Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 15, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39480 | |
Entity Registrant Name | APPLIED UV, INC. | |
Entity Central Index Key | 0001811109 | |
Entity Tax Identification Number | 84-4373308 | |
Entity Incorporation, State or Country Code | DE | |
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 | |
City Area Code | (914) | |
Local Phone Number | 665-6100 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,817,189 | |
Common Stock, par value $0.0001 per share | ||
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, $0.0001 par value per share | ||
Title of 12(b) Security | 10.5% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share | |
Trading Symbol | AUVIP | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 1,056,233 | $ 7,922,906 |
Restricted cash | 0 | 845,250 |
Accounts receivable, net of allowance for doubtful accounts | 1,631,432 | 986,253 |
Costs and estimated earnings in excess of billings | 416,021 | 0 |
Inventory, net | 4,435,594 | 1,646,238 |
Vendor deposits | 294,484 | 992,042 |
Prepaid expense and other current assets | 900,340 | 419,710 |
Total Current Assets | 8,734,104 | 12,812,399 |
Property and equipment, net of accumulated depreciation | 1,183,791 | 196,611 |
Goodwill | 3,722,077 | 4,809,811 |
Other intangible assets, net of accumulated amortization | 17,651,286 | 18,976,556 |
Right of use asset | 2,276,384 | 1,730,615 |
Total Assets | 33,567,642 | 38,525,992 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,224,405 | 1,642,108 |
Contingent consideration | 0 | 1,460,000 |
Billings in excess of costs and earnings on uncompleted contracts | 134,342 | 0 |
Deferred revenue | 1,940,272 | 788,776 |
Due to landlord (Note 2) | 214,766 | 0 |
Warrant liability | 21,742 | 68,263 |
Financing lease obligations | 2,402 | 7,671 |
Operating lease liability | 1,265,505 | 389,486 |
Note payable | 277,103 | 0 |
Loan payable | 97,500 | 97,500 |
Total Current Liabilities | 6,178,037 | 4,453,804 |
Long-term Liabilities | ||
Due to landlord-less current portion (Note 2) | 456,062 | 0 |
Loan payable- less current portion | 60,000 | 60,000 |
Operating lease liability-less current portion | 1,031,239 | 1,346,428 |
Total Long-Term Liabilities | 1,547,301 | 1,406,428 |
Total Liabilities | 7,725,338 | 5,860,232 |
Stockholders' Equity | ||
Preferred stock, Series A Cumulative Perpetual, $0.0001 par value, 990,000 shares authorized, 552,000 shares issued and outstanding as of September 30, 2021, and no shares issued and outstanding as of December 31, 2020, $25 per share liquidation value | 55 | 55 |
Common stock $.0001 par value, 150,000,000 shares authorized; 12,930,674 shares issued and 12,817,189 outstanding as of September 30, 2022, and 12,775,674 shares issued and outstanding as of December 31, 2021 | 1,294 | 1,278 |
Treasury stock at cost, 113,485 shares as of September 30, 2022, and 0 shares as of December 31, 2021, respectively | (149,686) | 0 |
Additional paid-in capital | 44,529,586 | 42,877,622 |
Accumulated deficit | (18,538,946) | (10,213,196) |
Total Stockholders' Equity | 25,842,304 | 32,665,760 |
Total Liabilities and Stockholders' Equity | 33,567,642 | 38,525,992 |
Series X Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred stock, Series A Cumulative Perpetual, $0.0001 par value, 990,000 shares authorized, 552,000 shares issued and outstanding as of September 30, 2021, and no shares issued and outstanding as of December 31, 2020, $25 per share liquidation value | $ 1 | $ 1 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 19,990,000 | 19,990,000 |
Preferred Stock, Shares Issued | 552,000 | 552,000 |
Preferred Stock, Shares Outstanding | 552,000 | 552,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 12,817,189 | 12,775,674 |
Common Stock, Shares, Outstanding | 12,817,189 | 12,775,674 |
Treasury Stock, Shares | 113,485 | 113,485 |
Series X Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Issued | 10,000 | 2,000 |
Preferred Stock, Shares Outstanding | 10,000 | 2,000 |
Unaudited Condensed Interim Con
Unaudited Condensed Interim Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net Sales | $ 5,875,611 | $ 3,551,564 | $ 15,139,347 | $ 7,748,499 |
Cost of Goods Sold | 5,036,997 | 2,500,163 | 11,847,842 | 5,231,155 |
Gross Profit | 838,614 | 1,051,401 | 3,291,505 | 2,517,344 |
Operating Expenses | ||||
Research and development | 93,522 | 0 | 234,885 | 53,408 |
Selling general and administrative expenses | 3,505,097 | 2,683,025 | 10,637,538 | 6,991,472 |
Loss on impairment of goodwill | 0 | 0 | 1,138,203 | 0 |
Total Operating Expenses | 3,598,619 | 2,683,025 | 12,010,626 | 7,044,880 |
Operating Loss | (2,760,005) | (1,631,624) | (8,719,121) | (4,527,536) |
Other Income (Expense) | ||||
Change in Fair Market Value of Warrant Liability | 34,804 | 151,570 | 46,521 | (148,882) |
Interest expense | (43,037) | 0 | (96,113) | 0 |
Loss on change in Fair Market Value of Contingent Consideration | 0 | 0 | (240,000) | 0 |
Gain on Settlement of Contingent Consideration (Note 2) | 0 | 0 | 1,700,000 | 0 |
Other Income | 67,765 | 1,068 | 69,713 | 26,250 |
Forgiveness of paycheck protection program loan | 0 | 296,827 | 0 | 296,827 |
Total Other Income (Expense) | 59,532 | 449,465 | 1,480,121 | 174,195 |
Loss Before Provision for Income Taxes | (2,700,473) | (1,182,159) | (7,239,000) | (4,353,341) |
Benefit from Income Taxes | 0 | (101,354) | 0 | (101,354) |
Net Loss | (2,700,473) | (1,080,805) | (7,239,000) | (4,251,987) |
Net Loss attributable to common stockholders: | ||||
Dividends to preferred shareholders | (362,250) | (241,500) | (1,086,750) | (241,500) |
Net Loss attributable to common stockholders | $ (3,062,723) | $ (1,322,305) | $ (8,325,750) | $ (4,493,487) |
Basic and Diluted Loss Per Common Share | $ (0.24) | $ (0.14) | $ (0.65) | $ (0.48) |
Weighted Average Shares Outstanding - basic and diluted | 12,656,093 | 9,421,908 | 12,751,360 | 9,282,675 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholde's Equity - USD ($) | Preferred Stock Series A Cumulative [Member] | Preferred Stock Series X [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 795 | $ 11,973,051 | $ (2,219,091) | $ 9,754,756 | ||
Beginning balance, shares at Dec. 31, 2020 | 2,000 | 7,945,034 | |||||
Shares granted to settle previously recorded liability | 21,420 | 21,420 | |||||
Shares granted to settle previously recorded liability , shares | 3,000 | ||||||
Warrant liability recognized in connection with initial issuance of November offering (See Note 7) | (135,125) | (135,125) | |||||
Exercise of warrants | $ 2 | 1,155 | 1,157 | ||||
Exercise of warrants , shares | 17,135 | ||||||
Common stock issued for acquisition | $ 137 | 7,122,363 | 7,122,500 | ||||
Common stock issued for acquisition , shares | 1,375,000 | ||||||
Stock-based compensation | $ 6 | 210,735 | 210,741 | ||||
Stock-based compensation , shares | 62,500 | ||||||
Net Loss | (1,032,951) | (1,032,951) | |||||
Ending balance, value at Mar. 31, 2021 | $ 1 | $ 940 | 19,193,599 | (3,252,042) | 15,942,498 | ||
Ending balance, shares at Mar. 31, 2021 | 2,000 | 9,402,669 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 795 | 11,973,051 | (2,219,091) | 9,754,756 | ||
Beginning balance, shares at Dec. 31, 2020 | 2,000 | 7,945,034 | |||||
Ending balance, value at Dec. 31, 2021 | $ 55 | $ 1 | $ 1,278 | 42,877,622 | (10,213,196) | 32,665,760 | |
Ending balance, shares at Dec. 31, 2021 | 552,000 | 2,000 | 12,775,674 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 1 | $ 940 | 19,193,599 | (3,252,042) | 15,942,498 | ||
Beginning balance, shares at Mar. 31, 2021 | 2,000 | 9,402,669 | |||||
Exercise of warrants | |||||||
Exercise of warrants , shares | 717 | ||||||
Stock-based compensation | $ 2 | 465,598 | 465,600 | ||||
Stock-based compensation , shares | 12,000 | ||||||
Net Loss | (2,138,232) | (2,138,232) | |||||
Ending balance, value at Jun. 30, 2021 | $ 1 | $ 942 | 19,659,197 | (5,390,274) | 14,269,866 | ||
Ending balance, shares at Jun. 30, 2021 | 2,000 | 9,415,386 | |||||
Preferred stock issued in public offering, net of costs | $ 55 | 12,272,385 | 12,272,440 | ||||
Preferred stock issued in public offering, net of costs, shares | 552,000 | ||||||
Common stock issued for acquisition | $ 30 | 1,958,970 | 1,959,000 | ||||
Common stock issued for acquisition , shares | 300,000 | ||||||
Stock-based compensation | 426,268 | 426,268 | |||||
Dividends paid to preferred shareholder | (241,500) | (241,500) | |||||
Net Loss | (1,080,804) | (1,080,804) | |||||
Ending balance, value at Sep. 30, 2021 | $ 55 | $ 1 | $ 972 | 34,316,820 | (6,712,578) | 27,605,270 | |
Ending balance, shares at Sep. 30, 2021 | 552,000 | 2,000 | 9,715,386 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 55 | $ 1 | $ 1,278 | 42,877,622 | (10,213,196) | 32,665,760 | |
Beginning balance, shares at Dec. 31, 2021 | 552,000 | 2,000 | 12,775,674 | ||||
Settlement of stock in connection with prior acquisition (note 2) | $ (40) | 40 | |||||
Settlement of stock in connection with prior acquisition (note 2) , shares | (400,000) | ||||||
Common stock issued in public offering (over-allotment), net of costs | $ 40 | 1,091,960 | 1,092,000 | ||||
Common stock issued in public offering (over-allotment), net of costs , shares | 400,000 | ||||||
Stock-based compensation | $ 11 | 287,988 | 287,999 | ||||
Stock-based compensation , shares | 112,500 | ||||||
Dividends paid to preferred shareholder | (362,250) | (362,250) | |||||
Net Loss | (1,649,872) | (1,649,872) | |||||
Ending balance, value at Mar. 31, 2022 | $ 55 | $ 1 | $ 1,289 | 44,257,610 | (12,225,318) | 32,033,637 | |
Ending balance, shares at Mar. 31, 2022 | 552,000 | 2,000 | 12,888,174 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 55 | $ 1 | $ 1,278 | 42,877,622 | (10,213,196) | 32,665,760 | |
Beginning balance, shares at Dec. 31, 2021 | 552,000 | 2,000 | 12,775,674 | ||||
Ending balance, value at Sep. 30, 2022 | $ 55 | $ 1 | $ 1,294 | $ (149,686) | 44,529,586 | (18,538,946) | 25,842,304 |
Ending balance, shares at Sep. 30, 2022 | 552,000 | 10,000 | 12,817,189 | 113,485 | |||
Beginning balance, value at Mar. 31, 2022 | $ 55 | $ 1 | $ 1,289 | 44,257,610 | (12,225,318) | 32,033,637 | |
Beginning balance, shares at Mar. 31, 2022 | 552,000 | 2,000 | 12,888,174 | ||||
Cancellation of restricted shares | $ (5) | 5 | |||||
Cancellation of restricted shares , shares | (52,500) | ||||||
Stock-based compensation | $ 10 | 112,441 | 112,451 | ||||
Stock-based compensation , shares | 95,000 | ||||||
Treasury Shares repurchased | $ (149,686) | (149,686) | |||||
Treasury Shares repurchased , shares | (113,485) | 113,485 | |||||
Dividends paid to preferred shareholder | (362,250) | (362,250) | |||||
Net Loss | (2,888,655) | (2,888,655) | |||||
Ending balance, value at Jun. 30, 2022 | $ 55 | $ 1 | $ 1,294 | $ (149,686) | 44,370,056 | (15,476,223) | 28,745,497 |
Ending balance, shares at Jun. 30, 2022 | 552,000 | 2,000 | 12,817,189 | 113,485 | |||
Reissuance of preferred stock Series X | |||||||
Reissuance of preferred stock Series X , shares | 8,000 | ||||||
Stock-based compensation | 159,530 | 159,530 | |||||
Dividends paid to preferred shareholder | (362,250) | (362,250) | |||||
Net Loss | (2,700,473) | (2,700,473) | |||||
Ending balance, value at Sep. 30, 2022 | $ 55 | $ 1 | $ 1,294 | $ (149,686) | $ 44,529,586 | $ (18,538,946) | $ 25,842,304 |
Ending balance, shares at Sep. 30, 2022 | 552,000 | 10,000 | 12,817,189 | 113,485 |
Condensed Interim Consolidated
Condensed Interim Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from Operating Activities | ||
Net Loss | $ (7,239,000) | $ (4,251,987) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | ||
Stock based compensation | 559,980 | 1,102,609 |
Bad debt expense (recovery) | 94,714 | (70,004) |
Forgiveness of paycheck protection program loan | 0 | (296,827) |
Change in fair market value of warrant liability | (46,521) | 148,882 |
Gain on settlement of loan payable | 0 | (20,000) |
Loss on change in fair market value of contingent consideration (Note 2) | 240,000 | 0 |
Gain on settlement of contingent consideration | (1,700,000) | 0 |
Loss on impairment of goodwill | 1,138,203 | 0 |
Amortization of right-of-use asset | 834,889 | 539,692 |
Depreciation and amortization | 1,484,968 | 481,040 |
Amortization of debt discount | 53,646 | 0 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (103,343) | 113,967 |
Cost and estimated earnings excess of billings | (234,869) | 0 |
Inventory | (2,612,773) | (313,994) |
Vendor deposits | 697,558 | (925,366) |
Prepaid expenses and other current assets | (161,797) | 84,828 |
Income taxes payable | 0 | (173,716) |
Accounts payable and accrued expenses | 582,297 | (645,183) |
Billings in excess of costs and earnings on uncompleted contracts | (1,254,496) | 0 |
Deferred revenue | 1,151,496 | (422,793) |
Due to landlord | (138,724) | 0 |
Operating lease payments | (819,828) | (537,712) |
Net Cash Used in Operating Activities | (7,473,600) | (5,186,564) |
Cash Flows From Investing Activities | ||
Cash paid for patent costs | (682) | (19,001) |
Purchase of machinery and equipment | (46,196) | 0 |
Acquisitions, net of cash acquired (Note 2) | (10) | (5,060,193) |
Payments on note payable | (41,730) | 0 |
Note receivable, related party | 0 | (500,000) |
Net Cash Used in Investing Activities | (88,618) | (5,579,194) |
Cash Flows From Financing Activities | ||
Payments on financing leases | (5,269) | (4,943) |
Proceeds from warrant exercise | 0 | 1,157 |
Shares repurchased | (149,686) | 0 |
Dividends to preferred shareholders | (1,086,750) | (241,500) |
Settlement of loan payable | 0 | (65,000) |
Proceeds from equity raises, net | 1,092,000 | 12,272,440 |
Net Cash (Used in) Provided by Financing Activities | (149,705) | 11,962,154 |
Net (Decrease) Increase in Cash and equivalents | (7,711,923) | 1,196,396 |
Cash, restricted cash, and cash equivalents beginning | 8,768,156 | 11,757,930 |
Cash, restricted cash, and cash equivalents ending | 1,056,233 | 12,954,326 |
Cash paid during the year for: | ||
Interest | 101,365 | 1,022 |
Income taxes | 0 | 185,105 |
Supplemental Non-Cash Items | ||
Initial recognition of warrant liability | 0 | 135,125 |
Shares granted to settle previously recorded liability | 0 | 21,420 |
Recognition ofright of use asset – operating lease | 1,380,658 | 0 |
Issuance of Note Payable for payment of prepaid expense | $ 318,833 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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”) and MunnWorks, LLC (“MunnWorks”), together “the Subsidiaries”, and other companies acquired or created by the Parent in the future. The Parent acquired the Subsidiaries pursuant to 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"). 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. In February of 2021, the Company acquired all the assets and assumed certain liabilities of Akida Holdings, LLC (“Akida”). At the time of this acquisition, Akida owned the Airocide™ system of air purification technologies, originally developed for NASA, with assistance from the University of Wisconsin at Madison, that uses a combination of UVC and a proprietary, titanium dioxide based photocatalyst (“PCO”) to eliminate airborne bacteria, mold, fungi, viruses, volatile organic compounds, and many odors without producing any harmful by-products, with applications in the hospitality, hotel, healthcare, nursing homes, grocer, wine, commercial buildings and retail sectors. The Airocide™ system has been used by brands and organizations such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero Refrigerators and Robert Mondavi Wines. Akida contracted KES Science & Technology, Inc. (“KES”) to manufacture, warehouse and distribute the Airocide™ system and Akida’s contractual relationship with KES was assigned to and assumed by the Company as part of the acquisition. On September 28, 2021, the Company acquired all the assets and assumed certain liabilities of KES. At the time of the acquisition, KES was principally engaged in the manufacturing and distribution of the Airocide™ system of air purification technologies and misting systems. KES also had the exclusive right to the sale and distribution of the Airocide™ system in certain markets. This acquisition consolidates all of manufacturing, sale and distribution of the Airocide™ system under the SteriLumen brand and expands the Company’s market presence in food distribution, post-harvest produce, wineries, and retail sectors. The Company sells its products throughout the United States, Canada, and Europe. On October 13, 2021, the Company acquired all the assets and assumed certain liabilities of Scientific Air Management LLC, ("SciAir"). SciAir is a provider of whole-room, aerosol chamber and laboratory certified air disinfection machines. SciAir is a provider of whole-room, aerosol chamber and laboratory certified air disinfection machines that use a combination of UVC and a proprietary, patented system to eliminate airborne bacteria, mold, fungi, viruses, volatile organic compounds, and many odors without producing any harmful by-products. The units are well suited for larger spaces within a facility and are mobile with industrial grade casters allowing for movement throughout a facility to address increased bio burden from larger meetings or increased human traffic. 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 customized furniture using wood and metal components for the hospitality and retail industries. Principles of Consolidation The consolidated financial statements include the accounts of Applied UV, Inc., Munnworks, LLC and SteriLumen, Inc. All significant intercompany transactions and balances are eliminated in consolidation. Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed of the Company for the annual period ended December 31, 2021. The consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements as of and for the year then ended. 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 September 30, 2022 and December 31, 2021, the Company had $ 26,801 1,076,664 Accounts receivable An allowance for uncollectible accounts receivable is recorded when management believes the collectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history, and estimated value of collateral, if any. The Company had an allowance for doubtful accounts approximating $ 9,000 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 $88,000 and $140,000 as of September 30, 2022 and December 31, 2021, 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. 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 September 30, 2022 and December 31, 2021. 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 unaudited condensed 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 earnings per share As of September 30, 2022 2021 Common stock options 890,028 589,314 Common stock warrants 192,419 192,419 Total 1,082,447 781,733 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. 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. MunnWorks projects, including those from the VisionMark acquisition, are completed within the Company’s facilities. For these projects, 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 the products within three to nine months from commencement of order acceptance. 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 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 (delivery of Airocide™, KES, and SciAir products), 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 three months ended: Schedule of revenue: Schedule of revenue September 30, 2022 2021 Recognized over time $ 3,306,739 $ 322,656 Recognized at a point in time 2,568,872 3,228,909 $ 5,875,611 $ 3,551,565 Revenue recognized over time and revenue recognized at a point in time for the nine months ended: Schedule of revenue: September 30, 2022 2021 Recognized over time $ 6,719,888 $ 1,097,793 Recognized at a point in time 8,419,459 6,650,706 $ 15,139,347 $ 7,748,499 Deferred revenue was comprised of the following as of: September 30, December 31, 2022 2021 Recognized over time $ 1,035,444 $ 94,868 Recognized at a point in time 904,828 693,908 $ 1,940,272 $ 788,776 The Company recognized $ 48,112 786,707 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 three months ended September 30, 2022 and 2021 was $ 264,614 315,115 810,986 624,549 Vendor deposits Vendor payments to third manufactures are capitalized until completion of the project and are recorded as vendor deposits. As of September 30, 2022 and December 31, 2021, the vendor deposit balance was $ 294,484 992,042 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 September 30, 2022 and December 31, 2021, capitalized patent costs net of accumulated amortization was $ 1,618,757 1,693,124 25,016 7,030 75,048 11,957 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. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [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 for the three and nine months ended September 30, 2022 and 2021. 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. Akida Holdings LLC On February 8, 2021 Applied UV, Inc. (the “Company”), entered into an asset purchase agreement (the “APA”) by and among the Company, SteriLumen, Inc., a New York corporation and wholly-owned subsidiary of the Company (the “Purchaser”) and Akida Holdings LLC, a Florida limited liability company (the “Seller”) pursuant to which the Purchaser acquired substantially all of the assets of the Seller and assumed certain of its current liabilities and contract obligations, as set forth in the APA (the “Acquisition”). In the Acquisition, the Purchaser acquired all the Seller’s assets and was assigned its contracts related to the manufacturer and sale of the Airocide™ system, originally developed for NASA with assistance from the University of Wisconsin at Madison, that uses a combination of UV-C and a proprietary, titanium dioxide-based photocatalyst that has applications in the hospitality, hotel, healthcare, nursing homes, grocer, wine, commercial buildings, and retail sectors. The purchase price and purchase price allocation as of the acquisition completion date follows. Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash $ 760,293 Fair market value of common stock issued (1,375,000 shares) 7,122,500 Total Purchase Price, Net of Cash Acquired 7,882,793 Assets Acquired: Accounts receivable 233,241 Inventory 211,105 Prepaid expenses 285,490 Machinery and equipment 168,721 Customer relationships 539,000 Trade names 1,156,000 Technology and know how 3,468,000 Total Assets Acquired: 6,061,557 Liabilities Assumed: Accounts payable (415,341 ) Deferred revenue (491,702 ) Total Liabilities Assumed (907,043 ) Net Assets Acquired 5,154,514 Excess Purchase Price "Goodwill" $ 2,728,279 The excess purchase price has been recorded as goodwill in the amount of approximately $ 2,728,279 KES Science & Technology, Inc. On September 28, 2021, SteriLumen, Inc. completed an Asset Purchase Agreement with KES Science & Technology, Inc. (“KES”), a Georgia corporation. The purchase price and purchase price allocation as of the acquisition completion date follows. Purchase Price: Cash $ 4,299,900 Fair market value of common stock issued (300,000 shares) 1,959,001 Total Purchase Price, Net of Cash Acquired 6,258,901 Assets Acquired: Accounts receivable 392,367 Inventory 602,746 Prepaid expenses 10,995 Machinery and equipment 36,146 Trade names 914,000 Technology and know how 3,656,000 Total Assets Acquired: 5,612,254 Liabilities Assumed: Accounts payable (296,681 ) Total Liabilities Assumed (296,681 ) Net Assets Acquired 5,315,573 Excess Purchase Price "Goodwill" $ 943,328 The excess purchase price has been recorded as goodwill in the amount of $ 943,328 Old SAM Partners (Scientific Air) On October 13, 2021, the Company entered into an asset purchase agreement by and among the Company, SteriLumen, Inc., a New York corporation and wholly-owned subsidiary of the Company (the “Purchaser”) and Old SAM Partners, LLC, a Florida limited liability company (the “Seller”), pursuant to which the Purchaser acquired substantially all of the assets of the Seller, including the assignment of an exclusive distribution agreement. On October 13, 2021 the Seller received, as consideration for the Acquisition (i) $9,500,000 in cash; and (ii) 200,000 shares of the Company’s common stock and (iii) 200,000 unvested shares of the Company’s common stock, which are subject to cancellation if the earnout is not met. On the date of acquisition, the fair market value of the 200,000 vested shares was $5.57 for a total value of $1,114,000. An additional liability was recorded for $886,000 as a result of the agreement calling for additional cash consideration to the extent the share price is below $10 on the free trading date, as defined in the agreement. On December 31, 2021, the share price of our common stock was $2.70 per share and a loss on contingent consideration of $574,000 was recorded in the consolidated statements of operations and increased the liability to $1,460,000. The purchase price and purchase price allocation as of the acquisition completion date follows. Purchase Price: Cash $ 9,500,000 Fair market value of common stock issued 1,114,000 Contingent consideration based on stock price 886,000 Total Purchase Price, net of cash acquired 11,500,000 Assets Acquired: Accounts receivable 129,845 Inventory 369,970 Machinery and equipment 1,982 Customer relationships 6,784,000 Patents 1,533,000 Technology and know how 1,217,000 Trade names 326,000 Total Assets Acquired: 10,361,797 Assets Acquired 10,361,797 Excess Purchase Price "Goodwill" $ 1,138,203 The excess purchase price has been recorded as goodwill in the amount of approximately $ 1,138,203 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 400,000 240,000 1,700,000 1,138,203 no 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 Contract asset 181,152 Machinery and equipment 1,100,000 Total Assets Acquired: 2,094,285 Liabilities Assumed: Contract liability (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 In connection with the VisionMark LLC acquisition, the Company is obligated to repay $ 31,057 At September 30, 2022, the future maturities of past due lease payments are as follows: Schedule of future maturity of the lease liability For Years Ended December 31, 2022 (3 months) $ 93,172 2023 372,684 2024 372,684 2025 93,174 Total 931,714 Less: Unamortized discount (260,886 ) Total amount due to landlord 670,828 Less: current portion of amount due to landlord, net of discount (214,766 ) Total long-term portion of amount due to landlord $ 456,062 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory consists of the following as of: Schedule of Inventory September 30, December 31, 2022 2021 Raw materials $ 436,408 $ 356,759 Work in process 402,445 — Finished goods 3,684,533 1,429,479 Inventory at cost $ 4,523,386 $ 1,786,238 Less: Reserve (87,792 ) (140,000 ) Inventory $ 4,435,594 $ 1,646,238 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant 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: Schedule of property and equipment September 30, December 31, 2022 2021 Machinery and Equipment $ 1,251,666 $ 254,685 Leasehold improvements 67,549 67,549 Furniture and Fixtures 203,256 54,041 1,522,471 376,275 Less: Accumulated Depreciation (338,680 ) (179,664 ) $ 1,183,791 $ 196,611 Depreciation expense, including amortization of assets under Financing leases, for the three months ended September 30, 2022 and 2021 was $ 64,489 26,840 Depreciation expense, including amortization of assets under Financing leases, for the nine months ended September 30, 2022 and 2021 was $ 159,016 109,482 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets as of September 30, 2022 and December 31, 2021 consist of the following: Schedule of Intangible Assets September 30, December 31, 2022 2021 Intangible assets subject to amortization Customer Relationship $ 7,323,000 $ 7,323,000 Trade Names 2,396,000 2,396,000 Patents 1,730,771 1,730,089 Technology and Know How 8,341,000 8,341,000 19,790,771 19,790,089 Less: Accumulated Amortization (2,139,485 ) (813,533 ) $ 17,651,286 $ 18,976,556 During the three months ended September 30, 2022 and 2021, the Company recorded total amortization expense related to intangible assets of $ 441,984 134,850 1,325,953 359,600 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. Future amortization of intangible assets is as follows: Future amortization of intangible assets For the year ending December 31, 2022 (3 months) $ 439,629 2023 1,767,181 2024 1,767,181 2025 1,767,181 2026 1,750,881 Thereafter 10,159,233 Total $ 17,651,286 |
NOTE PAYABLE
NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Note Payable | |
NOTE PAYABLE | NOTE 6 – NOTE PAYABLE On August 28, 2022, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $ 318,833 41,730 5.05 27,710 277,103 |
LOAN PAYABLE
LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
LOAN PAYABLE | NOTE 7 – LOAN PAYABLE The Company entered into a loan agreement in April of 2019 where the company was required to pay $ 157,500 30,000 7,500 157,500 Minimum obligations under this loan agreement are as follows: Schedule of minimum obligations under loan agreement For the year ending December 31, 2022 $ 97,500 2023 30,000 2024 30,000 Total $ 157,500 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 – STOCKHOLDERS' EQUITY Amendment of the Certificate of Designation On June 17, 2021, the Company filed an amendment of the certificate of designation of Series A Preferred Stock. The Board of Directors, by unanimous written consent, duly adopted resolutions to amend the Series A Preferred Stock Certificate of Designations and changed the name from “Series A Preferred Stock” to “Series X Super Voting Preferred Stock”. All dividend, liquidation preference, voting, conversion, and redemption rights, did not change from the originally filed Certificate of Designation of Series A Preferred Stock. There are now 10,000 Series X Super Voting Preferred Shares issued and outstanding as of September 30, 2022. On July 11, 2022, the Board of Directors had approved the reissuance of 8,000 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 September 30, 2022, the Company has a total 113,485 Pursuant to the Company’s amended and restated certificate of incorporation, as amended, the Company is authorized to designate and issue up to 20,000,000 0.0001 10,000 19,990,000 Dividends: 0 845,250 Redemption: Voting Rights: Conversion Rights On July 11, 2022, the Board of Directors of Applied UV, Inc. (the “Company”) approved the reissuance of 8,000 The Company has 10,000 shares of preferred stock designated as Super Voting Preferred Stock and after the issuance of the 8,000 shares, Mr. Munn will beneficially own all 10,000 shares of the Super Voting Preferred Stock. 2020 Incentive Plan On March 31, 2020, the Company adopted the Applied UV, Inc. 2020 Omnibus Incentive Plan (the “Plan”) with 600,000 If an incentive award granted under the Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to the company in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for future awards under the Plan. The number of shares subject to the Plan, and the number of shares and terms of any Incentive Award may be adjusted in the event of any change in our outstanding common stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange of shares, or similar transaction. There are 1,609,972 A summary of the Company’s option activity and related information follows: Schedule of the Company's option activity Number of Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted- Average Remaining Contractual Life (in years) Aggregate intrinsic value Balances, January 1, 2021 136,750 $ 4.96 $ 2.27 9.95 $ — Options granted 602,564 7.81 5.43 10 — Options forfeited (95,000 ) 4.96 3.73 — Options exercised — — — — Balances, December 31, 2021 644,314 $ 7.11 $ 5.03 8.47 $ — Options granted 529,000 1.63 1.16 10 — Options forfeited (283,286 ) 7.20 4.53 — Options exercised — — — — Balances, September 30, 2022 890,028 $ 3.83 $ 2.78 8.22 $ — Vested and Exercisable 260,768 $ 6.78 $ — Share-based compensation expense for options totaling $ 118,030 236,043 Share-based compensation expense for options totaling $ 448,270 432,933 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. 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 September 30, 2022 there was $ 1,166,641 The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the nine months ended September 30, 2022 and 2021 are set forth in the table below. Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 2022 2021 Risk-free interest rate 1.26% to 3.46% 1.02% to 1.54% Volatility 78.95% to 88.41% 75.04% to 85% Expected life (years) 5.75 to 6.08 5.36 to 10 Dividend yield 0.00 % 0.00 % Common Stock Warrants A summary of the Company’s warrant activity and related information follows: Schedule of the Company's warrant activity Number of Weighted- Balances, January 1, 2021 235,095 $ 5.89 Granted — — Exercised (42,676 ) — Balances, December 31, 2021 192,419 $ 5.84 Granted — — Exercised — — Balances, September 30, 2022 192,419 $ 5.84 At September 30, 2022 Vested and Exercisable 192,419 $ 5.84 For the three months ended September 30, 2022 and 2021, the Company recorded a gain on the change in fair value of warrant liability in the amount of $ 34,804 151,570 46,521 148,882 Preferred Stock Offering On July 13, 2021, Applied UV, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. as representative (“Representative”) of the underwriters (“Underwriters”), related to the offering of 480,000 shares (the “Shares”) of the Company’s 10.5% Series A Cumulative Perpetual Preferred Stock [non-convertible], par value $0.0001 per share (“Series A Preferred Stock”), at a public offering price of $25.00 per share, which excludes 72,000 shares of Series A Cumulative Perpetual Preferred Stock that may be purchased by the Underwriters pursuant to their overallotment option granted to the Underwriters under the terms of the Underwriting Agreement. The Shares were offered and sold by the Company pursuant to the terms of the Underwriting Agreement and registered pursuant to the Company’s registration statement on (i) Form S-1 (File No. 333-257197), as amended, which was filed with the SEC and declared effective by the Commission on July 12, 2021 and (ii) the Company’s registration statement on Form S-1 (File No. 333-257862), which was filed with the Commission on July 13, 2021 and declared effective upon filing. The closing of the offering for the Shares took place on July 16, 2021 and were approved for listing on Nasdaq under the trading symbol “AUVIP”. On July 29, 2021, in connection with its offering of its 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, the Company closed the exercise of the underwriter’s overallotment option of 72,000 shares at $25.00 per share. Aggregate gross proceeds including the exercise of the underwriter’s overallotment option was $12,272,440 after deducting underwriting discounts and commissions and fees and other offering expenses. Common Stock Offering On December 28, 2021, the Company closed a common stock offering in which it issued 2,666,667 3.00 8,000,000 560,000 440,073 6,999,928 On January 5, 2022, the underwriters fully exercised their over-allotment option to purchase an additional 400,000 3.00 1,200,000 1,092,000 108,000 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. Restricted stock awards granted typically have an initial annual cliff vest and then vest quarterly over the remaining service period, which is generally one to four years. The following table presents the restricted stock unit activity from January 1, 2021 through September 30, 2022 Schedule of Unvested Restricted Stock Units Activity Number of Weighted- Unvested shares at January 1, 2021 187,555 $ 5.00 Granted and unvested 274,500 5.16 Vested (163,176 ) 5.24 Forfeited/Cancelled (6,379 ) 5.00 Unvested shares, December 31, 2021 292,500 $ 4.71 Granted and unvested 207,500 2.10 Vested (87,084 ) — Forfeited/Cancelled (252,500 ) — Unvested shares, September 30, 2022 160,416 $ 2.12 Vested as of September 30, 2022 292,788 $ 4.90 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 $ 41,501 190,225 In connection with the grant of restricted shares, the Company recognized $ 111,710 669,676 The unvested shares as of September 30, 2022 represent $ 270,813 |
LEASING ARRANGEMENTS
LEASING ARRANGEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Leasing Arrangements | |
LEASING ARRANGEMENTS | NOTE 9 - 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 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 the commenced on April 1, 2022 and will expire on June 1, 2023, with a rate ranging from $94,529 to $97,365 per month. Rent expense for the three months ended September 30, 2022 and 2021 was $ 380,852 177,013 909,873 223,813 Schedule maturities of operating lease liabilities outstanding as of September 30, 2022 are as follows: Year Ended December 31, Schedule of maturities of operating lease liabilities 2022 (3 months) $ 420,107 2023 1,097,603 2024 480,532 2025 349,800 Thereafter... 174,900 Total lease payments 2,522,942 Less: Imputed Interest (226,198 ) Present value of future minimum lease payments $ 2,296,744 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. |
PAYROLL PROTECTION PROGRAM
PAYROLL PROTECTION PROGRAM | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
PAYROLL PROTECTION PROGRAM | NOTE 10 - 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 $ 296,827 100,000 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. |
NOTE RECEIVABLE- RELATED PARTY
NOTE RECEIVABLE- RELATED PARTY | 9 Months Ended |
Sep. 30, 2022 | |
Note Receivable- Related Party | |
NOTE RECEIVABLE- RELATED PARTY | NOTE 11- NOTE RECEIVABLE- RELATED PARTY The company contemplated an acquisition with an entity where certain board members of the Company were also board members of the potential acquiree. In February of 2021, the Company entered into a non-interest bearing note receivable agreement whereby the Company loaned $ 500,000 500,000 500,000 |
SEGMENT REPORTING
SEGMENT REPORTING | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 12 - 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 two reportable segments: the design, manufacture, assembly and distribution of disinfecting systems for use in healthcare, hospitality, and commercial municipal and residential markets (disinfectant segment) and the manufacture of fine mirrors and custom furniture specifically for the hospitality and retail industries (hospitality segment). 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), net and interest and other, net. Schedule of segment reporting Hospitality Disinfectant Corporate Total Balance sheet at September 30, 2022 Assets $ 6,563,520 $ 26,469,870 $ 534,252 $ 33,567,642 Liabilities 5,747,415 1,259,278 718,645 7,725,338 Balance sheet at December 31, 2021 Assets $ 2,158,789 $ 27,851,691 $ 8,515,512 $ 38,525,992 Liabilities 2,481,186 1,528,706 1,850,340 5,860,232 Hospitality Disinfectant Corporate Total Income Statement for the three months ended September 30, 2022: Net Sales $ 4,282,030 $ 1,593,581 $ — $ 5,875,611 Cost of Goods Sold 4,117,717 919,280 — 5,036,997 Research and development — 93,522 — 93,522 Selling, General and Administrative expenses 965,511 1,932,858 606,728 3,505,097 Income Statement for the three months ended September 30, 2021: Net Sales $ 1,750,227 $ 1,801,337 $ — $ 3,551,564 Cost of Goods Sold 1,451,560 1,048,603 — 2,500,163 Selling, General and Administrative expenses 788,173 1,894,852 — 2,683,025 Hospitality Disinfectant Corporate Total Income Statement for the nine months ended September 30, 2022: Net Sales $ 9,860,392 $ 5,278,955 $ — $ 15,139,347 Cost of Goods Sold 8,971,628 2,876,214 — 11,847,842 Research and development — 234,885 — 234,885 Loss on impairment of goodwill — 1,138,203 — 1,138,203 Selling, General and Administrative expenses 2,936,219 5,811,228 1,890,091 10,637,538 Income Statement for the nine months ended September 30, 2021: Net Sales $ 4,282,696 $ 3,465,803 $ — $ 7,748,499 Cost of Goods Sold 3,269,335 1,961,820 — 5,231,155 Research and development — 53,408 — 53,408 Selling, General and Administrative expenses 2,351,533 4,639,939 — 6,991,472 |
PROFORMA FINANCIAL STATEMENTS
PROFORMA FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2022 | |
Proforma Financial Statements | |
PROFORMA FINANCIAL STATEMENTS | NOTE 13 – PROFORMA FINANCIAL STATEMENTS Unaudited Supplemental Pro Forma Data Unaudited pro forma results of operations for the three and nine months ended September 30, 2022 and 2021 as though the company acquired Akida, KES, Visionmark, and SciAir (the “Acquired Companies”) on January 1, 2021 is set forth below. Business Acquisition, Pro Forma Information Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net Sales $ 5,875,611 $ 5,894,136 $ 15,139,347 $ 16,149,817 Net Loss (2,700,473 ) (1,629,337 ) (7,239,000 ) (5,181,575 ) Net Loss attributable to common stockholders: Dividends to preferred shareholders (362,250 ) — (1,086,750 ) — Net Loss attributable to common stockholders (3,062,723 ) 1,629,337 (8,325,750 ) (5,181,575 ) Basic and Diluted Loss Per Common Share $ (0.24 ) $ (0.17 ) $ (0.65 ) $ (0.53 ) Weighted Average Shares Outstanding - basic and diluted 12,656,093 9,799,123 12,751,360 9,764,634 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On October 7, 2022, the Company executed a Redeemable Promissory Note with Streeterville Capital, LLC, in the amount of $2,807,500 (the “Note”). The Note matures eighteen (18) months from its issuance date of October 7, 2022 and bears interest at 8% per annum on the outstanding principal balance of the Note, except no interest accrues on any amount attributable to the monitoring fee referred to below. The original principal balance of the Note consists of the purchase price of $2,500,000, an original discount of $237,000, a monitoring fee of $50,000 and a transaction fee of $20,000. Beginning on April 7, 2023, the Investor shall have the right in any month to cause the Company to redeem up to $247,500 of the principal amount of the Note in such month. The Company may elect, in its sole discretion, to redeem such portions of the Note in cash or in its common stock or in any combination thereof. If redemptions are made by the Company with its common stock, such stock will be valued at 87.5% of the Nasdaq Minimum Price. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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”) and MunnWorks, LLC (“MunnWorks”), together “the Subsidiaries”, and other companies acquired or created by the Parent in the future. The Parent acquired the Subsidiaries pursuant to 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"). 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. In February of 2021, the Company acquired all the assets and assumed certain liabilities of Akida Holdings, LLC (“Akida”). At the time of this acquisition, Akida owned the Airocide™ system of air purification technologies, originally developed for NASA, with assistance from the University of Wisconsin at Madison, that uses a combination of UVC and a proprietary, titanium dioxide based photocatalyst (“PCO”) to eliminate airborne bacteria, mold, fungi, viruses, volatile organic compounds, and many odors without producing any harmful by-products, with applications in the hospitality, hotel, healthcare, nursing homes, grocer, wine, commercial buildings and retail sectors. The Airocide™ system has been used by brands and organizations such as NASA, Whole Foods, Dole, Chiquita, Opus One, Sub-Zero Refrigerators and Robert Mondavi Wines. Akida contracted KES Science & Technology, Inc. (“KES”) to manufacture, warehouse and distribute the Airocide™ system and Akida’s contractual relationship with KES was assigned to and assumed by the Company as part of the acquisition. On September 28, 2021, the Company acquired all the assets and assumed certain liabilities of KES. At the time of the acquisition, KES was principally engaged in the manufacturing and distribution of the Airocide™ system of air purification technologies and misting systems. KES also had the exclusive right to the sale and distribution of the Airocide™ system in certain markets. This acquisition consolidates all of manufacturing, sale and distribution of the Airocide™ system under the SteriLumen brand and expands the Company’s market presence in food distribution, post-harvest produce, wineries, and retail sectors. The Company sells its products throughout the United States, Canada, and Europe. On October 13, 2021, the Company acquired all the assets and assumed certain liabilities of Scientific Air Management LLC, ("SciAir"). SciAir is a provider of whole-room, aerosol chamber and laboratory certified air disinfection machines. SciAir is a provider of whole-room, aerosol chamber and laboratory certified air disinfection machines that use a combination of UVC and a proprietary, patented system to eliminate airborne bacteria, mold, fungi, viruses, volatile organic compounds, and many odors without producing any harmful by-products. The units are well suited for larger spaces within a facility and are mobile with industrial grade casters allowing for movement throughout a facility to address increased bio burden from larger meetings or increased human traffic. 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 customized furniture using wood and metal components for the hospitality and retail industries. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Applied UV, Inc., Munnworks, LLC and SteriLumen, Inc. All significant intercompany transactions and balances are eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed of the Company for the annual period ended December 31, 2021. The consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements as of and for the year then ended. |
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 September 30, 2022 and December 31, 2021, the Company had $ 26,801 1,076,664 |
Accounts receivable | Accounts receivable An allowance for uncollectible accounts receivable is recorded when management believes the collectability of the accounts receivable is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is determined based on management’s review of the debtor’s ability to repay and repayment history, aging history, and estimated value of collateral, if any. The Company had an allowance for doubtful accounts approximating $ 9,000 |
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 $88,000 and $140,000 as of September 30, 2022 and December 31, 2021, 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. |
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 September 30, 2022 and December 31, 2021. 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 unaudited condensed 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 earnings per share As of September 30, 2022 2021 Common stock options 890,028 589,314 Common stock warrants 192,419 192,419 Total 1,082,447 781,733 |
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. |
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. MunnWorks projects, including those from the VisionMark acquisition, are completed within the Company’s facilities. For these projects, 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 the products within three to nine months from commencement of order acceptance. 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 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 (delivery of Airocide™, KES, and SciAir products), 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 three months ended: Schedule of revenue: Schedule of revenue September 30, 2022 2021 Recognized over time $ 3,306,739 $ 322,656 Recognized at a point in time 2,568,872 3,228,909 $ 5,875,611 $ 3,551,565 Revenue recognized over time and revenue recognized at a point in time for the nine months ended: Schedule of revenue: September 30, 2022 2021 Recognized over time $ 6,719,888 $ 1,097,793 Recognized at a point in time 8,419,459 6,650,706 $ 15,139,347 $ 7,748,499 Deferred revenue was comprised of the following as of: September 30, December 31, 2022 2021 Recognized over time $ 1,035,444 $ 94,868 Recognized at a point in time 904,828 693,908 $ 1,940,272 $ 788,776 The Company recognized $ 48,112 786,707 |
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 three months ended September 30, 2022 and 2021 was $ 264,614 315,115 810,986 624,549 |
Vendor deposits | Vendor deposits Vendor payments to third manufactures are capitalized until completion of the project and are recorded as vendor deposits. As of September 30, 2022 and December 31, 2021, the vendor deposit balance was $ 294,484 992,042 |
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 September 30, 2022 and December 31, 2021, capitalized patent costs net of accumulated amortization was $ 1,618,757 1,693,124 25,016 7,030 75,048 11,957 |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | 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 earnings per share | Schedule of anti dilutive securities excluded from computation of earnings per share As of September 30, 2022 2021 Common stock options 890,028 589,314 Common stock warrants 192,419 192,419 Total 1,082,447 781,733 |
Schedule of revenue | Schedule of revenue September 30, 2022 2021 Recognized over time $ 3,306,739 $ 322,656 Recognized at a point in time 2,568,872 3,228,909 $ 5,875,611 $ 3,551,565 Revenue recognized over time and revenue recognized at a point in time for the nine months ended: Schedule of revenue: September 30, 2022 2021 Recognized over time $ 6,719,888 $ 1,097,793 Recognized at a point in time 8,419,459 6,650,706 $ 15,139,347 $ 7,748,499 Deferred revenue was comprised of the following as of: September 30, December 31, 2022 2021 Recognized over time $ 1,035,444 $ 94,868 Recognized at a point in time 904,828 693,908 $ 1,940,272 $ 788,776 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash $ 760,293 Fair market value of common stock issued (1,375,000 shares) 7,122,500 Total Purchase Price, Net of Cash Acquired 7,882,793 Assets Acquired: Accounts receivable 233,241 Inventory 211,105 Prepaid expenses 285,490 Machinery and equipment 168,721 Customer relationships 539,000 Trade names 1,156,000 Technology and know how 3,468,000 Total Assets Acquired: 6,061,557 Liabilities Assumed: Accounts payable (415,341 ) Deferred revenue (491,702 ) Total Liabilities Assumed (907,043 ) Net Assets Acquired 5,154,514 Excess Purchase Price "Goodwill" $ 2,728,279 The excess purchase price has been recorded as goodwill in the amount of approximately $ 2,728,279 KES Science & Technology, Inc. On September 28, 2021, SteriLumen, Inc. completed an Asset Purchase Agreement with KES Science & Technology, Inc. (“KES”), a Georgia corporation. The purchase price and purchase price allocation as of the acquisition completion date follows. Purchase Price: Cash $ 4,299,900 Fair market value of common stock issued (300,000 shares) 1,959,001 Total Purchase Price, Net of Cash Acquired 6,258,901 Assets Acquired: Accounts receivable 392,367 Inventory 602,746 Prepaid expenses 10,995 Machinery and equipment 36,146 Trade names 914,000 Technology and know how 3,656,000 Total Assets Acquired: 5,612,254 Liabilities Assumed: Accounts payable (296,681 ) Total Liabilities Assumed (296,681 ) Net Assets Acquired 5,315,573 Excess Purchase Price "Goodwill" $ 943,328 The excess purchase price has been recorded as goodwill in the amount of $ 943,328 Old SAM Partners (Scientific Air) On October 13, 2021, the Company entered into an asset purchase agreement by and among the Company, SteriLumen, Inc., a New York corporation and wholly-owned subsidiary of the Company (the “Purchaser”) and Old SAM Partners, LLC, a Florida limited liability company (the “Seller”), pursuant to which the Purchaser acquired substantially all of the assets of the Seller, including the assignment of an exclusive distribution agreement. On October 13, 2021 the Seller received, as consideration for the Acquisition (i) $9,500,000 in cash; and (ii) 200,000 shares of the Company’s common stock and (iii) 200,000 unvested shares of the Company’s common stock, which are subject to cancellation if the earnout is not met. On the date of acquisition, the fair market value of the 200,000 vested shares was $5.57 for a total value of $1,114,000. An additional liability was recorded for $886,000 as a result of the agreement calling for additional cash consideration to the extent the share price is below $10 on the free trading date, as defined in the agreement. On December 31, 2021, the share price of our common stock was $2.70 per share and a loss on contingent consideration of $574,000 was recorded in the consolidated statements of operations and increased the liability to $1,460,000. The purchase price and purchase price allocation as of the acquisition completion date follows. Purchase Price: Cash $ 9,500,000 Fair market value of common stock issued 1,114,000 Contingent consideration based on stock price 886,000 Total Purchase Price, net of cash acquired 11,500,000 Assets Acquired: Accounts receivable 129,845 Inventory 369,970 Machinery and equipment 1,982 Customer relationships 6,784,000 Patents 1,533,000 Technology and know how 1,217,000 Trade names 326,000 Total Assets Acquired: 10,361,797 Assets Acquired 10,361,797 Excess Purchase Price "Goodwill" $ 1,138,203 The excess purchase price has been recorded as goodwill in the amount of approximately $ 1,138,203 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 400,000 240,000 1,700,000 1,138,203 no 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 Contract asset 181,152 Machinery and equipment 1,100,000 Total Assets Acquired: 2,094,285 Liabilities Assumed: Contract liability (1,388,838 ) Total Liabilities Assumed (1,388,838 ) Net Assets Acquired 705,447 Excess Purchase Price "Goodwill" $ 50,469 |
Schedule of future maturity of the lease liability | Schedule of future maturity of the lease liability For Years Ended December 31, 2022 (3 months) $ 93,172 2023 372,684 2024 372,684 2025 93,174 Total 931,714 Less: Unamortized discount (260,886 ) Total amount due to landlord 670,828 Less: current portion of amount due to landlord, net of discount (214,766 ) Total long-term portion of amount due to landlord $ 456,062 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory September 30, December 31, 2022 2021 Raw materials $ 436,408 $ 356,759 Work in process 402,445 — Finished goods 3,684,533 1,429,479 Inventory at cost $ 4,523,386 $ 1,786,238 Less: Reserve (87,792 ) (140,000 ) Inventory $ 4,435,594 $ 1,646,238 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment September 30, December 31, 2022 2021 Machinery and Equipment $ 1,251,666 $ 254,685 Leasehold improvements 67,549 67,549 Furniture and Fixtures 203,256 54,041 1,522,471 376,275 Less: Accumulated Depreciation (338,680 ) (179,664 ) $ 1,183,791 $ 196,611 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets September 30, December 31, 2022 2021 Intangible assets subject to amortization Customer Relationship $ 7,323,000 $ 7,323,000 Trade Names 2,396,000 2,396,000 Patents 1,730,771 1,730,089 Technology and Know How 8,341,000 8,341,000 19,790,771 19,790,089 Less: Accumulated Amortization (2,139,485 ) (813,533 ) $ 17,651,286 $ 18,976,556 |
Future amortization of intangible assets | Future amortization of intangible assets For the year ending December 31, 2022 (3 months) $ 439,629 2023 1,767,181 2024 1,767,181 2025 1,767,181 2026 1,750,881 Thereafter 10,159,233 Total $ 17,651,286 |
LOAN PAYABLE (Tables)
LOAN PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of minimum obligations under loan agreement | Schedule of minimum obligations under loan agreement For the year ending December 31, 2022 $ 97,500 2023 30,000 2024 30,000 Total $ 157,500 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of the Company's option activity | Schedule of the Company's option activity Number of Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted- Average Remaining Contractual Life (in years) Aggregate intrinsic value Balances, January 1, 2021 136,750 $ 4.96 $ 2.27 9.95 $ — Options granted 602,564 7.81 5.43 10 — Options forfeited (95,000 ) 4.96 3.73 — Options exercised — — — — Balances, December 31, 2021 644,314 $ 7.11 $ 5.03 8.47 $ — Options granted 529,000 1.63 1.16 10 — Options forfeited (283,286 ) 7.20 4.53 — Options exercised — — — — Balances, September 30, 2022 890,028 $ 3.83 $ 2.78 8.22 $ — Vested and Exercisable 260,768 $ 6.78 $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 2022 2021 Risk-free interest rate 1.26% to 3.46% 1.02% to 1.54% Volatility 78.95% to 88.41% 75.04% to 85% Expected life (years) 5.75 to 6.08 5.36 to 10 Dividend yield 0.00 % 0.00 % |
Schedule of the Company's warrant activity | Schedule of the Company's warrant activity Number of Weighted- Balances, January 1, 2021 235,095 $ 5.89 Granted — — Exercised (42,676 ) — Balances, December 31, 2021 192,419 $ 5.84 Granted — — Exercised — — Balances, September 30, 2022 192,419 $ 5.84 At September 30, 2022 Vested and Exercisable 192,419 $ 5.84 |
Schedule of Unvested Restricted Stock Units Activity | Schedule of Unvested Restricted Stock Units Activity Number of Weighted- Unvested shares at January 1, 2021 187,555 $ 5.00 Granted and unvested 274,500 5.16 Vested (163,176 ) 5.24 Forfeited/Cancelled (6,379 ) 5.00 Unvested shares, December 31, 2021 292,500 $ 4.71 Granted and unvested 207,500 2.10 Vested (87,084 ) — Forfeited/Cancelled (252,500 ) — Unvested shares, September 30, 2022 160,416 $ 2.12 Vested as of September 30, 2022 292,788 $ 4.90 |
LEASING ARRANGEMENTS (Tables)
LEASING ARRANGEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leasing Arrangements | |
Schedule of maturities of operating lease liabilities | Schedule of maturities of operating lease liabilities 2022 (3 months) $ 420,107 2023 1,097,603 2024 480,532 2025 349,800 Thereafter... 174,900 Total lease payments 2,522,942 Less: Imputed Interest (226,198 ) Present value of future minimum lease payments $ 2,296,744 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Schedule of segment reporting Hospitality Disinfectant Corporate Total Balance sheet at September 30, 2022 Assets $ 6,563,520 $ 26,469,870 $ 534,252 $ 33,567,642 Liabilities 5,747,415 1,259,278 718,645 7,725,338 Balance sheet at December 31, 2021 Assets $ 2,158,789 $ 27,851,691 $ 8,515,512 $ 38,525,992 Liabilities 2,481,186 1,528,706 1,850,340 5,860,232 Hospitality Disinfectant Corporate Total Income Statement for the three months ended September 30, 2022: Net Sales $ 4,282,030 $ 1,593,581 $ — $ 5,875,611 Cost of Goods Sold 4,117,717 919,280 — 5,036,997 Research and development — 93,522 — 93,522 Selling, General and Administrative expenses 965,511 1,932,858 606,728 3,505,097 Income Statement for the three months ended September 30, 2021: Net Sales $ 1,750,227 $ 1,801,337 $ — $ 3,551,564 Cost of Goods Sold 1,451,560 1,048,603 — 2,500,163 Selling, General and Administrative expenses 788,173 1,894,852 — 2,683,025 Hospitality Disinfectant Corporate Total Income Statement for the nine months ended September 30, 2022: Net Sales $ 9,860,392 $ 5,278,955 $ — $ 15,139,347 Cost of Goods Sold 8,971,628 2,876,214 — 11,847,842 Research and development — 234,885 — 234,885 Loss on impairment of goodwill — 1,138,203 — 1,138,203 Selling, General and Administrative expenses 2,936,219 5,811,228 1,890,091 10,637,538 Income Statement for the nine months ended September 30, 2021: Net Sales $ 4,282,696 $ 3,465,803 $ — $ 7,748,499 Cost of Goods Sold 3,269,335 1,961,820 — 5,231,155 Research and development — 53,408 — 53,408 Selling, General and Administrative expenses 2,351,533 4,639,939 — 6,991,472 |
PROFORMA FINANCIAL STATEMENTS (
PROFORMA FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Proforma Financial Statements | |
Business Acquisition, Pro Forma Information | Business Acquisition, Pro Forma Information Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net Sales $ 5,875,611 $ 5,894,136 $ 15,139,347 $ 16,149,817 Net Loss (2,700,473 ) (1,629,337 ) (7,239,000 ) (5,181,575 ) Net Loss attributable to common stockholders: Dividends to preferred shareholders (362,250 ) — (1,086,750 ) — Net Loss attributable to common stockholders (3,062,723 ) 1,629,337 (8,325,750 ) (5,181,575 ) Basic and Diluted Loss Per Common Share $ (0.24 ) $ (0.17 ) $ (0.65 ) $ (0.53 ) Weighted Average Shares Outstanding - basic and diluted 12,656,093 9,799,123 12,751,360 9,764,634 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 to 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Lesser of term of lease or useful life |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 to 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Anti-dilutive shares) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,082,447 | 781,733 |
Options Held [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 890,028 | 589,314 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 192,419 | 192,419 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Revenue) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||||
Revenues | $ 5,875,611 | $ 3,551,565 | $ 15,139,347 | $ 7,748,499 | |
Deferred revenue | 1,940,272 | 1,940,272 | $ 788,776 | ||
Transferred over Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 3,306,739 | 322,656 | 6,719,888 | 1,097,793 | |
Deferred revenue | 1,035,444 | 1,035,444 | 94,868 | ||
Transferred at Point in Time [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenues | 2,568,872 | $ 3,228,909 | 8,419,459 | $ 6,650,706 | |
Deferred revenue | $ 904,828 | $ 904,828 | $ 693,908 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Cash Equivalents, at Carrying Value | $ 26,801 | $ 26,801 | $ 1,076,664 | ||
Accounts Receivable, Allowance for Credit Loss | 9,000 | 9,000 | 9,000 | ||
Deferred Revenue, Noncurrent | 48,112 | ||||
Deferred revenue | 786,707 | 786,707 | |||
Advertising Expense | 264,614 | $ 315,115 | 810,986 | $ 624,549 | |
Deposits assets current | 294,484 | 294,484 | 992,042 | ||
Patent cost | 1,618,757 | 1,618,757 | $ 1,693,124 | ||
Amortization | $ 25,016 | $ 7,030 | $ 75,048 | $ 11,957 |
BUSINESS ACQUISITION - Recogniz
BUSINESS ACQUISITION - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | Sep. 30, 2022 | Mar. 25, 2022 | Dec. 31, 2021 | Oct. 13, 2021 | Sep. 28, 2021 | Feb. 08, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||||||
Cash paid at closing | $ 10 | $ 9,500,000 | $ 4,299,900 | $ 760,293 | ||
Fair market value of common stock issued | 1,114,000 | 1,959,001 | 7,122,500 | |||
Total Purchase Price, net of cash acquired | 755,916 | 11,500,000 | 6,258,901 | 7,882,793 | ||
Accounts receivable, net | 636,550 | 129,845 | 392,367 | 233,241 | ||
Inventory | 176,583 | 369,970 | 602,746 | 211,105 | ||
Prepaid expenses | 10,995 | 285,490 | ||||
Machinery and equipment | 1,100,000 | 1,982 | 36,146 | 168,721 | ||
Customer relationships | 6,784,000 | 539,000 | ||||
Trade names | 326,000 | 914,000 | 1,156,000 | |||
Technology and know how | 3,656,000 | 3,468,000 | ||||
Total Assets Acquired: | 2,094,285 | 10,361,797 | 5,612,254 | 6,061,557 | ||
Accounts payable | (296,681) | (415,341) | ||||
Deferred revenue | (491,702) | |||||
Total Liabilities Assumed | (1,388,838) | (296,681) | (907,043) | |||
Net Assets Acquired | 705,447 | 5,315,573 | 5,154,514 | |||
Excess Purchase Price "Goodwill" | 50,469 | 1,138,203 | $ 943,328 | $ 2,728,279 | ||
Contingent consideration based on stock price | 886,000 | |||||
Patents | 1,533,000 | |||||
Technology and know how | $ 1,217,000 | |||||
Due to landlord | $ 214,766 | 755,906 | $ 0 | |||
Contract asset | 416,021 | 181,152 | 0 | |||
Contract liability | $ (134,342) | $ (1,388,838) | $ 0 |
BUSINESS ACQUISITION - Future M
BUSINESS ACQUISITION - Future Maturity of lease Liability (Details) | Sep. 30, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2022 (3 months) | $ 93,172 |
2023 | 372,684 |
2024 | 372,684 |
2025 | 93,174 |
Total | 931,714 |
Less: Unamortized discount | (260,886) |
Total amount due to landlord | 670,828 |
Less: current portion of amount due to landlord, net of discount | (214,766) |
Total long-term portion of amount due to landlord | $ 456,062 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2022 | Sep. 30, 2022 | Mar. 25, 2022 | Oct. 13, 2021 | Sep. 28, 2021 | Feb. 08, 2021 | |
Business Acquisition [Line Items] | ||||||
Excess purchase price | $ 50,469 | $ 1,138,203 | $ 943,328 | $ 2,728,279 | ||
Shares, Issued | 400,000 | |||||
Change in fair market value | $ 240,000 | |||||
Contingent consideration | $ 1,700,000 | |||||
Asset Impairment Charges | $ 1,138,203 | |||||
Impairment of goodwill | 0 | |||||
Operating Lease, Payments | $ 31,057 | |||||
Steri Lumen [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Excess purchase price | $ 50,469 | $ 1,138,203 | $ 943,328 | $ 2,728,279 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 436,408 | $ 356,759 |
Work in process | 402,445 | 0 |
Finished goods | 3,684,533 | 1,429,479 |
Inventory at cost | 4,523,386 | 1,786,238 |
Less: Reserve | (87,792) | (140,000) |
Inventory | $ 4,435,594 | $ 1,646,238 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,522,471 | $ 376,275 |
Less: Accumulated Depreciation | (338,680) | (179,664) |
Property and equipment, net | 1,183,791 | 196,611 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,251,666 | 254,685 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 67,549 | 67,549 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 203,256 | $ 54,041 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 64,489 | $ 26,840 | $ 159,016 | $ 109,482 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 19,790,771 | $ 19,790,089 |
Less: Accumulated Depreciation | (2,139,485) | (813,533) |
Intangible assets net | 17,651,286 | 18,976,556 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 7,323,000 | 7,323,000 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 2,396,000 | 2,396,000 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 1,730,771 | 1,730,089 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 8,341,000 | $ 8,341,000 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (3 months) | $ 439,629 | |
2023 | 1,767,181 | |
2024 | 1,767,181 | |
2025 | 1,767,181 | |
2026 | 1,750,881 | |
Thereafter | 10,159,233 | |
Total | $ 17,651,286 | $ 18,976,556 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of Intangible Assets | $ 441,984 | $ 134,850 | $ 1,325,953 | $ 359,600 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Aug. 28, 2022 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Down payment | $ 27,710 | $ 41,730 | $ 30,000 |
Annual percentage rate | 5.05% | ||
Note payable | $ 277,103 | $ 277,103 | |
Directors and Officers Liability Insurance [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Face amount | $ 318,833 |
LOANS PAYABLE - Minimum obligat
LOANS PAYABLE - Minimum obligations under this loan agreement (Details) | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 97,500 |
2023 | 30,000 |
2024 | 30,000 |
Total | $ 157,500 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Aug. 28, 2022 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |||
Long term debt | $ 157,500 | $ 157,500 | |
Periodic payment | $ 27,710 | $ 41,730 | 30,000 |
Debt instrument additional amount | 7,500 | ||
Repayments of debt | $ 157,500 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Option Outstanding, beginning | 644,314 | 136,750 |
Weighted average exercise price, beginning | $ 7.11 | $ 4.96 |
Weighted average grant date fair value, beginning | $ 5.03 | $ 2.27 |
Weighted average remaining contractual life in years | 8 years 5 months 19 days | 9 years 11 months 12 days |
Options granted | 529,000 | 602,564 |
Weighted average exercise price, granted | $ 1.63 | $ 7.81 |
Weighted average grant date fair value, granted | $ 1.16 | $ 5.43 |
Weighted average remaining contractual life, granted | 10 years | 10 years |
Options forfeited/cancelled | (283,286) | (95,000) |
Weighted average exercise price, forfeited | $ 7.20 | $ 4.96 |
Weighted average grant date fair value, forfeited | $ 4.53 | $ 3.73 |
Options exercised | ||
Weighted average exercise price, exercised | ||
Number of Option Outstanding, ending | 890,028 | 644,314 |
Weighted average exercise price, ending | $ 3.83 | $ 7.11 |
Weighted average grant date fair value, beginning | $ 2.78 | $ 5.03 |
Weighted average remaining contractual life in years | 8 years 2 months 19 days | |
Vested and Exercisable | 260,768 | |
Vested and Exercisable | $ 6.78 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend yield | 1.26% to 3.46% | 1.02% to 1.54% |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend yield | 78.95% to 88.41% | 75.04% to 85% |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend yield | 5.75 to 6.08 | 5.36 to 10 |
Dividend Yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Dividend yield | 0.00 | 0.00 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Options outstanding at the beginning | 192,419 | 235,095 |
Weighted average exercise price, beginning | $ 5.84 | $ 5.89 |
Granted | ||
Weighted average exercise price, Granted | ||
Exercised | (42,676) | |
Weighted average exercise price, Exercised | ||
Options outstanding at the ending | 192,419 | 192,419 |
Weighted average exercise price, ending | $ 5.84 | $ 5.84 |
Vested and Exercisable | 192,419 | |
Weighted average exercise price,Vested and Exercisable | $ 5.84 |
STOCKHOLDERS' EQUITY (Details 3
STOCKHOLDERS' EQUITY (Details 3) - Restricted Stock [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of unvested shares outstanding, at beginning | 292,500 | 187,555 |
Weighted average fair market value outstanding, at beginning | $ 4.71 | $ 5 |
Granted and unvested | 207,500 | 274,500 |
Weighted average fair market value, granted and unvested | $ 2.10 | $ 5.16 |
Vested | (87,084) | (163,176) |
Weighted average fair market value, vested | $ 5.24 | |
Forfeited/Cancelled | (252,500) | (6,379) |
Weighted average fair market value, forfeited/Cancelled | $ 5 | |
Number of unvested shares outstanding, at ending | 160,416 | 292,500 |
Weighted average fair market value outstanding, at ending | $ 2.12 | $ 4.71 |
Vested | 292,788 | |
Vested | $ 4.90 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Jul. 11, 2022 | Mar. 09, 2022 | Jan. 05, 2022 | Dec. 28, 2021 | Mar. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||||
Treasury stock, shares | 113,485 | ||||||||||
Preferred Stock, Shares Authorized | 19,990,000 | 19,990,000 | 19,990,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Restricted cash | $ 0 | $ 0 | $ 845,250 | ||||||||
Preferred stock voting rights | The Company has 10,000 shares of preferred stock designated as Super Voting Preferred Stock and after the issuance of the 8,000 shares, Mr. Munn will beneficially own all 10,000 shares of the Super Voting Preferred Stock. | ||||||||||
Number of share issued | 2,666,667 | ||||||||||
Fair value of warrant liability | 34,804 | $ 151,570 | 46,521 | $ 148,882 | |||||||
Offering price | $ 3 | ||||||||||
Gross proceeds | $ 8,000,000 | ||||||||||
Underwriting fees | 560,000 | ||||||||||
Offering cost | 440,073 | ||||||||||
Net proceeds | $ 6,999,928 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of share issued | 400,000 | ||||||||||
Offering price | $ 3 | ||||||||||
Gross proceeds | $ 1,200,000 | ||||||||||
Net proceeds | 1,092,000 | ||||||||||
Underwriting discount | $ 108,000 | ||||||||||
Options [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-Based Payment Arrangement, Expense | $ 118,030 | 236,043 | $ 448,270 | 432,933 | |||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares available for grant | 890,028 | 890,028 | 644,314 | 136,750 | |||||||
Unrecognized stock based compensation | $ 1,166,641 | $ 1,166,641 | |||||||||
Restricted Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-Based Payment Arrangement, Expense | 41,501 | $ 190,225 | 111,710 | $ 669,676 | |||||||
Unrecognized stock based compensation | $ 270,813 | $ 270,813 | |||||||||
Incentive Plan 2020 [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of share issued | 600,000 | ||||||||||
Number of shares available for grant | 1,609,972 | 1,609,972 | |||||||||
Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||
Series X Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 10,000 | 10,000 | 10,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Board of Directors Chairman [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Treasury stock reissued | 8,000 | ||||||||||
Reissuance of preferred stock | 8,000 |
LEASING ARRANGEMENTS - Maturiti
LEASING ARRANGEMENTS - Maturities of Operating lease laibilities (Details) | Sep. 30, 2022 USD ($) |
Leasing Arrangements | |
2022 (3 months) | $ 420,107 |
2023 | 1,097,603 |
2024 | 480,532 |
2025 | 349,800 |
Thereafter... | 174,900 |
Total lease payments | 2,522,942 |
Less: Imputed Interest | (226,198) |
Present value of future minimum lease payments | $ 2,296,744 |
LEASING ARRANGEMENTS (Details N
LEASING ARRANGEMENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leasing Arrangements | ||||
Operating Lease, Weighted Average Discount Rate, Percent | 7.60% | 7.60% | ||
Rent expense | $ 380,852 | $ 177,013 | $ 909,873 | $ 223,813 |
PAYROLL PROTECTION PROGRAM (Det
PAYROLL PROTECTION PROGRAM (Details Narrative) - Payroll Protection Plan Loan Cares Act [Member] | 1 Months Ended |
Apr. 30, 2020 USD ($) | |
Short-Term Debt [Line Items] | |
Face amount | $ 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 $100,000 or less annually are reduced by more than 25%. The loan was forgiven in July of 2021 and in accordance with ASC 470, the amount was recorded as other income. |
NOTE RECEIVABLE- RELATED PARTY
NOTE RECEIVABLE- RELATED PARTY (Details Narrative) - USD ($) | Nov. 30, 2021 | Feb. 28, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Note receivable, related party | $ 500,000 | |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Face amount | $ 500,000 | |
Acquisition price | $ 500,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Total Assets | $ 33,567,642 | $ 33,567,642 | $ 38,525,992 | ||
Total Liabilities | 7,725,338 | 7,725,338 | 5,860,232 | ||
Net Sales | 5,875,611 | $ 3,551,564 | 15,139,347 | $ 7,748,499 | |
Cost of Goods Sold | 5,036,997 | 2,500,163 | 11,847,842 | 5,231,155 | |
Research and development | 93,522 | 0 | 234,885 | 53,408 | |
Selling, General and Administrative Expenses | 3,505,097 | 2,683,025 | 10,637,538 | 6,991,472 | |
Loss on impairment of goodwill | 0 | 0 | 1,138,203 | 0 | |
Hospitality Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total Assets | 6,563,520 | 6,563,520 | 2,158,789 | ||
Total Liabilities | 5,747,415 | 5,747,415 | 2,481,186 | ||
Net Sales | 4,282,030 | 1,750,227 | 9,860,392 | 4,282,696 | |
Cost of Goods Sold | 4,117,717 | 1,451,560 | 8,971,628 | 3,269,335 | |
Research and development | |||||
Selling, General and Administrative Expenses | 965,511 | 788,173 | 2,936,219 | 2,351,533 | |
Loss on impairment of goodwill | |||||
Disinfectant Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total Assets | 26,469,870 | 26,469,870 | 27,851,691 | ||
Total Liabilities | 1,259,278 | 1,259,278 | 1,528,706 | ||
Net Sales | 1,593,581 | 1,801,337 | 5,278,955 | 3,465,803 | |
Cost of Goods Sold | 919,280 | 1,048,603 | 2,876,214 | 1,961,820 | |
Research and development | 93,522 | 234,885 | 53,408 | ||
Selling, General and Administrative Expenses | 1,932,858 | 1,894,852 | 5,811,228 | 4,639,939 | |
Loss on impairment of goodwill | 1,138,203 | ||||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total Assets | 534,252 | 534,252 | 8,515,512 | ||
Total Liabilities | 718,645 | 718,645 | $ 1,850,340 | ||
Net Sales | |||||
Cost of Goods Sold | |||||
Research and development | |||||
Selling, General and Administrative Expenses | $ 606,728 | 1,890,091 | |||
Loss on impairment of goodwill |
PROFORMA FINANCIAL STATEMENTS_2
PROFORMA FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Net Sales | $ 5,875,611 | $ 3,551,565 | $ 15,139,347 | $ 7,748,499 |
Net Loss | (2,700,473) | (1,080,805) | (7,239,000) | (4,251,987) |
Net Loss attributable to common stockholders: | ||||
Net Loss attributable to common stockholders | 362,250 | 241,500 | 1,086,750 | 241,500 |
Akida K E S Visionmark And Sci Air [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Net Sales | 5,875,611 | 5,894,136 | 15,139,347 | 16,149,817 |
Net Loss | (2,700,473) | (1,629,337) | (7,239,000) | (5,181,575) |
Net Loss attributable to common stockholders: | ||||
Dividends to preferred shareholders | (362,250) | (1,086,750) | ||
Net Loss attributable to common stockholders | $ (3,062,723) | $ 1,629,337 | $ (8,325,750) | $ (5,181,575) |
Basic and Diluted Loss Per Common Share | $ (0.24) | $ (0.17) | $ (0.65) | $ (0.53) |
Weighted Average Shares Outstanding - basic and diluted | 12,656,093 | 9,799,123 | 12,751,360 | 9,764,634 |