |
Schedule of Maturities of Operating lease laibilities [Abstract] | |
2024 | $ 1,914,173 |
2025 | 1,190,213 |
2026 | 174,900 |
Total lease payments | 3,279,286 |
Less: Imputed Interest | (225,764) |
Present value of future minimum lease payments | $ 3,053,522 |
Officer Loan (Details)
Officer Loan (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Officer Loan [Abstract] | |
Officer loan | $ 200,000 |
Outstanding balance | $ 200,000 |
Payroll Protection Program (Det
Payroll Protection Program (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 15, 2023 | Apr. 30, 2020 | |
Payroll Protection Program (Details) [Line Items] | ||||
Principal loan amount | $ 1,800,199 | $ 296,827 | ||
Accrued payroll cost | $ 100,000 | |||
Long term debt, description | Not more than 40% of the forgiven amount may be for non-payroll costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $100,000 or less annually are reduced by more than 25%. The loan was forgiven in July of 2021 and in accordance with ASC 470, the amount was recorded as other income. | |||
Non-operating income | $ 205,052 | |||
Paycheck Protection Program [Member] | ||||
Payroll Protection Program (Details) [Line Items] | ||||
Interest rate | 1% |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Taxes [Abstract] | |
Federal statutory rate, percentage | 21% |
Net operating loss | $ 28,790,347 |
Operating loss carryforwards description | Pursuant to the Tax Reform Act of 1986, annual utilization of the Company’s net operating loss and contribution carryforwards may be limited if a cumulative change in ownership of more than 50% is deemed to occur within any three-year period. The tax years 2019 through 2022 remain open to examination by federal agencies and other jurisdictions in which it operates. |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision for Federal and State Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current provision: | ||
Federal | ||
State | ||
Deferred provision (benefit): | ||
Federal | ||
State | ||
Total Deferred | ||
Total provision for income taxes |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Deferred Tax Assets and Deferred Tax Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss | $ 4,803,000 | $ 3,170,457 |
Fixed assets | (98,000) | (51,573) |
Lease | 18,000 | 52,340 |
Loss on contingency | (218,000) | (193,398) |
Intangible assets | (1,630,000) | 1,663,044 |
Research and Development | 178,000 | 64,189 |
Stock based compensation | 2,000 | 95,908 |
Donations | 5,000 | |
Accrual to cash conversion | 2,578,000 | 1,099,403 |
Total | 5,638,000 | 5,900,370 |
Valuation allowance | (5,638,000) | (5,900,370) |
Net |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Effective Tax Rates Differ From the Federal Statutory Rate - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Effective Tax Rates Differ From the Federal Statutory Rate [Abstract] | ||
Federal statutory rate times financial statement income | $ (2,580,406) | $ (3,551,627) |
Permanent tax basis differences | (987,636) | (2,268) |
Deferred true up | 352,315 | 159,849 |
State taxes, net | (498,676) | (158,480) |
Change in Valuation allowance | (675,416) | 3,519,246 |
Intangibles acquired | 4,433,135 | |
Other | (43,316) | 33,280 |
Total provision for income taxes |
Segment Reporting (Details) - S
Segment Reporting (Details) - Schedule of Segment Reporting - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Segment Reporting [Line Items] | ||
Assets | $ 58,386,231 | $ 32,727,427 |
Liabilities | 33,502,612 | 15,493,532 |
Net Sales | 40,718,188 | 20,139,849 |
Cost of Goods Sold | 32,891,688 | 16,101,555 |
Research and development | 552,220 | 319,167 |
Loss on impairment of goodwill and intangibles | 6,473,310 | 6,993,075 |
Selling, General and Administrative expenses | 20,369,810 | 14,804,068 |
Hospitality Segment [Member] | ||
Schedule of Segment Reporting [Line Items] | ||
Assets | 11,038,438 | 9,638,828 |
Liabilities | 10,579,244 | 10,666,643 |
Net Sales | 21,016,762 | 13,639,370 |
Cost of Goods Sold | 17,086,385 | 12,375,645 |
Research and development | ||
Loss on impairment of goodwill and intangibles | ||
Selling, General and Administrative expenses | 4,729,820 | 4,351,932 |
Disinfectant Segment [Member] | ||
Schedule of Segment Reporting [Line Items] | ||
Assets | 12,029,837 | 19,831,097 |
Liabilities | 9,326,715 | 1,545,217 |
Net Sales | 19,701,426 | 6,500,479 |
Cost of Goods Sold | 15,805,303 | 3,725,910 |
Research and development | 552,220 | 319,167 |
Loss on impairment of goodwill and intangibles | 6,473,310 | 6,993,075 |
Selling, General and Administrative expenses | 12,512,485 | 7,680,551 |
Corporate Segment [Member] | ||
Schedule of Segment Reporting [Line Items] | ||
Assets | 35,317,956 | 3,257,502 |
Liabilities | 13,596,653 | 3,281,672 |
Net Sales | ||
Cost of Goods Sold | ||
Research and development | ||
Loss on impairment of goodwill and intangibles | ||
Selling, General and Administrative expenses | $ 3,127,505 | $ 2,771,585 |
Proforma Financial Statements_3
Proforma Financial Statements (Unaudited) (Details) - Schedule of Unaudited Pro Forma Results of Operations - Akida K E S Visionmark Sci Air P U R O And L E D [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Proforma Financial Statements (Unaudited) (Details) - Schedule of Unaudited Pro Forma Results of Operations [Line Items] | ||
Net Sales | $ 41,429,708 | $ 40,796,175 |
Net Loss | (13,550,570) | (18,999,098) |
Net Loss attributable to common stockholders: | ||
Dividends to preferred shareholders | (1,618,981) | (1,449,000) |
Net Loss attributable to common stockholders | $ (15,169,551) | $ (20,448,098) |
Basic Loss Per Common Share (in Dollars per share) | $ (40.69) | $ (153.7) |
Weighted Average Shares Outstanding - basic (in Shares) | 372,779 | 133,040 |
Proforma Financial Statements_4
Proforma Financial Statements (Unaudited) (Details) - Schedule of Unaudited Pro Forma Results of Operations (Parentheticals) - Akida K E S Visionmark Sci Air P U R O And L E D [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Proforma Financial Statements (Unaudited) (Details) - Schedule of Unaudited Pro Forma Results of Operations (Parentheticals) [Line Items] | ||
Diluted Loss Per Common Share | $ (40.69) | $ (153.70) |
Weighted Average Shares Outstanding - diluted | 372,779 | 133,040 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 4 Months Ended | 12 Months Ended | ||||||||||||
Mar. 27, 2024 | Mar. 10, 2024 | Feb. 08, 2024 | Apr. 16, 2024 | Dec. 31, 2023 | Jan. 16, 2024 | Jan. 02, 2024 | Dec. 12, 2023 | Nov. 16, 2023 | Nov. 14, 2023 | May 30, 2023 | Mar. 15, 2023 | Dec. 31, 2022 | Apr. 30, 2020 | |
Subsequent Events (Details) [Line Items] | ||||||||||||||
Total borrowings (in Dollars) | $ 1,800,199 | $ 296,827 | ||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.58 | |||||||||||||
Issued common stock | 1,678,855 | 109,411 | ||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Offering price per Share (in Dollars per share) | $ 2 | |||||||||||||
Series A Warrants [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.58 | |||||||||||||
Warrants exercised | 4,191.858 | 4,191.858 | ||||||||||||
Series B Warrants [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.58 | |||||||||||||
Warrants exercised | 8,383,707 | 8,383,707 | ||||||||||||
Pre-Funded Warrants [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants exercised | 675,437 | |||||||||||||
Warrant [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants shares | 518,065 | |||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 16 | |||||||||||||
warrants exercisable term | 5 years | |||||||||||||
Warrants exercisable date | Apr. 01, 2024 | |||||||||||||
Shares issued | 538,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||||
Shares issued | 1 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Authorized common shares | 150,000,000 | |||||||||||||
Forecast [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Offering price per Share (in Dollars per share) | $ 1.6 | |||||||||||||
Forecast [Member] | November 2023 Offering [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants shares | 926,990 | |||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.58 | |||||||||||||
Exercised of total amount (in Dollars) | $ 1,464,644 | |||||||||||||
Forecast [Member] | Series A Warrants [Member] | November 2023 Offering [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants shares | 840,627 | |||||||||||||
Forecast [Member] | Series B Warrants [Member] | November 2023 Offering [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants shares | 86,363 | |||||||||||||
Forecast [Member] | Pre-Funded Warrants [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants exercise price per share (in Dollars per share) | $ 1.5999 | |||||||||||||
Warrants exercised | 1,188,875 | |||||||||||||
Common stock share purchase | 1,188,875 | |||||||||||||
Forecast [Member] | Pre-Funded Warrants [Member] | November 2023 Offering [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Warrants exercised | 417,621 | |||||||||||||
Forecast [Member] | Second Loan Agreement [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Accrued interest rate, percentage | 24% | |||||||||||||
Forecast [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Issued common stock | 538,000 | |||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||||||||
Subsequent Event [Member] | First Loan Agreement [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Total borrowings (in Dollars) | $ 515,000 | |||||||||||||
Annual interest rate , percentage | 29% | |||||||||||||
Accrued interest rate, percentage | 24% | |||||||||||||
Subsequent Event [Member] | Second Loan Agreement [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Total borrowings (in Dollars) | $ 772,500 | |||||||||||||
Annual interest rate , percentage | 28% | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||
Issued common stock | 50,000 |