Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-39480 | |
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 | 19,339,225 | |
Common Stock, par value $0.0001 per share [Member] | ||
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 [Member] | ||
Title of 12(b) Security | 10.5% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share | |
Trading Symbol | AUVIP | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 2,081,886 | $ 2,734,485 |
Accounts receivable, net of allowance for doubtful accounts | 4,758,883 | 1,508,239 |
Costs and estimated earnings in excess of billings | 2,087,553 | 1,306,762 |
Inventory, net | 8,609,494 | 5,508,086 |
Vendor deposits | 1,313,244 | 75,548 |
Prepaid expense and other current assets | 2,208,058 | 1,187,223 |
Total Current Assets | 21,059,118 | 12,320,343 |
Property and equipment, net of accumulated depreciation | 1,243,800 | 1,133,468 |
Other assets | 0 | 153,000 |
Goodwill | 17,809,235 | 3,722,077 |
Other intangible assets, net of accumulated amortization | 28,629,853 | 11,354,430 |
Right of use assets | 4,211,326 | 4,044,109 |
Total Assets | 72,953,332 | 32,727,427 |
Current Liabilities | ||
Accounts payable and accrued expenses | 8,855,698 | 2,982,760 |
Contingent consideration | 18,995,673 | 0 |
Deferred revenue | 6,555,496 | 4,730,299 |
Due to landlord (Note 2) | 244,532 | 229,234 |
Warrant liability | 7,685 | 9,987 |
Financing lease obligations | 47,608 | 33,712 |
Operating lease liability | 1,645,250 | 1,437,308 |
Notes payable, net | 4,469,196 | 2,098,685 |
Total Current Liabilities | 40,821,138 | 11,521,985 |
Long-Term Liabilities | ||
Due to landlord - less current portion (Note 2) | 325,557 | 393,230 |
Notes payable, net - less current portion | 5,448,572 | 765,144 |
Financing lease obligations - less current portion | 160,871 | 158,070 |
Operating lease liability - less current portion | 2,625,952 | 2,655,103 |
Total Long-Term Liabilities | 8,560,952 | 3,971,547 |
Total Liabilities | 49,382,090 | 15,493,532 |
Equity | ||
Common Stock $0.0001 par value, 150,000,000 shares authorized 19,370,758 shares issued and 19,257,273 shares outstanding as of March 31, 2023 and 13,676,450 shares issued and 13,562,965 shares outstanding as of December 31, 2022 respectively | 1,937 | 1,368 |
Additional paid-in capital | 52,084,048 | 45,619,670 |
Treasury stock at cost, 113,485 shares, respectively | (149,686) | (149,686) |
Accumulated deficit | (33,141,602) | (28,237,513) |
Total Equity | 18,794,753 | 17,233,895 |
Total Liabilities, Redeemable Preferred Stock and Stockholders' Equity | 72,953,332 | 32,727,427 |
Series B Redeemable Preferred Stock [Member] | ||
Redeemable Preferred Stock | ||
Total Redeemable Preferred Stock | 3,712,500 | 0 |
Series C Redeemable Preferred Stock [Member] | ||
Redeemable Preferred Stock | ||
Total Redeemable Preferred Stock | 1,063,989 | 0 |
Redeemable Preferred Stock [Member] | ||
Redeemable Preferred Stock | ||
Total Redeemable Preferred Stock | 4,776,489 | 0 |
Series A Preferred Stock [Member] | ||
Equity | ||
Preferred stock value | 55 | 55 |
Series X Preferred Stock [Member] | ||
Equity | ||
Preferred stock value | $ 1 | $ 1 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, Shares Authorized | 14,990,000 | 19,990,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 150,000,000 | |
Common Stock, Shares, Issued | 19,370,758 | 13,676,450 |
Common Stock, Shares, Outstanding | 19,257,273 | 13,562,965 |
[custom:TreasuryStockShare-0] | 113,485 | |
Series B Redeemable Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,250,000 | 1,250,000 |
Preferred Stock, Shares Outstanding | 1,250,000 | 0 |
Series C Redeemable Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 2,500,000 | 2,500,000 |
Preferred Stock, Shares Outstanding | 399,996 | 0 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 1,250,000 | 1,250,000 |
Preferred Stock, Shares Outstanding | 552,000 | |
Series X Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Preferred Stock, Shares Authorized | 10,000 | 10,000 |
Preferred Stock, Shares Outstanding | 10,000 |
Unaudited Condensed Interim Con
Unaudited Condensed Interim Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net Sales | $ 10,654,483 | $ 3,356,090 |
Cost of Goods Sold | 8,732,097 | 2,206,991 |
Gross Profit | 1,922,386 | 1,149,099 |
Operating Expenses | ||
Research and development | 189,210 | 59,314 |
Selling General and Administrative Expenses | 5,264,379 | 3,101,226 |
Loss on impairment of goodwill and intangibles | 0 | 1,138,203 |
Total Operating Expenses | 5,453,589 | 4,298,743 |
Operating Loss | (3,531,203) | (3,149,644) |
Other Income (Expense) | ||
Change in Fair Market Value of Warrant Liability | 2,302 | 43,828 |
Interest expense | (392,939) | (4,056) |
Loss on change in Fair Market Value of Contingent Consideration | (619,999) | (240,000) |
Gain on Settlement of Contingent Consideration (Note 2) | 0 | 1,700,000 |
Total Other Income (Expense) | (1,010,636) | 1,499,772 |
Loss Before Provision for Income Taxes | (4,541,839) | (1,649,872) |
Benefit from Income Taxes | 0 | 0 |
Net Loss | (4,541,839) | (1,649,872) |
Net Loss attributable to common stockholders: | ||
Dividends to preferred shareholders | (362,250) | (362,250) |
Net Loss attributable to common stockholders | $ (4,904,089) | $ (2,012,122) |
Basic and Diluted Loss Per Common Share | $ (0.28) | $ (0.16) |
Weighted Average Shares Outstanding - basic and diluted | 17,328,564 | 12,928,174 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Redeemable Preferred Stock and Changes in Stockholders' Equity - USD ($) | Preferred Stock Series B [Member] | Preferred Stock Series C [Member] | Preferred Stock Series A [Member] | Preferred Stock Series X [Member] | Common Stock [Member] | Treasury Stocks [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Total Redeemable Preferred Stock [Member] |
Beginning balance, value at Dec. 31, 2021 | $ 55 | $ 1 | $ 1,278 | $ 42,877,622 | $ (10,213,196) | $ 32,665,760 | ||||
Shares, Outstanding, Beginning Balance 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 for in public offering (over-allotment), net of costs | $ 40 | 1,091,960 | 1,092,000 | |||||||
Stock Issued During Period, Shares, New Issues | 400,000 | |||||||||
Stock-based compensation | $ 11 | 287,988 | 287,999 | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 112,500 | |||||||||
Dividends paid to preferred shareholder | (362,250) | (362,250) | ||||||||
Cancellation of restricted stock | ||||||||||
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 | ||||
Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 552,000 | 2,000 | 12,888,174 | |||||||
Beginning balance, value at Dec. 31, 2022 | $ 55 | $ 1 | $ 1,368 | $ (149,686) | 45,619,670 | (28,237,513) | 17,233,895 | |||
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 552,000 | 10,000 | 13,676,450 | 113,485 | ||||||
Common stock issued in public offering (ATM), net of costs | $ 176 | 2,242,750 | 2,242,926 | |||||||
[custom:CommonStockIssuedInPublicOfferingAtmNetOfCostsShares] | 1,764,311 | |||||||||
Stock-based compensation | $ 6 | 192,015 | 192,021 | |||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 55,000 | |||||||||
Dividends paid to preferred shareholder | (362,250) | (362,250) | ||||||||
Net Loss | (4,541,839) | (4,541,839) | ||||||||
Common and Preferred stock issued for acquisition | $ 3,712,500 | $ 1,063,989 | $ 387 | 4,029,613 | 4,030,000 | |||||
[custom:CommonAndPreferredStockIssuedForAcquisitionShares] | 1,250,000 | 399,996 | 3,874,997 | 1,649,996 | ||||||
Ending balance, value at Mar. 31, 2023 | $ 3,712,500 | $ 1,063,989 | $ 55 | $ 1 | $ 1,937 | $ (149,686) | $ 52,084,048 | $ (33,141,602) | $ 18,794,753 | |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 1,250,000 | 399,996 | 552,000 | 19,370,758 | 113,485 | 1,649,996 |
Condensed Interim Consolidated
Condensed Interim Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from Operating Activities | ||
Net Loss | $ (4,541,839) | $ (1,649,872) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | ||
Stock based compensation | 192,021 | 287,999 |
Bad debt (recovery) expense | (93,562) | 48,151 |
Change in fair market value of warrant liability | (2,302) | (43,828) |
Loss on change in Fair Market Value of Contingent Consideration | 619,999 | 240,000 |
Gain on settlement of contingent consideration | 0 | (1,700,000) |
Loss on impairment of goodwill and intangible assets | 0 | 1,138,203 |
Amortization of right-of-use asset | 396,098 | 97,618 |
Depreciation and amortization | 660,505 | 467,746 |
Amortization of debt discount | 184,218 | 4,036 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (1,421,047) | 19,140 |
Cost and estimated earnings excess of billings | (247,153) | (8,898) |
Inventory | 909,789 | (1,624,368) |
Vendor deposits | (862,024) | 619,070 |
Prepaid expense and other current assets | (373,552) | (182,273) |
Other non-current assets | 177,819 | 0 |
Accounts payable and accrued expenses | 2,081,981 | 468,667 |
Billings in excess of costs and earnings on uncompleted contracts | 0 | (121,665) |
Deferred revenue | (472,901) | 175,780 |
Due to landlord | (93,171) | 0 |
Operating lease payments | (384,524) | (94,299) |
Net Cash Used in Operating Activities | (3,269,645) | (1,858,793) |
Cash Flows From Investing Activities | ||
Cash paid for patent costs | 0 | (672) |
Purchase of machinery and equipment | (75,959) | (16,111) |
Acquisitions, net of cash acquired (Note 2) | (4,115,709) | (10) |
Payments on note payable | (83,131) | 0 |
Net Cash Used in Investing Activities | (4,274,799) | (16,793) |
Cash Flows From Financing Activities | ||
Payments on financing leases | (8,534) | (1,738) |
Dividends to preferred shareholders | (362,250) | (362,250) |
Payments on note payable | (1,793,688) | 0 |
Proceeds from equity raises, net | 2,242,926 | 1,092,000 |
Proceeds from note payable, net | 6,813,391 | 0 |
Net Cash Provided by Financing Activities | 6,891,845 | 728,012 |
Net Decrease in Cash and equivalents | (652,599) | (1,147,574) |
Cash and cash equivalents at January 1, | 2,734,485 | 8,768,156 |
Cash and cash equivalents at December 31, | 2,081,886 | 7,620,582 |
Cash paid during the year for: | ||
Interest | 57,534 | 1,022 |
Income taxes | 0 | 0 |
Supplemental Non-Cash Items of Investing and Financing Activities: | ||
Recognition of right of use asset and corresponding lease liability | $ 563,315 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Applied UV, Inc. (the "Parent") was formed and incorporated in the State of Delaware for the intended purpose of holding the equity of SteriLumen, Inc. (“SteriLumen”), MunnWorks, LLC (“MunnWorks” and together with SteriLumen, the “Subsidiaries”) and other companies acquired or created by the Parent in the future. The Parent acquired the Subsidiaries pursuant to three share exchanges whereby the equity holders of the Subsidiaries exchanged all of their equity interests in the Subsidiaries for shares of voting stock of the Parent. As a result of the share exchanges, each Subsidiary became a wholly-owned subsidiary of the Parent. The Parent and each Subsidiary are collectively referred to herein as (the "Company"). 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 and pathogen elimination systems through its purchase of substantially all of the assets and certain liabilities of Akida Holdings, LLC, KES Science & Technology, and Scientific Air Management LLC, as described below. MunnWorks, LLC is engaged in the manufacture of fine mirrors and custom furniture specifically for the hospitality and retail industries. On March 25, 2022, the Company acquired the assets and assumed certain liabilities of VisionMark, LLC, ("VisionMark"). VisionMark is engaged in the business of manufacturing furniture using wood and metal components for the hospitality and retail industries. On January 26, 2023 we closed on the merger agreement with PURO Lighting LLC and LED Supply Co. LLC along with its operating subsidiaries (“PURO merger”). PURO and LED Supply Co. own a powerful suite of products used in education, government, and healthcare that incorporates UV Lighting and a HVAC monitoring software platform; LED Supply Co. provides design, distribution, and implementation services for lighting, controls and smart building technologies. 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, 2022. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements as of and for the year then ended. Concentration of Credit and Business Risk At times throughout the year, the Company maintains cash balances at various institutions, which may exceed the Federal Deposit Insurance Corporation limit. As of March 31, 2023, the Company was approximately $ 1,760,000 in excess of FDIC insured limits. The Company provides credit in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends and other information. For the three months ended March 31, 2023 and 2022, the Company had no major suppliers that accounted for over 10% of supplies and materials used by the Company. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the accounting for business combinations and allocating purchase price and estimating the useful life of intangible assets. Cash, Restricted Cash and Cash Equivalents Cash and equivalents include highly liquid investments that have original maturities less than 90 days at the time of their purchase. These investments are carried at cost, which approximates market value because of their short maturities. As of March 31, 2023 and December 31, 2022, the Company had approximately $ 27,000 , respectively, in cash equivalents. Accounts receivable The Company’s accounts receivable balance consists of amounts due from its customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses in the consolidated statements of operations. Recoveries of financial assets previously written off are recorded when received. For the three months ended March 31, 2023 and 2022, the Company had credit losses (recoveries) of $ (93,562 ) and $ 48,151 , respectively. Based on the Company’s current and historical collection experience, the Company recorded an allowance for doubtful accounts of $ 118,000 and $ 35,000 as of March 31, 2023 and December 31, 2022, respectively. Inventory Inventories consist of raw materials, work-in-process, and finished goods. Raw materials and finished goods are valued at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) valuation method. Work-in-process and finished goods includes the cost of materials, freight and duty, direct labor and overhead. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The company had a reserve for inventory approximating $ 187,000 and $ 88,000 as of March 31, 2023 and December 31, 2022, respectively. Property and Equipment Property and equipment are recorded at cost. Depreciation of furniture and fixtures is provided using the straight-line method, generally over the terms of the lease. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred. Depreciation of machinery and equipment is based on the estimated useful lives of the assets. Schedule of estimated useful lives Machinery and equipment 5 to 7 years Leasehold improvements Lesser of term of lease or useful life Furniture and fixtures 5 to 7 years Business Acquisition Accounting The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. The Company allocates the purchase price of its business acquisitions based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses. Goodwill and Intangible Assets The Company has recorded intangible assets, including goodwill, in connection with business combinations. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. In accordance with U.S. GAAP for goodwill and other indefinite-lived intangibles, the Company tests these assets for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations. 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 March 31, 2023 and December 31, 2022. The Company utilizes the Black-Scholes valuation model to value the derivative warrants as stipulated in the agreement for the warrant holders to receive cash based on that value. Fair Value of Financial Instruments The carrying amounts reported in the 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 Loss Per Share: Schedule of anti dilutive securities excluded from computation of earnings per share As of March 31, 2023 2022 Common stock options 1,301,195 833,314 Series B Preferred Stock 1,250,000 — Series C Preferred Stock 399,996 — Common stock warrants 192,419 192,419 Total 3,143,610 1,025,733 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. Revenue is recognized using the input method of accounting. Deferred revenue represents amounts billed in excess of revenues recognized. Revenues recognized in excess of amounts billed typically does not occur as the Company will not perform any work in excess of the amount the company bills to its customers. If work is performed in excess of amounts billed, the Company will record an unbilled receivable. The company applied the five-step model to the sales of PURO's disinfection solution, LED's lighting products, Akida’s and KES’s Airocide™ and misting system products, and SciAir’s whole-room aerosol chamber and laboratory certified air disinfection machines. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company sells Airocide™ air sterilization units, misting systems, and whole-room aerosol chamber and laboratory certified disinfection machines to both consumer and commercial customers. These products are sold both domestically and internationally. The cycle from contract inception to shipment of products is typically one day to three months. The Company’s contracts for both its consumer and commercial customers each contain a single performance obligation (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 March 31, 2023 2022 Recognized over time $ 5,286,443 $ 529,237 Recognized at a point in time 5,368,040 2,826,853 $ 10,654,483 $ 3,356,090 Deferred revenue was comprised of the following as of: March 31, December 31, 2023 2022 Recognized over time $ 2,661,199 $ 3,581,195 Recognized at a point in time 3,894,297 1,149,104 $ 6,555,496 $ 4,730,299 The Company recognized $ 2,702,034 of deferred revenue as of December 31, 2022 as revenue during the three months ended March 31, 2023. 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 March 31, 2023 and 2022 was $ 151,618 and $ 197,995 , respectively. Vendor deposits Vendor payments to third manufactures are capitalized until completion of the project and are recorded as vendor deposits. As of March 31, 2023 and December 31, 2022, the vendor deposit balance was $ 1,313,244 and $ 75,548 , respectively. Patent Costs The Company capitalizes costs consisting principally of outside legal costs and filing fees related to obtaining and maintaining patents. The Company amortizes patent costs over the useful life of the patent which is typically 20 years, beginning with the date the patent is filed with the U.S. Patent and Trademark Office, or foreign equivalent. As of March 31, 2023 and December 31, 2022, capitalized patent costs net of accumulated amortization was $ 1,568,725 and $ 1,593,741 , respectively. For the three months ended March 31, 2023 and 2022, the Company recorded $ 41,495 and $ 25,016 , respectively, of amortization expense for these patents. Recently adopted accounting standards : From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2023. These standards replace the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measure at amortized cost to be presented at the net amount expected to be collected. The Company determined that this change does not have a material impact to the financial statements or financial statement disclosures. Recently issued accounting pronouncements : In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815 40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. The amendments in this update will be effective for the Company on January 1, 2024 and may be early adopted at the beginning of fiscal year 2023. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 3 Months Ended |
Mar. 31, 2023 | |
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 months ended March 31, 2023 and 2022. The total purchase consideration was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition, as determined by management. The excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed has been recorded as goodwill. The value of the goodwill from the acquisitions described below can be attributed to a number of business factors including, but not limited to, cost synergies expected to be realized and a trained technical workforce. In conjunction with acquisitions noted below, we used various valuation techniques to determine fair value of the assets acquired, with the primary techniques being discounted cash flow analysis, relief-from-royalty, a form of the multi-period excess earnings and the with-and-without valuation approaches, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. Inputs to these valuation approaches require significant judgment including: (i) forecasted sales, growth rates and customer attrition rates, (ii) forecasted operating margins, (iii) royalty rates and discount rates used to present value future cash flows, (iv) the amount of synergies expected from the acquisition, (v) the economic useful life of assets and (vi) the evaluation of historical tax positions. In certain acquisitions, historical data is limited, therefore, we base our estimates and assumptions on budgets, business plans, economic projections, anticipated future cash flows and marketplace data. In relation with the purchase by SteriLumen, Inc., of Old SAM Partners, LLC, on March 31, 2022, there was a settlement of a dispute that arose during the first quarter of 2022 between both parties regarding certain representations and warranties in the purchase agreement which resulted in a settlement and mutual release agreement where the seller agreed to relinquish any right, title, and interest in the previously issued 400,000 shares. During the three months ended March 31, 2022, the company recorded a loss on change in fair market value of contingent consideration of $ 240,000 and, as a result of the settlement agreement, the company recorded a gain on settlement of contingent consideration of $ 1,700,000 . The Company also determined that a triggering event had occurred as a result of the settlement agreement. A quantitative impairment test on the goodwill and intangible assets determined that the fair value was below the carrying value and as a result the Company recorded a full goodwill impairment charge of $ 1,138,203 in the first quarter of 2022. 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. Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing $ 10 Due to landlord 755,906 Total Purchase Price, net of cash acquired 755,916 Assets Acquired: Accounts receivable, net 636,550 Inventory 176,583 Costs and estimated earnings in excess of billings 181,152 Machinery and equipment 1,100,000 Total Assets Acquired: 2,094,285 Liabilities Assumed: Billings in excess of costs and earnings on uncompleted contracts (1,388,838 ) Net Assets Acquired 705,447 Excess Purchase Price "Goodwill" $ 50,469 The excess purchase price has been recorded as goodwill in the amount of approximately $ 50,469 . The goodwill is amortizable for tax purposes. In connection with the VisionMark LLC acquisition, the Company is obligated to repay $ 31,057 of past due lease payments per month for the next 36 months commencing on April 1, 2022. The Company recognized a discount and related liability equal to the present value of the past due lease liability, and amortizes the difference between such present value and the liability through interest expense using a rate of 38.7 % as per the effective interest rate method over the repayment period. Amortization of discount included in interest expenses was $ 40,797 and $ 0 for the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, the future maturity of the lease liability is as follows: Schedule of future maturity of the lease liability Years Ended December 31, 2023 (9 months) $ 279,512 2024 372,684 2025 93,174 Total 745,370 Less: Unamortized discount (175,281 ) Total amount due to landlord 570,089 Less: current portion of amount due to landlord, net of discount (244,532 ) Total long-term portion of amount due to landlord $ 325,557 On January 26, 2023, the Company entered into an asset purchase agreement by the Company (the "Buyer") and PURO Lighting, LLC, (the "Seller") a limited liability company under the laws of the State of Colorado, pursuant to which the Purchaser acquired substantially all of the assets of the Seller in exchange for cash, common stock and preferred stock of the buyer. The Company paid or issued, as applicable (i) 2,497,220 shares of the Company’s common stock, (ii) 251,108 shares of the Company’s 5% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), (iii) cash of $3,828,702 and, (iv) 1,250,000 shares of the Company’s 2% Series B Cumulative Perpetual Preferred Stock (the “Series B Preferred Stock”). In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the PURO Merger Agreement. The purchase price and purchase price allocation as of the acquisition completion date follows. Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing, net of cash acquired $ 3,828,972 Common stock 2,597,111 Series B Preferred Stock 3,712,500 Series C Preferred Stock 667,947 Contingent consideration-Make Whole*** 2,397,329 Contingent consideration-Earnout 4,046,232 Total Purchase Price, net of cash acquired 17,250,091 Assets Acquired: Accounts receivable, net 274,574 Inventory 2,085,912 Other current assets 415,188 Fixed assets, net 5,075 Tradenames/trademarks 1,228,000 Technology/know-how/trade secrets 1,842,000 Patented technology 1,710,000 Customer relationships 4,705,000 Total Assets Acquired: 12,265,749 Liabilities Assumed: Accounts payable (936,448 ) Deferred revenue (18,482 ) Total Liabilities Assumed (954,930 ) Net Assets Acquired 11,310,819 Excess Purchase Price "Goodwill" $ 5,939,272 ***Represents the difference in fair value of common stock on the date of acquisition versus agreed upon $2 per share ("Make Whole"). In the event any PURO Equityholder sells any shares of Common Stock obtained pursuant to the terms of the Agreement through a registered broker/dealer on or after the first anniversary of the Closing Date for a price per share of the Common Stock less than $2.00 (the “Sale Price”), Parent will pay to such PURO Equityholder within ten (10) Business Days following the consummation of such sale to an account designated in writing by such PURO Equityholder an amount equal to (a) (i) $2.00 less (ii) the Sale Price, multiplied by (b) the number of shares of Common Stock sold in such sale (the “Make Whole Amount”). The Make Whole Amount payment shall be 50% in cash and 50% in shares of Common Stock (with the number of shares of Common Stock to be issued determined based on a price per share equal to 90% of the Sale Price). As a result of the make-whole provision, the liability was increased to $2,796,889 as of March 31, 2023 with the change in fair market value of $399,555 being recorded to other expense within the consolidated statements of operations. The excess purchase price has been recorded as goodwill in the amount of approximately $ 5,603,818 . The goodwill is amortizable for tax purposes. On January 26, 2023, the Company also entered into an asset purchase agreement by the Company (the "Buyer") and LED Supply Co, LLC, (the “Seller”), a limited liability company under the laws of the State of Colorado, pursuant to which the Purchaser acquired substantially all of the assets of the Seller in exchange for cash, common stock and preferred stocks of the buyer. The Company paid or issued, as applicable (i) 1,377,777 shares of the Company’s common stock; (ii) 148,888 shares of Series C Preferred Stock; and (iii) cash of $286,742. In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the LED Merger Agreement. The purchase price and purchase price allocation as of the acquisition completion date follows. Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing, net of cash acquired $ 286,742 Common stock 1,432,889 Series C Preferred Stock 396,042 Contingent considerations - Make Whole*** 1,322,665 Contingent considerations - Earnout 10,609,442 Total Purchase Price, net of cash acquired 14,047,780 Assets Acquired: Accounts receivable, net 1,461,461 Inventory 1,925,285 Other current assets 232,095 Vendor deposits 375,672 Costs and estimated earnings in excess of billings 533,638 Fixed assets, net 106,330 Tradenames/trademarks 1,806,000 Technology/know-how/trade secrets 1,169,193 Vendor relationships 1,416,000 Rebate program 1,894,703 Customer relationships 2,088,000 Other non-current assets 24,819 Total Assets Acquired: 13,033,196 Liabilities Assumed: Accounts payable and accrued expenses (2,854,509 ) Deferred revenue (2,279,616 ) Notes payable (1,973,946 ) Financing lease liability (25,231 ) Total Liabilities Assumed (7,133,302 ) Net Assets Acquired 5,899,894 Excess Purchase Price "Goodwill" $ 8,147,886 ***The amount represents the difference in fair value of common stock on the date of acquisition versus the agreed upon $2 per share ("Make Whole"). In the event any LED Equityholder sells any shares of Common Stock obtained pursuant to the terms of the Agreement through a registered broker/dealer on or after the first anniversary of the Closing Date for a price per share of the Common Stock less than $2.00 (the “Sale Price”), Parent will pay to such LED Equityholder within ten (10) Business Days following the consummation of such sale to an account designated in writing by such LED Equityholder an amount equal to (a) (i) $2.00 less (ii) the Sale Price, multiplied by (b) the number of shares of Common Stock sold in such sale (the “Make Whole Amount”). The Make Whole Amount payment shall be 50% in cash and 50% in shares of Common Stock (with the number of shares of Common Stock to be issued determined based on a price per share equal to 90% of the Sale Price). As a result of the make-whole provision, the liability was increased to $1,543,110 as of March 31, 2023 with the change in fair market value of $220,444 being recorded to other expense within the consolidated statements of operations. The excess purchase price has been recorded as goodwill in the amount of approximately $ 7,622,091 . The goodwill is amortizable for tax purposes. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY Inventory consists of the following as of: Schedule of Inventory March 31, December 31, 2023 2022 Raw materials $ 3,348,225 $ 3,485,040 Finished goods 5,448,108 2,110,838 Inventory at cost 8,796,333 5,595,878 Less: Reserve (186,839 ) (87,792 ) Inventory $ 8,609,494 $ 5,508,086 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, December 31, 2023 2022 Machinery and Equipment $ 1,319,974 $ 1,266,189 Leasehold improvements 130,058 67,549 Furniture and Fixtures 274,326 203,256 1,724,358 1,536,994 Less: Accumulated Depreciation (480,558 ) (403,526 ) $ 1,243,800 $ 1,133,468 Depreciation expense, including amortization of assets under Financing leases, for the three months ended March 31, 2023 and 2022 was $ 77,303 and $ 25,762 , respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Intangible assets as of March 31, 2023 and December 31, 2022 consist of the following: Schedule of Intangible Assets March 31, December 31, 2023 2022 Intangible assets subject to amortization Customer Relationships $ 8,448,598 $ 1,655,598 Tradenames/trademarks 5,242,530 2,208,530 Patented technology 3,440,771 1,730,771 Technology/know-how/trade secrets 11,352,193 8,341,000 Vendor relationships 1,416,000 — Rebate program 1,894,703 — 31,794,795 13,935,899 Less: Accumulated Amortization (3,164,942 ) (2,581,469 ) $ 28,629,853 $ 11,354,430 During the three months ended March 31, 2023 and 2022, the Company recorded total amortization expense related to intangible asset s 583,473 and $ 441,984 , respectively. The useful lives of tradenames ranges from 5 to 10 years, technology is 10 years, customer relationships ranges from 7 to 14 years, and patents range from 17 to 20 years. Future amortization of intangible assets are as follows: Future amortization of intangible assets For the year ending December 31, 2023 (9 months) $ 2,102,916 2024 3,044,016 2025 3,044,016 2026 3,029,260 Thereafter 17,409,645 Total $ 28,629,853 |
FINANCING LEASE OBLIGATION
FINANCING LEASE OBLIGATION | 3 Months Ended |
Mar. 31, 2023 | |
Financing Lease Obligation | |
FINANCING LEASE OBLIGATION | NOTE 6 – FINANCING LEASE OBLIGATION The Company's future minimum principal and interest payments under a financing lease for machinery and equipment are as follows: Schedule of future minimum principal and interest payments under capital lease arrangements 2023 (9 months) $ 47,949 2024 54,901 2025 54,901 2026 49,260 2027 36,109 Total lease payments 243,120 Less: Amount representing interest (34,641 ) Present value of future minimum lease payments 208,479 Less: current portion (47,608 ) Financing lease obligations, net of current $ 160,871 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE As of March 31, 2023 the Company had the following notes payable outstanding: Schedule of notes payable March 31, December 31, 2023 2022 Loan Agreement $ 157,500 $ 157,500 Streeterville Note #1 2,807,500 2,807,500 Streeterville Note #2 2,807,500 — Netsuite Cloud Services Financing Agreement 180,258 — Directors and Officers Liability Insurance Agreement 83,131 166,262 Pinnacle Note 4,351,040 — Total 10,386,929 3,131,262 Less: Unamortized debt discount (469,161 ) (267,433 ) Total notes payable 9,917,768 2,863,829 Notes payable, current (4,469,196 ) (2,098,685 ) Notes payable, non current $ 5,448,572 $ 765,144 Minimum obligations under these loan agreements are as follows: Schedule of minimum obligations under loan agreement 2023 (nine months) $ 3,434,500 2024 6,952,429 Total $ 10,386,929 Loan Agreement The Company entered into a loan agreement in April of 2019 where the company was required to pay $ 157,500 in five payments in the amount of $ 30,000 per year, with an additional $ 7,500 , representing interest, in year two to a loan holder. As of December 31, 2022, the company has an outstanding balance of $ 157,500 , and no payments have been made as of March 31, 2023. Streeterville Note #1 On October 7, 2022, the Company entered into a Security Purchase Agreement with Streeterville Capital, LLC whereby the Company issued an 8 % unsecured redeemable note in the principal amount of $ 2,807,500 . The Company received net proceeds of $ 2,462,500 , after the deduction of debt issuance costs of $ 345,000 . These fees were recorded as debt discounts, net of the carrying value of the debt, and are being amortized over the life of the loan using the effective interest rate method. The note has a maturity date of April 7, 2024 . At any time following the occurrence of any event of default, interest shall accrue on the outstanding balance beginning on the date the applicable event of default occurred at an interest rate equal to the lesser of 18 % per annum or the maximum rate permitted under applicable law. The lender has the right at any time 6 months after the effective date, at its election, to redeem all or part of the maximum redemption amount as set forth in the promissory note. Payments of each redemption amount may be made (a) in cash, or (b) in common stock per the following formula: the portion of the applicable Redemption amount being paid in common stock divided by the common stock redemption price, or (c) by any combination of the foregoing. Whereas common stock redemption price means 87.5 % multiplied by the Nasdaq minimum price. Whereas Nasdaq minimum price means the lower of: (i) the closing price on the trading day immediately preceding the date the common stock redemption price is measured; or (ii) the average closing price of the common stock for the five trading days immediately preceding the date the common stock redemption price is measured. The principal amount of the Note may be prepaid in full, or any portion of the outstanding balance earlier than it is due; provided that in the event borrower elects to prepay all or any portion of the outstanding balance it shall pay to lender 120% of the portion of the outstanding balance borrower elects to prepay. The prepayment premium will not apply if borrower repays the Note in full on the anniversary date, which is one year from the purchase price date. If prior to the anniversary date all redemption amounts are paid as common stock redemptions, then each time after the anniversary date that borrower makes a common stock redemption, $ 8,333 of the monitoring fee will be deducted from the outstanding balance, not to exceed $ 50,000 . No interest will accrue on the monitoring fee. Debt discount related to the note amounts to $ 345,000 and is being amortized using the effective interest method over the term of the note. The effective interest rate of the note is 22.23 %. The Company recorded $ 86,612 due to debt discount amortization to interest expense in the accompanying Statement of Operations and as a result, at March 31, 2023, the remaining unamortized balance was $ 180,821 . Interest expense recorded in the accompanying Statements of Operations by the Company was $ 56,150 for the three months ended March 31, 2023. Streeterville Note #2 On January 25, 2023, the Company entered into a Security Purchase Agreement with Streeterville Capital, LLC whereby the Company issued an 8 % unsecured redeemable note in the principal amount of $ 2,807,500 . The Company received net proceeds of $ 2,463,000 , after the deduction of debt issuance costs of $ 344,500 . These fees were recorded as debt discounts, net of the carrying value of the debt, and are being amortized over the life of the loan using the effective interest rate method. The note has a maturity date of July 25, 2024 . At any time following the occurrence of any event of default, interest shall accrue on the outstanding balance beginning on the date the applicable event of default occurred at an interest rate equal to the lesser of 18 % per annum or the maximum rate permitted under applicable law. The features and conditions relating to this note is similar with the Streeterville note issued on October 7, 2022. Debt discount recognized during 2023 related to the note amounts to $ 344,500 and is being amortized using the effective interest method over the term of the note. The effective interest rate of the note is 22.23 %. The Company recorded $ 56,660 due to debt discount amortization to interest expense in the accompanying Statement of Operations and as a result, at March 31, 2023, the remaining unamortized balance was $ 287,840 . Interest expense recorded in the accompanying Statements of Operations by the Company was $ 40,553 for the three months ended March 31, 2023. Netsuite Cloud Services Financing Agreement On November 1, 2022, PURO entered into a financing arrangement for $ 225,323 to finance its Netsuite cloud services. The Company is required to pay $ 7,511 per month through April 1, 2025. The liability was assumed in connection with the business combination on January 26, 2023. As of March 31, 2023, the outstanding balance of the financing agreement was $ 180,258 . Directors and Officers Liability Insurance Agreement On August 28, 2022, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $ 318,833 . Under the terms of the agreement, the Company made a down payment of $ 41,730 , with the remaining balance financed over the remaining term at an annual percentage rate of 5.05 %. Beginning in September 2022, the Company is making 10 monthly payments of $ 27,710 , with the last payment expected to be made in June 2023. At March 31, 2023, the outstanding balance on the note payable was $ 83,131 . The interest expense for the three months ended March 31, 2023 was immaterial to the consolidated financial statements. Pinnacle Note In December 2022, the Company entered into a Loan and Security Agreement, or (the “Loan Agreement”), with Pinnacle Bank, which provides for a $ 5,000,000 secured revolving credit facility (the “Loan Facility”). The loan is subject to a maximum advance rate of up to 85% of net face amount of eligible accounts, plus the lessor a) of the sum of 20% of the aggregate eligible inventory value of raw materials and 35% of the aggregate eligible inventory value of finished goods, b) $1 million, c) 80% of the net orderly liquidation value of raw materials and finished goods, or d) 100% of the aggregate outstanding principal amount of advances. In no event shall the aggregate amount of the outstanding advances under the Loan Facility be greater than $5 million. The loan matures on December 9, 2024. The principal amount of outstanding revolving loan, together with accrued and unpaid interest, is due on the maturity date. The loan accrues interest at a 1.50% margin above the greater of the prime rate or 4.00%. The interest margin is increased to 2.00% in respect to the advances against eligible inventory. If the Company fails to perform any covenant, term or provision of the Loan Agreement, then interest shall accrue at the rate of 6.0% above the interest rate. If after the occurrence of an event of default and the loan is not paid in full by the maturity date, the loan shall bear interest at the rate of 18.0% above the interest rate. Obligations under the Loan Agreement are secured by all the Company's assets. On the effective date the Company paid a loan fee of 2 % of the amount of the Loan Facility and will be required to pay a loan fee of 1.5 % of the amount of the Loan Facility annually thereafter. The Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and the Subsidiaries, including, without limitation, restrictions on liens, indebtedness, fundamental changes, capital expenditures, consignments of inventory and distributions. The Loan Agreement contains customary events of default, including, without limitation, payment defaults, covenant defaults, breaches of certain representations and warranties, certain events of bankruptcy and insolvency, certain events under ERISA and judgments. If an event of default occurs and is not cured within any applicable grace period or is not waived, the Lender is entitled to take various actions, including, without limitation, the acceleration of amounts due thereunder and termination of commitments under the Loan Facility. There was a $ 4,351,040 outstanding balance under the Loan Facility as of March 31, 2023 which has all been classified as long term. Chase Credit Facility In connection with the acquisition of LED Supply Co, LLC, the Company assumed $ 1,728,474 in principal and $ 71,724 in accrued interest relating to a credit facility issued by JP Morgan Chase Bank. On March 15, 2023, the Company paid the principle in full and accrued interest of $ 71,724 , for an aggregate payment of $ 1,800,199 , by drawing down on the Company’s credit facility with Pinnacle Bank. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 8 – FAIR VALUE MEASUREMENTS Accounting guidance on fair value measurements requires that financial assets and liabilities be classified and disclosed in one of the following categories of the fair value hierarchy: Level 1 Level 2 Leve We did not have any transfers between levels during the periods presented. The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of March 31, 2023 and December 31, 2022: Fair value, assets measured on recurring basis Carrying Amount Fair Value Quoted Priced in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) As of March 31, 2023 Assets Money market funds $ 26,906 $ 26,906 $ 26,906 $ — $ — Total assets $ 26,906 $ 26,906 $ 26,906 $ — $ — Liabilities Contingent consideration $ 18,995,673 $ 18,995,673 $ 4,339,999 $ — $ 14,655,674 Warrant liability 7,685 7,685 — — 7,685 Total liabilities $ 19,003,358 $ 19,003,358 $ 4,339,999 $ — $ 14,663,359 As of December 31, 2022 Assets Money market funds $ 26,828 $ 26,828 $ 26,828 $ — $ — Total assets $ 26,828 $ 26,828 $ 26,828 $ — $ — Liabilities Warrant liability 9,987 9,987 — — 9,987 Total liabilities $ 9,987 $ 9,987 $ — $ — $ 9,987 The carrying amounts of accounts receivable, accounts payable and short-term debt approximated fair values as of March 31, 2023 and December 31, 2022 because of the relatively short maturity of these instruments. There were no other level 3 or level 1 assets or liabilities as of March 31, 2023. Money market funds – Cash equivalents of $ 26,906 and $ 26,828 as of March 31, 2023 and December 31, 2022, respectively, consisted of money market funds. Money market funds are classified as Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Contingent consideration – The fair value of the contingent consideration related to the Make Whole is derived through the quoted market price of our stock, which represents a Level 1 measurement within the fair value hierarchy. As a result of the merger transaction, the company assumed an Earn-out liability, which is remeasured each reporting period. Given the unobservable nature of the inputs, the fair value measurement of the deferred earn-out is deemed to use Level 3 inputs. The Earn-out liability was accounted for as a liability as of the date of the merger transaction and will be remeasured to fair value until the Earnout Triggering Events are met. Warrant liability – The fair value of the warrant liability is derived through the Black Scholes method and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. Other Fair Value Measurements In addition to assets and liabilities that are recorded at fair value on a recurring basis, GAAP requires that, under certain circumstances, we also record assets and liabilities at fair value on a nonrecurring basis. In connection with the acquisitions of VisionMark in 2022, and PURO Lighting and LED Supply Co. in 2023, as discussed in Note 2, we used various valuation techniques to determine fair value, with the primary techniques being discounted cash flow analysis and the relief-from-royalty, a form of the multi-period excess earnings, which use significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS' EQUITY At the Market Sales Agreement On July 1, 2022, the Company filed a $ 50,000,000 mixed use shelf registration (Form S-3) and entered into an At The Market sales agreement ("ATM") with Maxim Group, LLC for a total of $ 9,000,000 , as a readily available source of funding if needed. During the year ended December 31, 2022 the Company sold 804,811 ATM shares through the sales agent with gross proceeds of $ 964,083 . In connection with the sale of these ATM Shares, the compensation paid by the Company to the Sales Agent was $ 28,922 . As of March 31, 2023, an additional 1,764,311 shares have been sold for gross proceeds of $ 2,314,860 , and the compensation paid by the Company to the Sales Agent was $ 69,446 , leaving a balance of $ 5,721,057 on the ATM facility. The shelf registration statement will expire on July 12, 2025 . In May 2023 the Company sold an additional 53,903 ATM shares, with gross proceeds of $ 27,224 , and sales agent compensation of $ 817 , yielding net proceeds of $ 26,407 . The balance on the ATM facility is currently $ 5,693,833 . Amendment of the Certificate of Designation In relation to designated shares of the Company’s Series X Super Voting Preferred stock, on July 11, 2022, the Board of Directors approved the reissuance of 8,000 of these shares which represent the remainder of the designated but unissued shares of Super Voting Preferred Stock. On March 9, 2022, the Board of Directors approved a resolution that authorized the senior management of the Company to purchase up to and limited to one million shares of common stock between March 10, 2022 and September 30, 2022. As of March 31, 2023, the Company has a total of 113,485 treasury shares. 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 shares of preferred stock, par value $ 0.0001 per share, in one or more classes or series. During the year ended December 31, 2022, the Company had 10,000 preferred shares designated as Series X Preferred Stock and 19,990,000 shares of preferred stock designated as 10.5% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”). As of March 31, 2023 the Company had 1,250,000 preferred shares designated as Series B Preferred Stock, 2,500,000 preferred shares designated as Series C Preferred Stock, 10,000 preferred shares designated as Series X Preferred Stock, 1,250,000 shares designated as 10.5% Series A Cumulative Perpetual Preferred Stock, and 14,990,000 shares undesignated. Preferred Stock, Series A Cumulative Perpetual Holders are entitled to receive cumulative cash dividends at the annual rate of 10.5% on $25.00 liquidation preference per share of the Series A Perpetual Preferred Stock. Dividends accrue and are payable in arrears beginning August 15, 2021, regardless of whether declared or there are sufficient earnings or funds available for payment. Sufficient net proceeds from the offering must be set aside to pay dividends for the first twelve months from issuance. The Company has an optional redemption right beginning July 16, 2022, which redemption price declines annually. The initial redemption price after year 1 is $30 and decreases annually over 5 years to $25 per share. The Company also has a special optional redemption right upon the occurrence of a Delisting Event or Change of Control, as defined, at $25 per share plus accrued and unpaid dividends. The holders have no voting rights, except for voting on certain corporate decisions, or upon default in payment of dividends for any twelve periods, in which case the holders would have voting rights to elect two additional directors to serve on the Board of Directors. Such shares are not convertible unless and until the occurrence of a Delisting Event or Change of Control and when the Company has not exercised its special optional redemption right. The conversion price would be the lesser of the amount converted based on the $25.00 liquidation preference plus accrued dividends divided by the common stock price of the Delisting Event or Change of Control (as defined) or $5.353319 (Share Cap). Effectively, the Share Cap limits the common stock price to no lower than $4.67. Preferred Stock, Series B Cumulative Perpetual On January 25, 2023, the Company filed the Certificate of Designations, Rights, and Preferences for the Series B Preferred Stock with the Secretary of State of the State of Delaware, which became effective upon acceptance for record. On January 26, 2023, the Company filed the Amendment to the Series B Certificate of Designation (together with the Certificate of Designations, Rights, and Preferences for the Series B Preferred Stock, the “Series B Certificate of Designation”), which became effective upon acceptance for record. The Series B Certificate of Designation classified a total of 1,250,000 shares of the Company’s authorized shares of preferred stock, $ 0.0001 par value per share, as Series B Preferred Stock. As set forth in the Series B Certificate of Designation, the Series B Preferred Stock ranks, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to all classes or series of Common Stock and to all other equity securities issued by the Company expressly designated as ranking junior to the Series B Preferred Stock; (ii) on parity with the Company’s 10.5% Series A Cumulative Perpetual Preferred Stock; (iii) at least on parity with any future class or series of the Company’s equity securities designated on or after January 25, 2023, including the Company’s 5% Series C Cumulative Perpetual Preferred Stock; and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) and to the indebtedness and other liabilities of the Company’s existing or future subsidiaries. Holders of Series B Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of 2 % of the $ 6 per share liquidation preference per year (equivalent to $ 0.12 per share per year). Dividends will be payable quarterly in arrears, on or about the 15th day after the end of a quarterly period, beginning on April 15, 2023. The holders of Series B Preferred Stock, at his, her, or its option, can require the Company to redeem all or a portion of the Series B Preferred Stock at any time and from time to time held by such holder after 30 months from the original issue date at a redemption price of $ 2.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared), up to but not including the date fixed for redemption, without interest, to the extent the Company has funds legally available therefor; provided that if a holder requires the Company to redeem all or a portion of the Series B Preferred Stock at any time and from time to time held by such holder on or after the five (5) year anniversary of the original issue date, the redemption price will be $ 6.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared), up to but not including the date fixed for redemption, without interest, to the extent the Company has funds legally available therefor. The Series B Certificate of Designation provides for a special optional redemption by the Company upon a change of control, in whole or in part, for $ 6.00 per share, plus accrued but unpaid dividends to, but not including the redemption date. The holders of Series B Preferred Stock neither have voting nor preemptive rights. Each share of Series B Preferred Stock is convertible, at any time and from time to time from and after the original issue date, at the option of the holder, into one share of Common Stock. The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund for the payment of the redemption price or mandatory redemption. The Series B Preferred Stock has been classified as temporary equity, outside of permanent equity, as they are redeemable at the option of the holder. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, junior to the Series B Preferred Stock, the holders of shares of Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, a liquidation preference of $ 6.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution, or winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series B Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, as to rights upon the Corporation's liquidation, dissolution, or winding up, on parity with the Series B Preferred Stock in the distribution of assets, then the holders of the Series B Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution, or winding up, on parity with the Series B Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given not fewer than thirty (30) days or more than sixty (60) days prior to the payment date stated therein, to each record holder of shares of Series B Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation, merger, or conversion of the Corporation with or into any other corporation, trust, or entity, or the voluntary sale, lease, transfer, or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution, or winding up of the Corporation. Preferred Stock, Series C Cumulative Perpetual On January 25, 2023, the Company filed the Certificate of Designations, Rights, and Preferences for the Series C Preferred Stock with the Secretary of State of the State of Delaware, which became effective upon acceptance for record. On January 26, 2023, the Company filed the Amendment to the Series C Certificate of Designation (together with the Certificate of Designations, Rights, and Preferences for the Series C Preferred Stock, the “Series C Certificate of Designation”), which became effective upon acceptance for record. The Series C Certificate of Designation classified a total of 2,500,000 shares of the Company’s authorized shares of preferred stock, $ 0.0001 par value per share, as Seftificate of Designation classified a totalries C Preferred Stock. As set forth in the Series C Certificate of Designation, the Series C Preferred Stock will rank, as to dividend rights and rights upon the Company’s liquidation, dissolution or winding up: (i) senior to all classes or series of Common Stock and to all other equity securities issued by the Company expressly designated as ranking junior to the Series C Preferred Stock; (ii) on parity with any future class or series of the Company’s equity securities expressly designated as ranking on parity with the Series C Preferred Stock; (iii) junior to all equity securities issued by the Company with terms specifically providing that those equity securities rank senior to the Series C Preferred Stock with respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up; and (iv) effectively junior to all the Company’s existing and future indebtedness (including indebtedness convertible into Common Stock or preferred stock) and to the indebtedness and other liabilities of the Company’s existing or future subsidiaries. Holders of Series C Preferred Stock, when and as authorized by the Company’s Board of Directors, are entitled to cumulative cash dividends at the rate of 5 % of the $ 5.00 per share liquidation preference per year (equivalent to $ 0.25 per share per year). Dividends will be payable quarterly in arrears, on or about the 15th day after the end of a quarterly period, beginning on April 15, 2023. The Company, to the extent it has legally available funds, must redeem all shares of Series C Preferred Stock on the date that is three years from January 26, 2023. The Series C Certificate of Designation provides for a special optional redemption by the Company upon a change of control, in whole or in part, for $ 5.00 per share, plus accrued but unpaid dividends to, but not including the redemption date. The holders of Series C Preferred Stock neither have voting nor preemptive rights. Each share of Series C Preferred Stock will be convertible, at any time and from time to time from and after January 26, 2023, at the option of the holder, into one share of Common Stock. The Series C Preferred Stock has no stated maturity and will not be subject to any sinking fund for the payment of the redemption price or mandatory redemption. The Series C Preferred Stock shall be classified as temporary equity, outside of permanent equity, as they are redeemable at a fixed or determinable price on a fixed or determinable date. Upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, before any distribution or payment shall be made to holders of shares of Common Stock or any other class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, junior to the Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall be entitled to be paid out of the assets of the Corporation legally available for distribution to its stockholders, after payment of or provision for the debts and other liabilities of the Corporation and any class or series of capital stock of the Corporation ranking, as to rights upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, senior to the Series C Preferred Stock, a liquidation preference of $ 5.00 per share, plus an amount equal to any accrued and unpaid dividends (whether or not authorized or declared) up to the date of payment. In the event that, upon such voluntary or involuntary liquidation, dissolution, or winding up, the available assets of the Corporation are insufficient to pay the full amount of the liquidating distributions on all outstanding shares of Series C Preferred Stock and the corresponding amounts payable on all shares of other classes or series of capital stock of the Corporation ranking, as to rights upon the Corporation's liquidation, dissolution, or winding up, on parity with the Series C Preferred Stock in the distribution of assets, then the holders of the Series C Preferred Stock and each such other class or series of capital stock ranking, as to rights upon any voluntary or involuntary liquidation, dissolution, or winding up, on parity with the Series C Preferred Stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Written notice of any such voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable in such circumstances shall be payable, shall be given not fewer than thirty (30) days or more than sixty (60) days prior to the payment date stated therein, to each record holder of shares of Series C Preferred Stock at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series C Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation, merger, or conversion of the Corporation with or into any other corporation, trust, or entity, or the voluntary sale, lease, transfer, or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution, or winding up of the Corporation. A summary of the Company’s option activity and related information follows: Schedule of the Company’s option activity Number of Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in years Aggregate intrinsic value Balances, January 1, 2022 644,314 $ 7.11 $ 5.03 8.47 $ — Options granted 639,000 1.66 1.06 10.00 — Options forfeited (283,286 ) 7.02 — — Options exercised — — — — Balances, December 31, 2022 1,000,028 $ 3.61 $ — 9.03 $ — Options granted 480,000 2.00 0.87 10.0 — Options forfeited (178,833 ) 1.85 — — Options exercised — — — — Balances, March 31, 2023 1,301,195 $ 3.27 $ — 9.39 $ — Vested and Exercisable 346,867 $ 5.55 $ — Share-based compensation expense for options totaling $ 160,598 and $ 222,062 was recognized for the three months ended March 31, 2023 and 2022, respectively, based on requisite service periods. The valuation methodology used to determine the fair value of the options issued during the year was the Black-Scholes option-pricing model. The Black-Scholes model requires the use of a number of assumptions including volatility of the stock price, the average risk-free interest rate, and the weighted average expected life of the options. 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 March 31, 2023, there was $ 1,301,651 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 2.65 years. The weighted average fair value of options granted, and the assumptions used in the Black-Scholes model during the three months ended March 31, 2023 and 2022 are set forth in the table below. Schedule of share-based payment award, stock options, valuation assumptions 2023 2022 Risk-free interest rate 3.53 % to 3.60 % 1.26 % to 2.39 % Volatility 90.27 % to 91.01 % 78.95 % to 79.91 % Expected life (years) 5.83 - 6.06 5.75 - 6.08 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 Options Weighted-Average Exercise Price Balances, January 1, 2022 192,419 $ 5.84 Granted — — Exercised — — Balances, December 31, 2022 192,419 $ 5.84 Granted — — Exercised — — Balances, March 31, 2023 192,419 $ 5.84 At March 31, 2023 Vested and Exercisable 192,419 $ 5.84 In relation to the common stock offering that was closed last December 28, 2021, on January 5, 2022, the underwriters fully exercised their over-allotment option to purchase an additional 400,000 shares of common stock at the public offering price of $ 3.00 per share. The Company received gross proceeds of $ 1,200,000 for the over-allotment, which resulted in net proceeds to us of $ 1,092,000 , after deducting underwriting discounts and commissions of $ 108,000 . Restricted Stock Awards The Company records compensation expense for restricted stock awards based on the quoted market price of our stock at the grant date and the expense is amortized over the vesting period. These restricted stock awards are subject to time-based vesting conditions based on the continued service of the restricted stock award holder. The following table presents the restricted stock units activity from January 1, 2022 through March 31, 2023: Schedule of unvested restricted stock units activity Number of Shares Weighted-Average Fair Market Value Unvested shares at January 1, 2022 292,500 $ 4.71 Granted and unvested 207,500 2.10 Vested (100,966 ) 3.88 Forfeited/Cancelled (311,535 ) 4.45 Unvested shares, December 31, 2022 87,499 $ 2.38 Granted and unvested 55,000 1.01 Vested (34,167 ) 2.83 Forfeited/Cancelled (15,000 ) 1.16 Unvested shares, March 31, 2023 93,332 $ 1.36 Vested as of March 31, 2023 340,837 $ 4.57 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 $ 29,017 and $ 65,938 of compensation expense within its statements of operations for the three months ended March 31, 2023 and 2022, respectively. An additional 28,049 shares of restricted stock were issued on April 19, 2023, as compensation for consulting expenses. |
LEASING ARRANGEMENTS
LEASING ARRANGEMENTS | 3 Months Ended |
Mar. 31, 2023 | |
Leasing Arrangements | |
LEASING ARRANGEMENTS | NOTE 10 - LEASING ARRANGEMENTS The Company determines whether an arrangement qualifies as a lease under ASC 842 at inception. The Company has operating leases for office space and office equipment. The Company’s leases have remaining lease terms of one year to seven years, some of which include options to extend the lease term for up to five years. The Company considered these options to extend in determining the lease term used to establish the Company’s right-of use assets and lease liabilities once reasonably certain of exercise. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. The operating lease ROU asset also includes any lease payments made in advance of lease commencement and excludes lease incentives. The lease terms used in the calculations of the operating ROU assets and operating lease liabilities include options to extend or terminate the lease when the Company is reasonably certain that it will exercise those options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate of 7.6 % based on the information available at commencement date in determining the present value of lease payments. MunnWorks, LLC entered into a lease agreement in Mount Vernon, New York for a term that commenced on April 1, 2019 and will expire on the 31st day of March 2024 at a monthly rate of $13,400. In March of 2021, the Company obtained additional lease space and the agreement was amended to increase rent expense to $15,000 per month. On July 1, 2021, the Company again obtained additional lease space and rent expense was increased to $27,500 per month through July 1, 2024 and $29,150 per month from July 1, 2024 through July 1, 2026. On September 28, 2021, the Company entered into a lease agreement in Kennesaw, Georgia for office and production space for a term that commenced on September 29, 2021 and will expire on October 1, 2024, with a rate ranging from $14,729 to $15,626 per month. On April 1, 2022, the Company entered into a lease agreement in Brooklyn, New York for office and production space that commenced on April 1, 2022 and will expire on June 1, 2023, with a rate ranging from $94,529 to $97,365 per month. On December 31, 2022, the Company exercised its option to renew the first renewal term, commencing on July 1, 2023 and ending on June 30, 2025. As a result of the extension of the lease, the Company recorded an additional $2,146,785 of ROU asset and liability on the balance sheet on December 31, 2022. On January 26, 2023, the Company entered into a lease agreement in Lakewood, Colorado for office and production space that commenced on January 27, 2023 and will expire on January 27, 2026 , with a rate ranging from $ 17,000 to $ 18,387 per month. Rent expense for the three months ended March 31, 2023 and 2022 was $ 420,107 and $ 101,799 , respectively. Schedule maturities of operating lease liabilities outstanding as of March 31, 2023 are as follows: Schedule of maturities of operating lease liabilities 2023 (9 months) $ 1,432,211 2024 1,914,174 2025 1,190,213 Thereafter... 174,900 Total lease payments 4,711,498 Less: Imputed Interest (440,296 ) Present value of future minimum lease payments $ 4,271,202 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. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 11 - 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 specifically for the hospitality industry (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 Disinfection/Healthy Building Technologies Corporate Total Balance sheet at March 31, 2023 Assets $ 10,738,154 $ 59,698,939 $ 2,516,239 $ 72,953,332 Liabilities $ 10,306,177 $ 29,743,519 $ 9,332,394 $ 49,382,090 Balance sheet at December 31, 2022 Assets $ 9,638,828 $ 19,831,097 $ 3,257,502 $ 32,727,427 Liabilities $ 10,666,643 $ 1,545,217 $ 3,281,672 $ 15,493,532 Hospitality Disinfection/Healthy Building technologies Corporate Total Income Statement for the three months ended March 31, 2023: Net Sales $ 6,081,373 $ 4,573,110 $ — $ 10,654,483 Cost of Goods Sold $ 5,306,186 $ 3,425,911 $ — $ 8,732,097 Research and development $ — $ 189,210 $ — $ 189,210 Stock based compensation $ 56,854 $ 36,176 $ 96,585 $ 189,615 Income Statement for the three months ended March 31, 2022: Net Sales $ 1,409,250 $ 1,946,840 $ — $ 3,356,090 Cost of Goods Sold $ 1,158,644 $ 1,048,347 $ — $ 2,206,991 Research and development $ — $ 59,314 $ — $ 59,314 Stock based compensation $ 86,011 $ 22,286 $ 179,702 $ 287,999 Loss on impairment of goodwill $ — $ 1,138,203 $ — $ 1,138,203 Selling, General and Administrative expenses $ 659,088 $ 1,785,210 $ 368,929 $ 2,813,227 |
PROFORMA FINANCIAL STATEMENTS (
PROFORMA FINANCIAL STATEMENTS (UNAUDITED) | 3 Months Ended |
Mar. 31, 2023 | |
Proforma Financial Statements | |
PROFORMA FINANCIAL STATEMENTS (UNAUDITED) | NOTE 12 – PROFORMA FINANCIAL STATEMENTS (UNAUDITED) Unaudited Supplemental Pro Forma Data Unaudited pro forma results of operations for the three months ended March 31, 2023 and 2022 as though the company acquired Akida, KES, VisionMark, SciAir, PURO, and LED (the “Acquired Companies”) on January 1, 2022 is set forth below. Business acquisition, pro forma information Three Months Ended March 31, 2023 2022 Net Sales $ 11,173,416 $ 9,415,436 Net Loss $ (4,541,839 ) $ (2,777,628 ) Net Loss attributable to common stockholders: Dividends to preferred shareholders (362,250 ) (362,250 ) Net Loss attributable to common stockholders (4,904,089 ) (3,139,878 ) Basic and Diluted Loss Per Common Share $ (0.29 ) $ (0.19 ) Weighted Average Shares Outstanding - basic and diluted 18,448,008 16,810,671 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS On May 1, 2023 the Company entered into an agreement to amend certain terms in its redeemable promissory notes with Streeterville Capital, LLC which were previously issued on October 7, 2022 and January 24, 2023. The amendment to the notes makes the accrued interest incurred from these notes part of the principal balance of the note. The new principal balances for the 2022 and 2023 notes are $ 3,003,993 and $ 2,903,030 , respectively. In addition, in consideration of lender's grant of the extension of Redemption date, which is initially 6 months from the Purchase Price Date to 11 months from the Purchase Price Date, its fees incurred in preparing the amendment and other accommodations, an extension fee of $ 65,000 and $ 35,000 for the 2022 and 2023 notes, respectively, are to be paid. Amortization of the amended notes begin on September 7, 2023 for the 2022 note and September 24, 2023 for the 2023 note. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Applied UV, Inc. (the "Parent") was formed and incorporated in the State of Delaware for the intended purpose of holding the equity of SteriLumen, Inc. (“SteriLumen”), MunnWorks, LLC (“MunnWorks” and together with SteriLumen, the “Subsidiaries”) and other companies acquired or created by the Parent in the future. The Parent acquired the Subsidiaries pursuant to three share exchanges whereby the equity holders of the Subsidiaries exchanged all of their equity interests in the Subsidiaries for shares of voting stock of the Parent. As a result of the share exchanges, each Subsidiary became a wholly-owned subsidiary of the Parent. The Parent and each Subsidiary are collectively referred to herein as (the "Company"). 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 and pathogen elimination systems through its purchase of substantially all of the assets and certain liabilities of Akida Holdings, LLC, KES Science & Technology, and Scientific Air Management LLC, as described below. MunnWorks, LLC is engaged in the manufacture of fine mirrors and custom furniture specifically for the hospitality and retail industries. On March 25, 2022, the Company acquired the assets and assumed certain liabilities of VisionMark, LLC, ("VisionMark"). VisionMark is engaged in the business of manufacturing furniture using wood and metal components for the hospitality and retail industries. On January 26, 2023 we closed on the merger agreement with PURO Lighting LLC and LED Supply Co. LLC along with its operating subsidiaries (“PURO merger”). PURO and LED Supply Co. own a powerful suite of products used in education, government, and healthcare that incorporates UV Lighting and a HVAC monitoring software platform; LED Supply Co. provides design, distribution, and implementation services for lighting, controls and smart building technologies. |
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, 2022. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements as of and for the year then ended. |
Concentration of Credit and Business Risk | Concentration of Credit and Business Risk At times throughout the year, the Company maintains cash balances at various institutions, which may exceed the Federal Deposit Insurance Corporation limit. As of March 31, 2023, the Company was approximately $ 1,760,000 in excess of FDIC insured limits. The Company provides credit in the normal course of business. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends and other information. For the three months ended March 31, 2023 and 2022, the Company had no major suppliers that accounted for over 10% of supplies and materials used by the Company. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation and accounting for equity awards related to warrants and stock-based compensation, determination of fair value for derivative instruments, the accounting for business combinations and allocating purchase price and estimating the useful life of intangible assets. |
Cash, Restricted Cash and Cash Equivalents | Cash, Restricted Cash and Cash Equivalents Cash and equivalents include highly liquid investments that have original maturities less than 90 days at the time of their purchase. These investments are carried at cost, which approximates market value because of their short maturities. As of March 31, 2023 and December 31, 2022, the Company had approximately $ 27,000 , respectively, in cash equivalents. |
Accounts receivable | Accounts receivable The Company’s accounts receivable balance consists of amounts due from its customers. The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectable accounts under the current expected credit loss (“CECL”) impairment model and presents the net amount of the financial instrument expected to be collected. The CECL impairment model requires an estimate of expected credit losses, measured over the contractual life of an instrument, which considers forecasts of future economic conditions in addition to information about past events and current conditions. Based on this model, the Company considers many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Allowances for credit losses are recorded as a direct reduction from an asset’s amortized cost basis. Credit losses and recoveries are recorded in selling, general and administrative expenses in the consolidated statements of operations. Recoveries of financial assets previously written off are recorded when received. For the three months ended March 31, 2023 and 2022, the Company had credit losses (recoveries) of $ (93,562 ) and $ 48,151 , respectively. Based on the Company’s current and historical collection experience, the Company recorded an allowance for doubtful accounts of $ 118,000 and $ 35,000 as of March 31, 2023 and December 31, 2022, respectively. |
Inventory | Inventory Inventories consist of raw materials, work-in-process, and finished goods. Raw materials and finished goods are valued at the lower of cost or net realizable value, using the first-in, first-out (“FIFO”) valuation method. Work-in-process and finished goods includes the cost of materials, freight and duty, direct labor and overhead. The Company writes down inventory for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. The company had a reserve for inventory approximating $ 187,000 and $ 88,000 as of March 31, 2023 and December 31, 2022, respectively. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation of furniture and fixtures is provided using the straight-line method, generally over the terms of the lease. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred. Depreciation of machinery and equipment is based on the estimated useful lives of the assets. Schedule of estimated useful lives Machinery and equipment 5 to 7 years Leasehold improvements Lesser of term of lease or useful life Furniture and fixtures 5 to 7 years |
Business Acquisition Accounting | Business Acquisition Accounting The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. The Company allocates the purchase price of its business acquisitions based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company has recorded intangible assets, including goodwill, in connection with business combinations. Estimated useful lives of amortizable intangible assets are determined by management based on an assessment of the period over which the asset is expected to contribute to future cash flows. In accordance with U.S. GAAP for goodwill and other indefinite-lived intangibles, the Company tests these assets for impairment annually and whenever events or circumstances make it more likely than not that impairment may have occurred. For the purposes of that assessment, the Company has determined to assign assets acquired in business combinations to a single reporting unit including all goodwill and indefinite-lived intangible assets acquired in business combinations. |
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 March 31, 2023 and December 31, 2022. The Company utilizes the Black-Scholes valuation model to value the derivative warrants as stipulated in the agreement for the warrant holders to receive cash based on that value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the 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 Loss Per Share: Schedule of anti dilutive securities excluded from computation of earnings per share As of March 31, 2023 2022 Common stock options 1,301,195 833,314 Series B Preferred Stock 1,250,000 — Series C Preferred Stock 399,996 — Common stock warrants 192,419 192,419 Total 3,143,610 1,025,733 |
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. Revenue is recognized using the input method of accounting. Deferred revenue represents amounts billed in excess of revenues recognized. Revenues recognized in excess of amounts billed typically does not occur as the Company will not perform any work in excess of the amount the company bills to its customers. If work is performed in excess of amounts billed, the Company will record an unbilled receivable. The company applied the five-step model to the sales of PURO's disinfection solution, LED's lighting products, Akida’s and KES’s Airocide™ and misting system products, and SciAir’s whole-room aerosol chamber and laboratory certified air disinfection machines. At contract inception and once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company sells Airocide™ air sterilization units, misting systems, and whole-room aerosol chamber and laboratory certified disinfection machines to both consumer and commercial customers. These products are sold both domestically and internationally. The cycle from contract inception to shipment of products is typically one day to three months. The Company’s contracts for both its consumer and commercial customers each contain a single performance obligation (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 March 31, 2023 2022 Recognized over time $ 5,286,443 $ 529,237 Recognized at a point in time 5,368,040 2,826,853 $ 10,654,483 $ 3,356,090 Deferred revenue was comprised of the following as of: March 31, December 31, 2023 2022 Recognized over time $ 2,661,199 $ 3,581,195 Recognized at a point in time 3,894,297 1,149,104 $ 6,555,496 $ 4,730,299 The Company recognized $ 2,702,034 of deferred revenue as of December 31, 2022 as revenue during the three months ended March 31, 2023. |
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 March 31, 2023 and 2022 was $ 151,618 and $ 197,995 , respectively. |
Vendor deposits | Vendor deposits Vendor payments to third manufactures are capitalized until completion of the project and are recorded as vendor deposits. As of March 31, 2023 and December 31, 2022, the vendor deposit balance was $ 1,313,244 and $ 75,548 , respectively. |
Patent Costs | Patent Costs The Company capitalizes costs consisting principally of outside legal costs and filing fees related to obtaining and maintaining patents. The Company amortizes patent costs over the useful life of the patent which is typically 20 years, beginning with the date the patent is filed with the U.S. Patent and Trademark Office, or foreign equivalent. As of March 31, 2023 and December 31, 2022, capitalized patent costs net of accumulated amortization was $ 1,568,725 and $ 1,593,741 , respectively. For the three months ended March 31, 2023 and 2022, the Company recorded $ 41,495 and $ 25,016 , respectively, of amortization expense for these patents. |
Recently adopted accounting standards | Recently adopted accounting standards : From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2023. These standards replace the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measure at amortized cost to be presented at the net amount expected to be collected. The Company determined that this change does not have a material impact to the financial statements or financial statement disclosures. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements : In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470 20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815 40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if converted method for all convertible instruments. The amendments in this update will be effective for the Company on January 1, 2024 and may be early adopted at the beginning of fiscal year 2023. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Common stock options 1,301,195 833,314 Series B Preferred Stock 1,250,000 — Series C Preferred Stock 399,996 — Common stock warrants 192,419 192,419 Total 3,143,610 1,025,733 |
Schedule of revenue | Schedule of revenue March 31, 2023 2022 Recognized over time $ 5,286,443 $ 529,237 Recognized at a point in time 5,368,040 2,826,853 $ 10,654,483 $ 3,356,090 Deferred revenue was comprised of the following as of: March 31, December 31, 2023 2022 Recognized over time $ 2,661,199 $ 3,581,195 Recognized at a point in time 3,894,297 1,149,104 $ 6,555,496 $ 4,730,299 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing $ 10 Due to landlord 755,906 Total Purchase Price, net of cash acquired 755,916 Assets Acquired: Accounts receivable, net 636,550 Inventory 176,583 Costs and estimated earnings in excess of billings 181,152 Machinery and equipment 1,100,000 Total Assets Acquired: 2,094,285 Liabilities Assumed: Billings in excess of costs and earnings on uncompleted contracts (1,388,838 ) 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 Years Ended December 31, 2023 (9 months) $ 279,512 2024 372,684 2025 93,174 Total 745,370 Less: Unamortized discount (175,281 ) Total amount due to landlord 570,089 Less: current portion of amount due to landlord, net of discount (244,532 ) Total long-term portion of amount due to landlord $ 325,557 |
P U R O Lighting L L C [Member] | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing, net of cash acquired $ 3,828,972 Common stock 2,597,111 Series B Preferred Stock 3,712,500 Series C Preferred Stock 667,947 Contingent consideration-Make Whole*** 2,397,329 Contingent consideration-Earnout 4,046,232 Total Purchase Price, net of cash acquired 17,250,091 Assets Acquired: Accounts receivable, net 274,574 Inventory 2,085,912 Other current assets 415,188 Fixed assets, net 5,075 Tradenames/trademarks 1,228,000 Technology/know-how/trade secrets 1,842,000 Patented technology 1,710,000 Customer relationships 4,705,000 Total Assets Acquired: 12,265,749 Liabilities Assumed: Accounts payable (936,448 ) Deferred revenue (18,482 ) Total Liabilities Assumed (954,930 ) Net Assets Acquired 11,310,819 Excess Purchase Price "Goodwill" $ 5,939,272 |
L E D Supply Co L L C [Member] | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | Schedule of recognized identified assets acquired and liabilities assumed Purchase Price: Cash paid at closing, net of cash acquired $ 286,742 Common stock 1,432,889 Series C Preferred Stock 396,042 Contingent considerations - Make Whole*** 1,322,665 Contingent considerations - Earnout 10,609,442 Total Purchase Price, net of cash acquired 14,047,780 Assets Acquired: Accounts receivable, net 1,461,461 Inventory 1,925,285 Other current assets 232,095 Vendor deposits 375,672 Costs and estimated earnings in excess of billings 533,638 Fixed assets, net 106,330 Tradenames/trademarks 1,806,000 Technology/know-how/trade secrets 1,169,193 Vendor relationships 1,416,000 Rebate program 1,894,703 Customer relationships 2,088,000 Other non-current assets 24,819 Total Assets Acquired: 13,033,196 Liabilities Assumed: Accounts payable and accrued expenses (2,854,509 ) Deferred revenue (2,279,616 ) Notes payable (1,973,946 ) Financing lease liability (25,231 ) Total Liabilities Assumed (7,133,302 ) Net Assets Acquired 5,899,894 Excess Purchase Price "Goodwill" $ 8,147,886 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Schedule of Inventory March 31, December 31, 2023 2022 Raw materials $ 3,348,225 $ 3,485,040 Finished goods 5,448,108 2,110,838 Inventory at cost 8,796,333 5,595,878 Less: Reserve (186,839 ) (87,792 ) Inventory $ 8,609,494 $ 5,508,086 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, December 31, 2023 2022 Machinery and Equipment $ 1,319,974 $ 1,266,189 Leasehold improvements 130,058 67,549 Furniture and Fixtures 274,326 203,256 1,724,358 1,536,994 Less: Accumulated Depreciation (480,558 ) (403,526 ) $ 1,243,800 $ 1,133,468 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible Assets March 31, December 31, 2023 2022 Intangible assets subject to amortization Customer Relationships $ 8,448,598 $ 1,655,598 Tradenames/trademarks 5,242,530 2,208,530 Patented technology 3,440,771 1,730,771 Technology/know-how/trade secrets 11,352,193 8,341,000 Vendor relationships 1,416,000 — Rebate program 1,894,703 — 31,794,795 13,935,899 Less: Accumulated Amortization (3,164,942 ) (2,581,469 ) $ 28,629,853 $ 11,354,430 |
Future amortization of intangible assets | Future amortization of intangible assets For the year ending December 31, 2023 (9 months) $ 2,102,916 2024 3,044,016 2025 3,044,016 2026 3,029,260 Thereafter 17,409,645 Total $ 28,629,853 |
FINANCING LEASE OBLIGATION (Tab
FINANCING LEASE OBLIGATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Financing Lease Obligation | |
Schedule of future minimum principal and interest payments under capital lease arrangements | Schedule of future minimum principal and interest payments under capital lease arrangements 2023 (9 months) $ 47,949 2024 54,901 2025 54,901 2026 49,260 2027 36,109 Total lease payments 243,120 Less: Amount representing interest (34,641 ) Present value of future minimum lease payments 208,479 Less: current portion (47,608 ) Financing lease obligations, net of current $ 160,871 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable | |
Schedule of notes payable | Schedule of notes payable March 31, December 31, 2023 2022 Loan Agreement $ 157,500 $ 157,500 Streeterville Note #1 2,807,500 2,807,500 Streeterville Note #2 2,807,500 — Netsuite Cloud Services Financing Agreement 180,258 — Directors and Officers Liability Insurance Agreement 83,131 166,262 Pinnacle Note 4,351,040 — Total 10,386,929 3,131,262 Less: Unamortized debt discount (469,161 ) (267,433 ) Total notes payable 9,917,768 2,863,829 Notes payable, current (4,469,196 ) (2,098,685 ) Notes payable, non current $ 5,448,572 $ 765,144 |
Schedule of minimum obligations under loan agreement | Schedule of minimum obligations under loan agreement 2023 (nine months) $ 3,434,500 2024 6,952,429 Total $ 10,386,929 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value, assets measured on recurring basis | Fair value, assets measured on recurring basis Carrying Amount Fair Value Quoted Priced in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) As of March 31, 2023 Assets Money market funds $ 26,906 $ 26,906 $ 26,906 $ — $ — Total assets $ 26,906 $ 26,906 $ 26,906 $ — $ — Liabilities Contingent consideration $ 18,995,673 $ 18,995,673 $ 4,339,999 $ — $ 14,655,674 Warrant liability 7,685 7,685 — — 7,685 Total liabilities $ 19,003,358 $ 19,003,358 $ 4,339,999 $ — $ 14,663,359 As of December 31, 2022 Assets Money market funds $ 26,828 $ 26,828 $ 26,828 $ — $ — Total assets $ 26,828 $ 26,828 $ 26,828 $ — $ — Liabilities Warrant liability 9,987 9,987 — — 9,987 Total liabilities $ 9,987 $ 9,987 $ — $ — $ 9,987 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of the Company’s option activity | Schedule of the Company’s option activity Number of Options Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in years Aggregate intrinsic value Balances, January 1, 2022 644,314 $ 7.11 $ 5.03 8.47 $ — Options granted 639,000 1.66 1.06 10.00 — Options forfeited (283,286 ) 7.02 — — Options exercised — — — — Balances, December 31, 2022 1,000,028 $ 3.61 $ — 9.03 $ — Options granted 480,000 2.00 0.87 10.0 — Options forfeited (178,833 ) 1.85 — — Options exercised — — — — Balances, March 31, 2023 1,301,195 $ 3.27 $ — 9.39 $ — Vested and Exercisable 346,867 $ 5.55 $ — |
Schedule of share-based payment award, stock options, valuation assumptions | Schedule of share-based payment award, stock options, valuation assumptions 2023 2022 Risk-free interest rate 3.53 % to 3.60 % 1.26 % to 2.39 % Volatility 90.27 % to 91.01 % 78.95 % to 79.91 % Expected life (years) 5.83 - 6.06 5.75 - 6.08 Dividend yield 0.00 % 0.00 % |
Schedule of the Company's warrant activity | Schedule of the Company's warrant activity Number of Options Weighted-Average Exercise Price Balances, January 1, 2022 192,419 $ 5.84 Granted — — Exercised — — Balances, December 31, 2022 192,419 $ 5.84 Granted — — Exercised — — Balances, March 31, 2023 192,419 $ 5.84 At March 31, 2023 Vested and Exercisable 192,419 $ 5.84 |
Schedule of unvested restricted stock units activity | Schedule of unvested restricted stock units activity Number of Shares Weighted-Average Fair Market Value Unvested shares at January 1, 2022 292,500 $ 4.71 Granted and unvested 207,500 2.10 Vested (100,966 ) 3.88 Forfeited/Cancelled (311,535 ) 4.45 Unvested shares, December 31, 2022 87,499 $ 2.38 Granted and unvested 55,000 1.01 Vested (34,167 ) 2.83 Forfeited/Cancelled (15,000 ) 1.16 Unvested shares, March 31, 2023 93,332 $ 1.36 Vested as of March 31, 2023 340,837 $ 4.57 |
LEASING ARRANGEMENTS (Tables)
LEASING ARRANGEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leasing Arrangements | |
Schedule of maturities of operating lease liabilities | Schedule of maturities of operating lease liabilities 2023 (9 months) $ 1,432,211 2024 1,914,174 2025 1,190,213 Thereafter... 174,900 Total lease payments 4,711,498 Less: Imputed Interest (440,296 ) Present value of future minimum lease payments $ 4,271,202 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting | Schedule of segment reporting Hospitality Disinfection/Healthy Building Technologies Corporate Total Balance sheet at March 31, 2023 Assets $ 10,738,154 $ 59,698,939 $ 2,516,239 $ 72,953,332 Liabilities $ 10,306,177 $ 29,743,519 $ 9,332,394 $ 49,382,090 Balance sheet at December 31, 2022 Assets $ 9,638,828 $ 19,831,097 $ 3,257,502 $ 32,727,427 Liabilities $ 10,666,643 $ 1,545,217 $ 3,281,672 $ 15,493,532 Hospitality Disinfection/Healthy Building technologies Corporate Total Income Statement for the three months ended March 31, 2023: Net Sales $ 6,081,373 $ 4,573,110 $ — $ 10,654,483 Cost of Goods Sold $ 5,306,186 $ 3,425,911 $ — $ 8,732,097 Research and development $ — $ 189,210 $ — $ 189,210 Stock based compensation $ 56,854 $ 36,176 $ 96,585 $ 189,615 Income Statement for the three months ended March 31, 2022: Net Sales $ 1,409,250 $ 1,946,840 $ — $ 3,356,090 Cost of Goods Sold $ 1,158,644 $ 1,048,347 $ — $ 2,206,991 Research and development $ — $ 59,314 $ — $ 59,314 Stock based compensation $ 86,011 $ 22,286 $ 179,702 $ 287,999 Loss on impairment of goodwill $ — $ 1,138,203 $ — $ 1,138,203 Selling, General and Administrative expenses $ 659,088 $ 1,785,210 $ 368,929 $ 2,813,227 |
PROFORMA FINANCIAL STATEMENTS_2
PROFORMA FINANCIAL STATEMENTS (UNAUDITED) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Proforma Financial Statements | |
Business acquisition, pro forma information | Business acquisition, pro forma information Three Months Ended March 31, 2023 2022 Net Sales $ 11,173,416 $ 9,415,436 Net Loss $ (4,541,839 ) $ (2,777,628 ) Net Loss attributable to common stockholders: Dividends to preferred shareholders (362,250 ) (362,250 ) Net Loss attributable to common stockholders (4,904,089 ) (3,139,878 ) Basic and Diluted Loss Per Common Share $ (0.29 ) $ (0.19 ) Weighted Average Shares Outstanding - basic and diluted 18,448,008 16,810,671 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:PropertyPlantAndEquipmentEstimatedUsefulLive] | 5 to 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:PropertyPlantAndEquipmentEstimatedUsefulLive] | Lesser of term of lease or useful life |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
[custom:PropertyPlantAndEquipmentEstimatedUsefulLive] | 5 to 7 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details - Anti-dilutive shares) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,143,610 | 1,025,733 |
Options Held [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,301,195 | 833,314 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,250,000 | 0 |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 399,996 | 0 |
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 | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 10,654,483 | $ 3,356,090 | |
Deferred revenue | 6,555,496 | $ 4,730,299 | |
Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 5,286,443 | 529,237 | |
Deferred revenue | 2,661,199 | 3,581,195 | |
Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 5,368,040 | $ 2,826,853 | |
Deferred revenue | $ 3,894,297 | $ 1,149,104 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Cash, FDIC Insured Amount | $ 1,760,000 | ||
Cash Equivalents, at Carrying Value | $ 27,000 | ||
Accounts Receivable, Credit Loss Expense (Reversal) | (93,562) | $ 48,151 | |
Accounts Receivable, Allowance for Credit Loss | 118,000 | 35,000 | |
Inventory, LIFO Reserve | 187,000 | 88,000 | |
Deferred Revenue, Noncurrent | 2,702,034 | ||
Advertising Expense | 151,618 | 197,995 | |
Deposits Assets, Current | 1,313,244 | 75,548 | |
Finite-Lived Patents, Gross | 1,568,725 | $ 1,593,741 | |
Amortization | $ 41,495 | $ 25,016 |
BUSINESS ACQUISITION - Recogniz
BUSINESS ACQUISITION - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 31, 2023 | Jan. 26, 2023 | Dec. 31, 2022 | Mar. 25, 2022 |
Business Acquisition [Line Items] | ||||
Cash paid at closing, net of cash acquired | $ 10 | |||
Due to landlord | $ 244,532 | $ 229,234 | 755,906 | |
Total Purchase Price, net of cash acquired | 755,916 | |||
Accounts receivable, net | 636,550 | |||
Inventory | 176,583 | |||
Costs and estimated earnings in excess of billings | $ 2,087,553 | $ 1,306,762 | 181,152 | |
Machinery and equipment | 1,100,000 | |||
Total Assets Acquired: | 2,094,285 | |||
Billings in excess of costs and earnings on uncompleted contracts | (1,388,838) | |||
Net Assets Acquired | 705,447 | |||
Excess Purchase Price "Goodwill" | $ 50,469 | |||
P U R O Lighting L L C [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid at closing, net of cash acquired | $ 3,828,972 | |||
Total Purchase Price, net of cash acquired | 17,250,091 | |||
Accounts receivable, net | 274,574 | |||
Inventory | 2,085,912 | |||
Total Assets Acquired: | 12,265,749 | |||
Net Assets Acquired | 11,310,819 | |||
Excess Purchase Price "Goodwill" | 5,939,272 | |||
Common stock | 2,597,111 | |||
Series B Preferred Stock | 3,712,500 | |||
Series C Preferred Stock | 667,947 | |||
Contingent consideration-Make Whole*** | 2,397,329 | |||
Contingent consideration-Earnout | 4,046,232 | |||
Other current assets | 415,188 | |||
Fixed assets, net | 5,075 | |||
Tradenames/trademarks | 1,228,000 | |||
Technology/know-how/trade secrets | 1,842,000 | |||
Patented technology | 1,710,000 | |||
Customer relationships | 4,705,000 | |||
Accounts payable and accrued expenses | (936,448) | |||
Deferred revenue | (18,482) | |||
Total Liabilities Assumed | (954,930) | |||
L E D Supply Co L L C [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid at closing, net of cash acquired | 286,742 | |||
Total Purchase Price, net of cash acquired | 14,047,780 | |||
Accounts receivable, net | 1,461,461 | |||
Inventory | 1,925,285 | |||
Costs and estimated earnings in excess of billings | 533,638 | |||
Total Assets Acquired: | 13,033,196 | |||
Net Assets Acquired | 5,899,894 | |||
Excess Purchase Price "Goodwill" | 8,147,886 | |||
Common stock | 1,432,889 | |||
Series C Preferred Stock | 396,042 | |||
Other current assets | 232,095 | |||
Fixed assets, net | 106,330 | |||
Tradenames/trademarks | 1,806,000 | |||
Customer relationships | 2,088,000 | |||
Accounts payable and accrued expenses | (2,854,509) | |||
Deferred revenue | (2,279,616) | |||
Total Liabilities Assumed | (7,133,302) | |||
Contingent considerations - Make Whole*** | 1,322,665 | |||
Contingent considerations - Earnout | 10,609,442 | |||
Vendor deposits | 375,672 | |||
Technology/know-how/trade secrets | 1,169,193 | |||
Vendor relationships | 1,416,000 | |||
Rebate program | 1,894,703 | |||
Other non-current assets | 24,819 | |||
Notes payable | (1,973,946) | |||
Financing lease liability | $ (25,231) |
BUSINESS ACQUISITION - Future M
BUSINESS ACQUISITION - Future Maturity of lease Liability (Details) | Mar. 31, 2023 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2023 (9 months) | $ 279,512 |
2024 | 372,684 |
2025 | 93,174 |
Total | 745,370 |
Less: Unamortized discount | (175,281) |
Total amount due to landlord | 570,089 |
Less: current portion of amount due to landlord, net of discount | (244,532) |
Total long-term portion of amount due to landlord | $ 325,557 |
BUSINESS ACQUISITION (Details N
BUSINESS ACQUISITION (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 26, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 25, 2022 | |
Business Acquisition [Line Items] | ||||
Shares, Issued | 400,000 | |||
Change in fair market value | $ 240,000 | |||
Contingent Consideration Classified as Equity, Fair Value Disclosure | 1,700,000 | |||
[custom:AssetImpairmentCharge] | 1,138,203 | |||
[custom:ExcessPurchasePrice-0] | $ 50,469 | |||
Operating Lease, Payments | $ 31,057 | |||
Debt Instrument, Interest Rate, Effective Percentage | 38.70% | |||
Amortization of Debt Issuance Costs and Discounts | $ 40,797 | $ 0 | ||
P U R O Lighting L L C [Member] | ||||
Business Acquisition [Line Items] | ||||
[custom:ExcessPurchasePrice-0] | $ 5,603,818 | |||
Business Acquisition, Description of Acquired Entity | (i) 2,497,220 shares of the Company’s common stock, (ii) 251,108 shares of the Company’s 5% Series C Cumulative Perpetual Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), (iii) cash of $3,828,702 and, (iv) 1,250,000 shares of the Company’s 2% Series B Cumulative Perpetual Preferred Stock (the “Series B Preferred Stock”). In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the PURO Merger Agreement. | |||
Business Acquisition, Equity Interest Issued or Issuable, Description | date of acquisition versus agreed upon $2 per share ("Make Whole"). In the event any PURO Equityholder sells any shares of Common Stock obtained pursuant to the terms of the Agreement through a registered broker/dealer on or after the first anniversary of the Closing Date for a price per share of the Common Stock less than $2.00 (the “Sale Price”), Parent will pay to such PURO Equityholder within ten (10) Business Days following the consummation of such sale to an account designated in writing by such PURO Equityholder an amount equal to (a) (i) $2.00 less (ii) the Sale Price, multiplied by (b) the number of shares of Common Stock sold in such sale (the “Make Whole Amount”). The Make Whole Amount payment shall be 50% in cash and 50% in shares of Common Stock (with the number of shares of Common Stock to be issued determined based on a price per share equal to 90% of the Sale Price). As a result of the make-whole provision, the liability was increased to $2,796,889 as of March 31, 2023 with the change in fair market value of $399,555 being recorded to other expense within the consolidated statements of operations. | |||
L E D Supply Co L L C [Member] | ||||
Business Acquisition [Line Items] | ||||
[custom:ExcessPurchasePrice-0] | $ 7,622,091 | |||
Business Acquisition, Description of Acquired Entity | (i) 1,377,777 shares of the Company’s common stock; (ii) 148,888 shares of Series C Preferred Stock; and (iii) cash of $286,742. In addition, the seller has the right to receive earnout payments subject to certain conditions, including achieving certain revenue targets and gross profit margins and payable as set forth in the LED Merger Agreement. | |||
Business Acquisition, Equity Interest Issued or Issuable, Description | date of acquisition versus the agreed upon $2 per share ("Make Whole"). In the event any LED Equityholder sells any shares of Common Stock obtained pursuant to the terms of the Agreement through a registered broker/dealer on or after the first anniversary of the Closing Date for a price per share of the Common Stock less than $2.00 (the “Sale Price”), Parent will pay to such LED Equityholder within ten (10) Business Days following the consummation of such sale to an account designated in writing by such LED Equityholder an amount equal to (a) (i) $2.00 less (ii) the Sale Price, multiplied by (b) the number of shares of Common Stock sold in such sale (the “Make Whole Amount”). The Make Whole Amount payment shall be 50% in cash and 50% in shares of Common Stock (with the number of shares of Common Stock to be issued determined based on a price per share equal to 90% of the Sale Price). As a result of the make-whole provision, the liability was increased to $1,543,110 as of March 31, 2023 with the change in fair market value of $220,444 being recorded to other expense within the consolidated statements of operations. |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 3,348,225 | $ 3,485,040 |
Finished goods | 5,448,108 | 2,110,838 |
Inventory at cost | 8,796,333 | 5,595,878 |
Less: Reserve | (186,839) | (87,792) |
Inventory | $ 8,609,494 | $ 5,508,086 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,724,358 | $ 1,536,994 |
Less: Accumulated Depreciation | (480,558) | (403,526) |
Property and equipment, net | 1,243,800 | 1,133,468 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,319,974 | 1,266,189 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 130,058 | 67,549 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 274,326 | $ 203,256 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 77,303 | $ 25,762 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 31,794,795 | $ 13,935,899 |
Less: Accumulated Depreciation | (3,164,942) | (2,581,469) |
Intangible assets net | 28,629,853 | 11,354,430 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 8,448,598 | 1,655,598 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 5,242,530 | 2,208,530 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 3,440,771 | 1,730,771 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 11,352,193 | 8,341,000 |
Vendor Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 1,416,000 | 0 |
Rebate Program [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 1,894,703 | $ 0 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 (9 months) | $ 2,102,916 | |
2024 | 3,044,016 | |
2025 | 3,044,016 | |
2026 | 3,029,260 | |
Thereafter | 17,409,645 | |
Total | $ 28,629,853 | $ 11,354,430 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 583,473 | $ 441,984 |
FINANCING LEASE OBLIGATION - Fu
FINANCING LEASE OBLIGATION - Future minimum principal and interest payments under capital lease arrangements (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Financing Lease Obligation | ||
2023 (9 months) | $ 47,949 | |
2024 | 54,901 | |
2025 | 54,901 | |
2026 | 49,260 | |
2027 | 36,109 | |
Total lease payments | 243,120 | |
Less: Amount representing interest | (34,641) | |
Present value of future minimum lease payments | 208,479 | |
Less: current portion | (47,608) | |
Financing lease obligations, net of current | $ 160,871 | $ 158,070 |
NOTES PAYABLE - Notes payable (
NOTES PAYABLE - Notes payable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 10,386,929 | $ 3,131,262 |
Less: Unamortized Discount | (469,161) | (267,433) |
Total notes payable | 9,917,768 | 2,863,829 |
Notes payable, current | (4,469,196) | (2,098,685) |
Notes payable, non current | 5,448,572 | 765,144 |
Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Total | 157,500 | 157,500 |
Streeterville Note 1 [Member] | ||
Debt Instrument [Line Items] | ||
Total | 2,807,500 | 2,807,500 |
Less: Unamortized Discount | (345,000) | |
Streeterville Note 2 [Member] | ||
Debt Instrument [Line Items] | ||
Total | 2,807,500 | 0 |
Less: Unamortized Discount | (344,500) | |
Netsuite Cloud Services Financing Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Total | 180,258 | 0 |
Total notes payable | 180,258 | |
Directors And Officers Liability Insurance Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Total | 83,131 | 166,262 |
Total notes payable | 83,131 | |
Pinnacle Note [Member] | ||
Debt Instrument [Line Items] | ||
Total | $ 4,351,040 | $ 0 |
NOTES PAYABLE - Minimum obligat
NOTES PAYABLE - Minimum obligations under this loan agreement (Details) | Mar. 31, 2023 USD ($) |
Notes Payable | |
2023 (nine months) | $ 3,434,500 |
2024 | 6,952,429 |
Total | $ 10,386,929 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Oct. 07, 2022 | Jan. 25, 2023 | Sep. 30, 2022 | Aug. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 15, 2023 | Dec. 31, 2022 | Nov. 02, 2022 | |
Debt Instrument [Line Items] | |||||||||
Other Long-Term Debt | $ 157,500 | ||||||||
Debt Instrument, Periodic Payment | 30,000 | ||||||||
Debt instrument additional amount | 7,500 | ||||||||
Repayments of Debt | 157,500 | ||||||||
Debt Instrument, Face Amount | $ 1,800,199 | ||||||||
Proceeds from Notes Payable | 6,813,391 | $ 0 | |||||||
[custom:MonitoringFee] | 8,333 | ||||||||
[custom:OutstandingBalance-0] | 50,000 | ||||||||
Debt Instrument, Unamortized Discount | 469,161 | $ 267,433 | |||||||
Notes Payable | $ 9,917,768 | $ 2,863,829 | |||||||
Debt Instrument, Description | The loan accrues interest at a 1.50% margin above the greater of the prime rate or 4.00%. The interest margin is increased to 2.00% in respect to the advances against eligible inventory. If the Company fails to perform any covenant, term or provision of the Loan Agreement, then interest shall accrue at the rate of 6.0% above the interest rate. If after the occurrence of an event of default and the loan is not paid in full by the maturity date, the loan shall bear interest at the rate of 18.0% above the interest rate. | ||||||||
Interest Payable, Current | $ 71,724 | ||||||||
L E D Supply Co L L C [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,728,474 | ||||||||
Debt Instrument, Periodic Payment, Interest | $ 71,724 | ||||||||
Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Interest Rate During Period | 2% | ||||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Interest Rate During Period | 1.50% | ||||||||
Streeterville Note 1 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate During Period | 8% | 18% | |||||||
Debt Instrument, Face Amount | $ 2,807,500 | ||||||||
Proceeds from Notes Payable | $ 2,462,500 | ||||||||
Payments of Debt Issuance Costs | $ 345,000 | ||||||||
Debt Instrument, Maturity Date | Apr. 07, 2024 | ||||||||
Debt Instrument, Redemption Price, Percentage | 87.50% | ||||||||
Debt Instrument, Unamortized Discount | $ 345,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 22.23% | ||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 86,612 | ||||||||
[custom:DebtInstrumentUnamortizedDiscountRemainingBalance-0] | 180,821 | ||||||||
Interest Expense, Debt | $ 56,150 | ||||||||
Streeterville Note 2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate During Period | 8% | 18% | |||||||
Debt Instrument, Face Amount | $ 2,807,500 | ||||||||
Proceeds from Notes Payable | $ 2,463,000 | ||||||||
Payments of Debt Issuance Costs | $ 344,500 | ||||||||
Debt Instrument, Maturity Date | Jul. 25, 2024 | ||||||||
Debt Instrument, Unamortized Discount | $ 344,500 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 22.23% | ||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 56,660 | ||||||||
[custom:DebtInstrumentUnamortizedDiscountRemainingBalance-0] | 287,840 | ||||||||
Interest Expense, Debt | 40,553 | ||||||||
Netsuite Cloud Services Financing Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Periodic Payment | 7,511 | ||||||||
Debt Instrument, Face Amount | $ 225,323 | ||||||||
Notes Payable | 180,258 | ||||||||
Directors And Officers Liability Insurance Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Periodic Payment | $ 27,710 | $ 41,730 | |||||||
Debt Instrument, Interest Rate During Period | 5.05% | ||||||||
Debt Instrument, Face Amount | $ 318,833 | ||||||||
Notes Payable | $ 83,131 | ||||||||
Pinnacle Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Annual Principal Payment | $ 5,000,000 | ||||||||
Debt Instrument, Description | The loan is subject to a maximum advance rate of up to 85% of net face amount of eligible accounts, plus the lessor a) of the sum of 20% of the aggregate eligible inventory value of raw materials and 35% of the aggregate eligible inventory value of finished goods, b) $1 million, c) 80% of the net orderly liquidation value of raw materials and finished goods, or d) 100% of the aggregate outstanding principal amount of advances. In no event shall the aggregate amount of the outstanding advances under the Loan Facility be greater than $5 million. The loan matures on December 9, 2024. | ||||||||
Long-Term Line of Credit | $ 4,351,040 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 26,906 | $ 26,828 |
Total assets | 26,906 | 26,828 |
Contingent consideration | 18,995,673 | 0 |
Warrant liability | 7,685 | 9,987 |
Other liablities | 19,003,358 | 9,987 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 26,906 | 26,828 |
Total assets | 26,906 | 26,828 |
Contingent consideration | 4,339,999 | |
Warrant liability | 0 | 0 |
Other liablities | 4,339,999 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Contingent consideration | 0 | |
Warrant liability | 0 | 0 |
Other liablities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Total assets | 0 | 0 |
Contingent consideration | 14,655,674 | |
Warrant liability | 7,685 | 9,987 |
Other liablities | 14,663,359 | 9,987 |
Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 26,906 | 26,828 |
Total assets | 26,906 | 26,828 |
Contingent consideration | 18,995,673 | |
Warrant liability | 7,685 | 9,987 |
Other liablities | $ 19,003,358 | $ 9,987 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Money market funds | $ 26,906 | $ 26,828 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Option Outstanding, beginning | 1,000,028 | 644,314 |
Weighted average exercise price, beginning | $ 3.61 | $ 7.11 |
Weighted average grant date fair value, beginning | $ 0 | $ 5.03 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 10 days | 8 years 5 months 19 days |
Options granted | 480,000 | 639,000 |
Weighted average exercise price, granted | $ 2 | $ 1.66 |
Weighted average grant date fair value, granted | $ 0.87 | $ 1.06 |
Weighted average remaining contractual life, granted | 10 years | 10 years |
Options forfeited/cancelled | (178,833) | (283,286) |
Weighted average exercise price, forfeited | $ 1.85 | $ 7.02 |
Weighted average grant date fair value, forfeited | $ 0 | $ 0 |
Option exercised | 0 | 0 |
Weighted average exercise price, exercised | $ 0 | $ 0 |
Weighted average grant date fair value, exercised | $ 0 | $ 0 |
Number of Option Outstanding, ending | 1,301,195 | 1,000,028 |
Weighted average exercise price, ending | $ 3.27 | $ 3.61 |
Weighted average grant date fair value, ending | $ 0 | $ 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 9 years 4 months 20 days | |
Options vested and exercisable | 346,867 | |
Weighted average exercise price, vested and exercisable | $ 5.55 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - Share-Based Payment Arrangement, Option [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.53% | 1.26% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 90.27% | 78.95% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years 9 months 29 days | 5 years 9 months |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.60% | 2.39% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 91.01% | 79.91% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 years 21 days | 6 years 29 days |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | ||
Options outstanding at the beginning | 192,419 | 192,419 |
Weighted average exercise price, beginning | $ 5.84 | $ 5.84 |
Granted | 0 | 0 |
Weighted average exercise price, Granted | $ 0 | $ 0 |
Exercised | 0 | 0 |
Weighted average exercise price, Exercised | $ 0 | $ 0 |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of unvested shares outstanding, at beginning | 87,499 | 292,500 |
Weighted average fair market value outstanding, at beginning | $ 2.38 | $ 4.71 |
Granted and unvested | 55,000 | 207,500 |
Weighted average fair market value, granted and unvested | $ 1.01 | $ 2.10 |
Vested | (34,167) | (100,966) |
Weighted average fair market value, vested | $ 2.83 | $ 3.88 |
Forfeited/Cancelled | (15,000) | (311,535) |
Weighted average fair market value, forfeited/Cancelled | $ 1.16 | $ 4.45 |
Number of unvested shares outstanding, at ending | 93,332 | 87,499 |
Weighted average fair market value outstanding, at ending | $ 1.36 | $ 2.38 |
Vested | 340,837 | |
Vested | $ 4.57 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
May 31, 2023 | Jul. 02, 2022 | Jan. 05, 2022 | Apr. 19, 2023 | Mar. 31, 2023 | Jan. 25, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,764,311 | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 2,314,860 | ||||||||
[custom:CompensationPaid] | $ 28,922 | $ 69,446 | |||||||
Sale of Stock, Consideration Received Per Transaction | $ 5,721,057 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date | Jul. 12, 2025 | ||||||||
Treasury Stock, Shares, Acquired | 113,485 | ||||||||
Preferred Stock, Shares Authorized | 14,990,000 | 14,990,000 | 19,990,000 | ||||||
[custom:DividendsRatePercentage] | 2% | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ 6 | ||||||||
[custom:OptionalRedemptionPerShare-0] | $ 6 | ||||||||
Over-Allotment Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of Stock, Consideration Received Per Transaction | $ 1,200,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 400,000 | ||||||||
Share Price | $ 3 | ||||||||
Proceeds from Issuance Initial Public Offering | $ 1,092,000 | ||||||||
Underwriting discount | $ 108,000 | ||||||||
Options [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-Based Payment Arrangement, Expense | $ 160,598 | $ 222,062 | |||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1,301,651 | 1,301,651 | |||||||
Restricted Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Share-Based Payment Arrangement, Expense | $ 29,017 | $ 65,938 | |||||||
Restricted Stock [Member] | Subsequent Event [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 28,049 | ||||||||
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 | ||||||||
Series B Redeemable Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 1,250,000 | 1,250,000 | 1,250,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Temporary Equity, Shares Authorized | 1,250,000 | ||||||||
[custom:PreferredStockParValue-0] | $ 0.0001 | ||||||||
Preferred Stock, Liquidation Preference Per Share | 6 | ||||||||
Dividends Payable, Amount Per Share | 0.12 | ||||||||
Preferred Stock, Redemption Price Per Share | 2 | ||||||||
Temporary Equity, Liquidation Preference Per Share | $ 6 | ||||||||
Series C Redeemable Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 2,500,000 | 2,500,000 | 2,500,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Temporary Equity, Shares Authorized | 2,500,000 | ||||||||
[custom:PreferredStockParValue-0] | $ 0.0001 | ||||||||
[custom:DividendsRatePercentage] | 5% | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ 5 | ||||||||
Dividends Payable, Amount Per Share | 0.25 | ||||||||
Temporary Equity, Liquidation Preference Per Share | $ 5 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 1,250,000 | 1,250,000 | 1,250,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Forecast [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 53,903 | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 27,224 | ||||||||
[custom:CompensationPaid] | 817 | ||||||||
Sale of Stock, Consideration Received Per Transaction | 5,693,833 | ||||||||
[custom:YieldingNetProceeds] | $ 26,407 | ||||||||
At The Market Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stockholders' Equity, Average Amount Outstanding | $ 50,000,000 | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 804,811 | ||||||||
Sale of Stock, Consideration Received on Transaction | $ 964,083 | ||||||||
Maxim Group L L C [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stockholders' Equity, Average Amount Outstanding | $ 9,000,000 |
LEASING ARRANGEMENTS - Maturiti
LEASING ARRANGEMENTS - Maturities of Operating lease laibilities (Details) | Mar. 31, 2023 USD ($) |
Leasing Arrangements | |
2023 (9 months) | $ 1,432,211 |
2024 | 1,914,174 |
2025 | 1,190,213 |
Thereafter... | 174,900 |
Total lease payments | 4,711,498 |
Less: Imputed Interest | (440,296) |
Present value of future minimum lease payments | $ 4,271,202 |
LEASING ARRANGEMENTS (Details N
LEASING ARRANGEMENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 26, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Lease, Weighted Average Discount Rate, Percent | 7.60% | ||
Lease Expiration Date | Jan. 27, 2026 | ||
Operating Leases, Rent Expense, Net | $ 420,107 | $ 101,799 | |
Minimum [Member] | |||
Short-Term Lease Payments | $ 17,000 | ||
Maximum [Member] | |||
Short-Term Lease Payments | $ 18,387 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Total Assets | $ 72,953,332 | $ 32,727,427 | |
Total Liabilities | 49,382,090 | 15,493,532 | |
Net Sales | 10,654,483 | $ 3,356,090 | |
Cost of Goods Sold | 8,732,097 | 2,206,991 | |
Research and development | 189,210 | 59,314 | |
Stock based compensation | 189,615 | 287,999 | |
Loss on impairment of goodwill | 1,138,203 | ||
Selling, General and Administrative Expenses | 5,264,379 | 3,101,226 | |
Selling, General and Administrative Expenses | 2,813,227 | ||
Hospitality Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 10,738,154 | 9,638,828 | |
Total Liabilities | 10,306,177 | 10,666,643 | |
Net Sales | 6,081,373 | 1,409,250 | |
Cost of Goods Sold | 5,306,186 | 1,158,644 | |
Research and development | 0 | 0 | |
Stock based compensation | 56,854 | 86,011 | |
Loss on impairment of goodwill | 0 | ||
Selling, General and Administrative Expenses | 659,088 | ||
Disinfectant Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 59,698,939 | 19,831,097 | |
Total Liabilities | 29,743,519 | 1,545,217 | |
Net Sales | 4,573,110 | 1,946,840 | |
Cost of Goods Sold | 3,425,911 | 1,048,347 | |
Research and development | 189,210 | 59,314 | |
Stock based compensation | 36,176 | 22,286 | |
Loss on impairment of goodwill | 1,138,203 | ||
Selling, General and Administrative Expenses | 1,785,210 | ||
Corporate Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total Assets | 2,516,239 | 3,257,502 | |
Total Liabilities | 9,332,394 | $ 3,281,672 | |
Net Sales | 0 | 0 | |
Cost of Goods Sold | 0 | 0 | |
Research and development | 0 | 0 | |
Stock based compensation | $ 96,585 | 179,702 | |
Loss on impairment of goodwill | 0 | ||
Selling, General and Administrative Expenses | $ 368,929 |
PROFORMA FINANCIAL STATEMENTS_3
PROFORMA FINANCIAL STATEMENTS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Net Sales | $ 10,654,483 | $ 3,356,090 |
Net Loss | (4,541,839) | (1,649,872) |
Net Loss attributable to common stockholders: | ||
Net Loss attributable to common stockholders | 362,250 | 362,250 |
Akida K E S Visionmark Sci Air P U R O And L E D [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Net Sales | 11,173,416 | 9,415,436 |
Net Loss | (4,541,839) | (2,777,628) |
Net Loss attributable to common stockholders: | ||
Dividends to preferred shareholders | (362,250) | (362,250) |
Net Loss attributable to common stockholders | $ (4,904,089) | $ (3,139,878) |
Basic and Diluted Loss Per Common Share | $ (0.29) | $ (0.19) |
Weighted Average Shares Outstanding - basic and diluted | 18,448,008 | 16,810,671 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||
Oct. 07, 2022 | Jan. 24, 2023 | Mar. 15, 2023 | |
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 1,800,199 | ||
Streeterville Capital L L C [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 3,003,993 | $ 2,903,030 | |
Payments for Other Fees | $ 65,000 | $ 35,000 |