Smart for Life (SMFL) 10-Q 20 Nov 23 2023 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2023	Nov. 17, 2023
Document Information Line Items
Entity Registrant Name	SMART FOR LIFE, INC.
Trading Symbol	SMFL
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		796,666
Amendment Flag	false
Entity Central Index Key	0001851860
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41290
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	81-5360128
Entity Address, Address Line One	990 S Rogers Circle
Entity Address, Address Line Two	Suite 3
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	(786)
Local Phone Number	749-1221
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 8,890	$ 69,714
Accounts receivable, net	412,547	561,894
Inventory, net	1,987,730	2,665,501
Prepaid expenses and other current assets	139,928	306,867
Total current assets	2,549,095	3,603,976
Property and equipment, net	311,472	482,219
Intangible assets, net	14,341,745	16,462,158
Goodwill	5,816,100	5,816,100
Deposits and other assets	98,947	109,638
Operating lease right-of-use assets	2,421,550	2,672,866
Total other assets	22,989,814	25,542,981
Total assets	25,538,909	29,146,957
Current liabilities:
Accounts payable	4,241,956	4,123,837
Accrued expenses	3,420,964	1,888,013
Accrued expenses, related parties	157,938	947,951
Contract liabilities	750,739	662,879
Preferred stock dividends payable	600,750	600,750
Operating lease liability, current	347,852	303,819
Debt, current, net of debt discounts	4,404,462	6,616,273
Total current liabilities	13,924,661	15,143,522
Long-term liabilities:
Operating lease liability, noncurrent	2,157,344	2,423,446
Debt, noncurrent, net of debt issuance cost	8,505,068	13,941,973
Total long-term liabilities	10,662,412	16,365,419
Total liabilities	24,587,073	31,508,941
Commitments and contingencies
Stockholders’ Equity (Deficit)
Preferred stock, value
Common Stock, $0.0001 par value, 166,666,667 shares authorized, 631,600 and 81,729 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	63	8
Additional paid in capital	58,792,603	42,630,423
Accumulated deficit	(57,840,834)	(44,992,415)
Total stockholders’ equity (deficit)	951,836	(2,361,984)
Total liabilities and stockholders’ equity (deficit)	25,538,909	29,146,957
Series A Convertible Preferred Stock
Stockholders’ Equity (Deficit)
Preferred stock, value
Series B Preferred Stock
Stockholders’ Equity (Deficit)
Preferred stock, value	$ 4

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	55,555,556	55,555,556
Common stock, shares issued	631,600	81,729
Common stock, shares outstanding	631,600	81,729
Series A Convertible Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	8,000	8,000
Preferred stock, shares issued	0	1,000
Preferred stock, shares outstanding	0	1,000
Series B Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	34,818	0
Preferred stock, shares outstanding	34,818	0
Preferred stock, liquidation preference (in Dollars)	$ 7,764,414

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues
Total revenues	$ 2,750,305	$ 5,356,985	$ 7,438,575	$ 14,097,362
Cost of revenues
Total cost of revenues	1,688,619	2,724,321	4,807,140	8,165,965
Gross profit	1,061,686	2,632,664	2,631,435	5,931,397
Operating expenses
Selling, general and administrative	1,238,625	1,760,381	3,838,333	5,139,263
Compensation – administrative	2,046,220	1,479,816	4,929,327	5,120,518
Professional services	349,098	316,440	1,565,396	1,622,871
Consulting fees – related parties	19,139		46,686
Impairment of intangible assets			466,737
Depreciation and amortization expense	615,810	522,412	1,814,613	1,375,514
Total operating expenses	4,268,892	4,079,049	12,661,092	13,258,166
Operating loss	(3,207,206)	(1,446,385)	(10,029,657)	(7,326,769)
Other income (expense)
Other income (expense)	19,820	(183,189)	333,498	(693,614)
Gain on debt extinguishment	16,021		273,058	134,956
Change in fair value of derivative liability		108,426		146,513
Interest expense	(1,172,742)	(426,573)	(3,425,318)	(14,168,479)
Total other income (expense)	(1,136,901)	(501,336)	(2,818,762)	(14,580,624)
Net loss	(4,344,107)	(1,947,721)	(12,848,419)	(21,907,393)
Series A preferred stock dividends				(600,750)
Net loss attributable to common stockholders	$ (4,344,107)	$ (1,947,721)	$ (12,848,419)	$ (22,508,143)
Loss per share, basic (in Dollars per share)	$ (7.51)	$ (31.29)	$ (42.13)	$ (361.62)
Weighted average shares outstanding, basic (in Shares)	578,686	62,242	304,950	62,242
Products
Revenues
Total revenues	$ 2,744,306	$ 4,501,657	$ 7,077,105	$ 11,537,041
Cost of revenues
Total cost of revenues	1,688,097	2,094,198	4,528,103	6,281,486
Advertising
Revenues
Total revenues	5,999	855,328	361,470	2,560,321
Cost of revenues
Total cost of revenues	$ 522	$ 630,123	$ 279,037	$ 1,884,479

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Loss per share, diluted	$ (7.51)	$ (31.29)	$ (42.13)	$ (361.62)
Weighted average shares outstanding, diluted	578,686	62,242	304,950	62,242

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021	$ 1	$ 3	$ 8,923,858	$ (15,014,600)	$ (6,090,738)
Balance (in Shares) at Dec. 31, 2021	8,000	30,973
Stock issued for services			822,626		822,626
Stock issued for services (in Shares)		1,949
Stock issued for cash with initial public offering		$ 1	10,623,491		10,623,492
Stock issued for cash with initial public offering (in Shares)		3,200
Series A warrants issued in connection with initial public offering			1,902,689		1,902,689
Series A warrants issued in connection with initial public offering (in Shares)
Series B warrants in connection with initial public offering			158,558		158,558
Series B warrants in connection with initial public offering (in Shares)
Warrants issued in connection with debt			65,624		65,624
Warrants issued in connection with debt (in Shares)
Stock issued upon exercise of Series B Warrants
Stock issued upon exercise of Series B Warrants (in Shares)		3,195
Stock issued upon conversion of convertible notes			5,622,885		5,622,885
Stock issued upon conversion of convertible notes (in Shares)		2,755
Stock issued in connection with acquisition
Stock issued in connection with acquisition (in Shares)		95
Stock issued for conversion of accounts payable			147,223		147,223
Stock issued for conversion of accounts payable (in Shares)		33
Stock issued upon conversion of preferred stock	$ (1)	$ 2	(1)
Stock issued upon conversion of preferred stock (in Shares)	(7,000)	23,332
Common stock issued under future equity agreements		$ 1	10,844,959		10,844,960
Common stock issued under future equity agreements (in Shares)		4,820
Preferred stock dividend payable			(85,417)		(85,417)
Preferred stock dividend payable (in Shares)
Net loss				(16,574,477)	(16,574,477)
Balance at Mar. 31, 2022		$ 7	39,026,495	(31,589,077)	7,437,425
Balance (in Shares) at Mar. 31, 2022	1,000	70,352
Balance at Dec. 31, 2021	$ 1	$ 3	8,923,858	(15,014,600)	(6,090,738)
Balance (in Shares) at Dec. 31, 2021	8,000	30,973
Net loss					(21,907,393)
Balance at Sep. 30, 2022		$ 8	38,973,265	(36,921,994)	2,051,279
Balance (in Shares) at Sep. 30, 2022	1,000	70,754
Balance at Mar. 31, 2022		$ 7	39,026,495	(31,589,077)	7,437,425
Balance (in Shares) at Mar. 31, 2022	1,000	70,352
Common stock issued upon conversion of promissory note			73,727		73,727
Common stock issued upon conversion of promissory note (in Shares)		163
Common stock issued upon option exercise
Common stock issued upon option exercise (in Shares)		435
Change in derivative liability			32,959		32,959
Preferred stock dividend payable			(159,916)		(159,916)
Net loss				(3,385,195)	(3,385,195)
Balance at Jun. 30, 2022		$ 7	38,973,265	(34,974,272)	3,999,000
Balance (in Shares) at Jun. 30, 2022	1,000	70,950
Stock issued upon exercise of Series B Warrants		$ 1		(1)
Stock issued upon exercise of Series B Warrants (in Shares)		4
Net loss				(1,947,721)	(1,947,721)
Balance at Sep. 30, 2022		$ 8	38,973,265	(36,921,994)	2,051,279
Balance (in Shares) at Sep. 30, 2022	1,000	70,754
Balance at Dec. 31, 2022		$ 8	42,630,423	(44,992,415)	(2,361,984)
Balance (in Shares) at Dec. 31, 2022	1,000	81,729
Exercise of warrants		$ 1	118		119
Exercise of warrants (in Shares)		6,833
Stock based compensation			52,473		52,473
Stock based compensation (in Shares)
Net loss				(4,284,315)	(4,284,315)
Balance at Mar. 31, 2023		$ 9	42,683,014	(49,276,730)	(6,593,707)
Balance (in Shares) at Mar. 31, 2023	1,000	88,562
Balance at Dec. 31, 2022		$ 8	42,630,423	(44,992,415)	(2,361,984)
Balance (in Shares) at Dec. 31, 2022	1,000	81,729
Net loss					(12,848,419)
Balance at Sep. 30, 2023	$ 4	$ 63	58,792,603	(57,840,834)	951,836
Balance (in Shares) at Sep. 30, 2023	34,818	631,600
Balance at Mar. 31, 2023		$ 9	42,683,014	(49,276,730)	(6,593,707)
Balance (in Shares) at Mar. 31, 2023	1,000	88,562
Conversion of notes and interest	$ 3		6,462,686		6,462,689
Conversion of notes and interest (in Shares)	29,398
Conversion of preferred stock
Conversion of preferred stock (in Shares)	(1,000)	3,334
Stock issued for services			99,199		99,199
Stock issued for services (in Shares)		1,112
Conversion of board fees			30,000		30,000
Conversion of board fees (in Shares)	135
Conversion of accrued compensation	$ 1		1,178,340		1,178,341
Conversion of accrued compensation (in Shares)	5,285
Shares issued for cash		$ 10	2,151,300		2,151,310
Shares issued for cash (in Shares)		96,166
Exercise of warrants		$ 29	5,424,964		5,424,993
Exercise of warrants (in Shares)		292,783
Stock based compensation			27,735		27,735
Net loss				(4,219,997)	(4,219,997)
Balance at Jun. 30, 2023	$ 4	$ 48	58,057,238	(53,496,727)	4,560,563
Balance (in Shares) at Jun. 30, 2023	34,818	481,957
Stock issued for services		$ 2	49,998		50,000
Stock issued for services (in Shares)		15,083
Shares issued in connection with reverse stock split
Shares issued in connection with reverse stock split (in Shares)		4,962
Exercise of warrants		$ 13	(13)
Exercise of warrants (in Shares)		129,598
Stock based compensation			685,380		685,380
Net loss				(4,344,107)	(4,344,107)
Balance at Sep. 30, 2023	$ 4	$ 63	$ 58,792,603	$ (57,840,834)	$ 951,836
Balance (in Shares) at Sep. 30, 2023	34,818	631,600

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (12,848,419)	$ (21,907,393)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt issuance cost	1,150,800	1,737,976
Discount on debt obtained		(302,045)
Depreciation and amortization expense	1,814,613	1,375,514
Gain on extinguishment of debt	(273,058)	(134,956)
Impairment on intangible assets	466,737
Stock-based compensation	765,588	822,626
Interest expense associated with future equity agreements		10,844,961
Non-cash financing expenses – stock issued for services	149,200
Non-cash operating lease costs, net	29,247	17,539
Change in value of derivative liability		127,214
Provision for bad debt	195,400	6,731
Changes in operating assets and liabilities:
Accounts receivable, net	(46,053)	(314,587)
Inventory	677,771	(2,208,654)
Prepaid expenses and other current assets	166,939	53,749
Deposits and other assets	10,714	(1,822)
Accounts payable	157,789	1,597,032
Accrued expenses	2,040,792	48,496
Accrued expenses, related parties	388,327	449,497
Contract liabilities	87,860	296,255
Net cash used in operating activities	(5,065,754)	(7,491,867)
Cash flows from investing activities:
Cash paid for acquisition of Ceautamed		(3,000,000)
Additions to property and equipment	(3,450)	(72,271)
Net cash used in investing activities	(3,450)	(3,072,271)
Cash flows from financing activities:
Payments to related parties		(1,711,600)
Receipts from related parties		390,041
Proceeds from initial public offering		12,738,288
Proceeds from issuance of common stock, net	2,151,310
Proceeds from exercise of warrants	5,425,112
Proceeds from debt	2,749,791	8,151,889
Repayments on debt	(5,317,833)	(8,852,491)
Payment of fees from issuance of common stock		(53,549)
Net cash provided by financing activities	5,008,380	10,662,578
Net increase (decrease) in cash	(60,824)	98,440
Cash, beginning of period	69,714	205,093
Cash, end of period	8,890	303,533
Supplemental disclosure of cash flow information:
Interest paid	1,661,288	3,257,894
Taxes paid
Non-cash investing and financing activities:
Stock issued for conversion of accounts payable		147,223
Stock issued for conversion of accrued compensation	1,178,311
Stock issued for conversion of convertible notes and interest	6,462,691	5,622,885
Stock issued for exercise of warrants	13
Conversion of notes payable to accrued expenses	49,192
Conversion of interest to notes payable	334,950
Stock issued for conversion of accrued board fees	30,000
Debt issued in connection with acquisition of Ceautamed		5,600,000
Equipment obtained with financing		$ 181,815

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2023
Description of Business [Abstract]
Description of Business	Note 1 — Description of Business Smart for Life, Inc., formerly Bonne Santé Group, Inc. (“SMFL”), is a Nevada corporation which was formed on February 2, 2017. Structured as a global holding company, it is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutraceutical and related products with an emphasis on Health & Wellness. On March 8, 2018, SMFL acquired 51% of Millenium Natural Manufacturing Corp. and Millenium Natural Health Products, Inc. On October 8, 2019, SMFL entered into an agreement to acquire the remaining 49% of these companies, subject to certain conditions which were subsequently met. On September 30, 2020, the name of Millenium Natural Manufacturing Corp. was changed to Bonne Sante Natural Manufacturing, Inc. (“BSNM”), and on November 24, 2020, Millenium Natural Health Products Inc. was merged into BSNM. Based in Doral, Florida, BSNM operates a 22,000 square-foot FDA-certified manufacturing facility. It manufactures nutritional products for a significant number of customers. On July 1, 2021, SMFL acquired 100% of Doctors Scientific Organica, LLC d/b/a Smart for Life, Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. On August 27, 2021, SMFL transferred all of the equity interests of Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. to Doctors Scientific Organica, LLC. On May 19, 2022, SMFL acquired 100% of Lavi Enterprises, LLC. On the same date, SMFL transferred all of the equity interests of Lavi Enterprises, LLC to Doctors Scientific Organica, LLC. On December 13, 2022, Oyster Management Services, Ltd. was converted to a limited liability company known as Oyster Management Services, L.L.C. As a result of the foregoing, Oyster Management Services, L.L.C., Lawee Enterprises, L.L.C., U.S. Medical Care Holdings, L.L.C. and Lavi Enterprises, LLC are now wholly owned subsidiaries of Doctors Scientific Organica, LLC (collectively, “DSO”). Based in Riviera Beach, Florida, DSO operates a 30,000 square-foot FDA-certified manufacturing facility. DSO manufactures and sells weight management foods and related products. Additionally, DSO provides manufacturing services for other customers. On August 24, 2021, Smart for Life Canada Inc. (“DSO Canada”) was established as a wholly owned subsidiary of Doctors Scientific Organica, LLC in Canada. SMFL Canada sells retail products through a retail store location in Montreal Canada and the same location also acts as distribution center for international direct to consumer and big box customers. It maintains inventory and employees at this location. On November 8, 2021, SMFL acquired 100% of Nexus Offers, Inc. (“Nexus”). Nexus is a network platform in the affiliate marketing space. Affiliate marketing is an advertising model in which a product vendor compensates third-party digital marketers to generate traffic or leads for the product vendor’s products and services. The third-party digital marketers are referred to as affiliates, and the commission fee incentivizes them to find ways to promote the products being sold by the product vendor. Based in Miami, Florida, Nexus operates virtually. On December 6, 2021, SMFL acquired 100% of GSP Nutrition Inc. (“GSP”). GSP is a sports nutrition company that offers nutritional supplements for athletes and active lifestyle consumers under the Sports Illustrated Nutrition brand. Based in Miami, Florida, GSP operates virtually. On July 29, 2022, SMFL acquired 100% of Ceautamed Worldwide, LLC and its wholly-owned subsidiaries Wellness Watchers Global, LLC and Greens First Female LLC (collectively, “Ceautamed”). Ceautamed is based in Boca Raton, Florida and owns the Greens First line of branded products which have been specifically marketed to the healthcare provider sector. On August 15, 2022, SMFL entered into a joint venture with a seller of Ceautamed to form Smart Acquisition Group, LLC. This subsidiary is 50% owned by the Company and 50% owned by Stuart Benson, the former owner and principal of Ceautamed. This company was formed to expand M&A growth initiatives through the identification, negotiation, financing and acquisition of companies by SMFL. As of September 30, 2023, there are no assets or activity associated with this joint venture.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements reflect the consolidated operations of SMFL and its wholly owned subsidiaries BSNM, DSO, DSO Canada, Nexus, GSP, and Ceautamed (collectively the “Company”) and are prepared in the United States Dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The Company’s fiscal year end is December 31. The Company uses the accrual method of accounting. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. The December 31, 2022 balance sheet has been derived from audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The unaudited financial information included in this report includes all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results of the full fiscal year. The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s financial statements for the fiscal year ended December 31, 2022. The December 31, 2022 condensed consolidated balance sheet reflected within the accompanying condensed consolidated financial statements reflects a change for a correction of an immaterial error. The error pertains to the classification of assets acquired in the acquisitions of Nexus and Ceautamed. A reclassification of $4,464,100 from intangible assets to goodwill is reflected within these condensed consolidated financial statements. On April 24, 2023, the Company effected a 1-for-50 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. On August 2, 2023, the Company effected a 1-for-3 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased to 166,666,667 shares. On October 27, 2023, the Company effected a 1-for-3 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased to 55,555,556 shares. Liquidity, Capital Resources and Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses and has a deficiency in working capital of approximately $11.4 million at September 30, 2023, a net loss for the nine months ended September 30, 2023 of $12.8 million, and cash used in operating activities of $5.1 million, which raises substantial doubt about its ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. The Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include, among other items, assessing the collectability of receivables, the realization of deferred taxes, useful lives and recoverability of tangible and intangible assets, assumptions used in the valuation of options and warrants, the computation of revenue based on the proportional delivery of services, and accruals for commitments and contingencies. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates. Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three (3) months or less to be cash equivalents. At September 30, 2023 and December 31, 2022, there were no cash equivalents. Accounts Receivable and Allowance for Doubtful Accounts The Company’s allowance for doubtful accounts represents the Company’s estimate for uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability, as well as management’s past experience with the customers. Accounts receivables are presented net of an allowance for doubtful accounts of $78,947 and $57,581 at September 30, 2023 and December 31, 2022, respectively. Inventory Inventory consists of raw materials, packaging materials, and finished goods and is valued at the lower of cost (first-in, first-out) (replacement cost or net realizable value). An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. The Company primarily performs its manufacturing for functional foods and nutraceuticals in the form of bars, cookies, powders, tablets and capsules. The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible the Company’s estimate of the allowance for obsolescence will change in the near term. Property and Equipment Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company provides for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-7 years. Goodwill The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The Company evaluates its reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on December 31 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. No goodwill impairments were recognized during the three and nine months ended September 30, 2023 and 2022. Intangible Assets Intangible assets consist of customer contracts, developed technology, non-compete agreements, license agreements, patents, tradenames, supplier contracts, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP, and Ceautamed. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years. Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. The Company recognized an impairment related to the affiliate relationships associated with the Nexus subsidiary of $466,737, and $0 for the nine months ended September 30, 2023 and 2022, respectively. Lease Right-of-Use Assets and Liabilities The Company records a right-of-use (“ROU”) asset and lease liability on the condensed consolidated balance sheets for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition. Related Parties The Company follows Accounting Standards Codification (“ASC”) 850, “Related Party Disclosures,” Debt Issuance Costs In accordance with ASC 835-30, Other Presentation Matters, the Company has reported debt issuance cost as a deduction from the carrying amount of debt and amortizes these costs using the effective interest method over the term of the debt as interest expense. Fair Value Measurement Under ASC Topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels to the hierarchy based on the reliability of inputs, as follows: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active. Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. The Company’s cash and cash equivalents are measured using Level 1 inputs and include cash on hand, deposits in banks, certificates of deposit and money market funds. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents. The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 6 —Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value. Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. In the evaluation of the estimated value of such assets, data for determining the value of the estimates are utilized based on the relevant facts and circumstances. The use of different market assumptions may have a material effect on the estimated fair value amounts. Revenue Recognition The Company evaluates and recognizes revenues by: ● identifying the contract(s) with the customer, ● identifying the performance obligations in the contract, ● determining the transaction price, ● allocating the transaction price to performance obligations in the contract; and ● recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”). Products (BSNM, DSO, GSP, and Ceautamed) The Company generates product revenues by manufacturing and packaging of nutraceutical products as a contract manufacturer for customers. The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company records deferred revenues for prepaid amounts from customers due to no performance obligations being met at such time. The Company did not have any material unsatisfied performance obligations at September 30, 2023 or December 31, 2022. Distribution expenses to transport the Company’s products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses. Advertising /Marketing (Nexus) Nexus generates advertising revenue when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales. Nexus’ general payment terms are short-term in duration. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at September 30, 2023 or December 31, 2022. Freight Freight costs are recorded in cost of goods sold as incurred. Freight costs for the nine months ended September 30, 2023 and 2022 amounted to $231,897 and $754,909, respectively. Freight costs for the three months ended September 30, 2023 and 2022 were $61,952 and $226,063, respectively. Advertising Advertising costs are expensed as incurred. Advertising costs for the nine months ended September 30, 2023 and 2022 were $1,369,031 and $1,618,467, respectively. Advertising costs for the three months ended September 30, 2023 and 2022 were $501,874 and $621,841, respectively. Paycheck Protection Program The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor. Stock-based Compensation The Company recognizes expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date and valued using a Black-Scholes option pricing model to determine the fair market value of the stock options and warrants. Forfeitures are reduced from options and warrants outstanding and the Company calculates the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. The Company then compares the recorded expense to the tax deduction received for each stock option and warrant grant. The Company’s policy is to recognize forfeitures as they occur. Income Taxes The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At September 30, 2023 and December 31, 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s tax years subject to examination by tax authorities generally remain open for three (3) years from the date of filing. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Due to the continued losses, the Company has recorded a full valuation allowance at the end of September 30, 2023 and December 31, 2022. Employee Retention Credits In accordance with the 2022 CARES Act, the Company filed for Employee Retention Credits for applicable periods in 2020 and 2021. As amounts to be refunded are subject to IRS calculations, and the timing for processing of the credits are unknown, the Company recognizes as other income amounts refunded upon the receipt of the payment. During the nine months ended September 30, 2023 and 2022 the Company received $586,556 and $0, respectively. Net Loss Per Share Basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2023, and 2022 was determined by dividing net loss by the weighted average shares of common stock outstanding during the period. The Company’s potentially dilutive shares, consisting of 974,513 warrants and 304,511 stock options, have not been included in the computation of dilutive net loss per share for the 2023 periods as the result would be antidilutive. The Company’s potentially dilutive shares, consisting of 483,174 warrants and 8,334 stock options, have not been included in the computation of dilutive net loss per share for the 2022 periods as the result would be antidilutive. Recent Accounting Standards Not Yet Adopted On August 5, 2020, the Financial Accounting Standards Board (“FASB”) issued 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),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company is evaluating the impact the adoption will have on the financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments”, which has been subsequently amended (“ASU 2016-13”). This updated accounting guidance significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on trade receivables, loans and other financial instruments. This update is effective for the Company’s fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new standard on January 1, 2023, and the adoption had no material impact on the Company's consolidated financial statements.

Correction of Prior Period Imma

Correction of Prior Period Immaterial Errors	9 Months Ended
	Sep. 30, 2023
Correction of Prior Period Immaterial Errors [Abstract]
Correction of Prior Period Immaterial Errors	Note 3 — Correction of Prior Period Immaterial Errors The Company has identified immaterial errors in the Company’s previously issued consolidated financial statements related to intangible assets and goodwill. The error pertains to the classification of assets acquired in the acquisition of Nexus, whereby intangible assets, and the value of such assets, were overstated and goodwill was understated. In evaluating whether the previously issued Consolidated Financial Statements were materially misstated for the interim or annual periods prior to December 31, 2022, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and concluded that the effect of the errors on prior period annual financial statements was immaterial. The guidance states that prior-year misstatements which, if corrected in the current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correcting prior-year financial statements for such immaterial misstatements does not require previously filed reports to be amended. The adjustments required to correct the misstatement in the financial statements for the year ended December 31, 2022 are reflected in the consolidated balance sheet. The amount of the reclassification is $4,134,000. As a result of the misstatement pertaining to the reclassification of the intangible assets, the Company noted an immaterial error associated with the recording of amortization expense. The Company recorded an error totaling $279,575 of amortization during the year ended December 31, 2022, and $67,075 for the three months ended March 31, 2023, respectively, collectively $346,768 that should not have been expensed. In accordance with ASC 250, Accounting Changes and Error Correction, the change in estimate for the fiscal year 2023 and beyond is reported on a prospective basis and the prior financial statements are not restated. The Company also reclassified $340,100 from intangible assets to goodwill as the result of the obtained independent professional purchase price allocation related to the acquisition of Ceautamed. The Company’s consolidated balance sheets have been revised from the amounts previously reported to correct the error and the impact of the purchase price allocation change as shown in the table below. See Note 6. Consolidated Balance Sheet as of December 31, 2022 As PPA Corrections As Adjusted Intangible assets, net $ 20,936,258 $ (340,100 ) $ (4,134,000 ) $ 16,462,158 Goodwill 1,342,000 340,100 4,134,000 5,816,100 Condensed Consolidated Balance Sheet as of March 31, 2023 As PPA Corrections As Adjusted Intangible assets, net $ 20,326,040 $ (340,100 ) $ (4,134,000 ) $ 15,851,940 Goodwill 1,342,000 340,100 4,134,000 5,816,100

Inventory

Inventory	9 Months Ended
	Sep. 30, 2023
Inventory [Abstract]
Inventory	Note 4 — Inventory Inventory consisted of the following: September 30, December 31, Raw materials $ 541,520 $ 644,202 Packaging materials 906,386 946,884 Finished goods 438,476 1,074,415 Inventory in transit 101,348 — $ 1,987,730 $ 2,665,501

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2023
Property and Equipment [Abstract]
Property and Equipment	Note 5 — Property and Equipment Property and equipment consisted of the following: Estimated September 30, December 31, Furniture and fixtures 7 $ 9,139 $ 9,139 Equipment – manufacturing 5 1,346,152 1,342,702 Building and equipment 5 3,839 3,840 Leasehold improvements 3.5 90,099 90,099 1,449,229 1,445,780 Less: accumulated depreciation and amortization (1,137,757 ) (963,561 ) Property and equipment, net $ 311,472 $ 482,219 Depreciation and amortization expense for the nine months ended September 30, 2023 and 2022 totaled $174,174 and $222,184, respectively, which is included in depreciation and amortization expense. Depreciation and amortization expense for the three months ended September 30, 2023 and 2022 totaled $46,271 and $80,006, respectively, which is included in depreciation and amortization expense.

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2023
Intangible Assets [Abstract]
Intangible Assets	Note 6 — Intangible Assets Intangible assets consisted of the following: Estimated September 30, December 31, Customer contracts 7-10 $ 6,375,525 $ 6,842,262 Developed technology 15 1,660,000 1,660,000 Non-compete agreements 3 840,000 840,000 Patents 5-10 2,950,000 2,950,000 Tradename 10-15 4,170,000 4,170,000 Supplier contracts 10 1,800,000 1,800,000 Licenses agreements 5 584,220 584,220 Total intangible assets 18,379,745 18,846,482 Less: amortization (4,038,000 ) (2,384,324 ) Intangibles, net $ 14,341,745 $ 16,462,158 The allocation of the Nexus purchase price in 2021 to intangibles assets, including customer contracts and non-compete agreements, was based on provisional valuations performed to estimate the fair value of the assets as of the acquisition date. During the three months ended June 30, 2023, the Company noted that an immaterial error existed in the recording of the allocation of the intangible assets and has reclassified $4,134,000 from intangible assets to goodwill. The allocation of the Ceautamed purchase price in 2022 to intangibles assets, including customer contracts and non-compete agreements, was based on provisional valuations performed to estimate the fair value of the assets as of the acquisition date. The Company engaged an independent valuation firm to perform a purchase price allocation, noting differences in the intangible assets and values. The independent valuation resulted in reclassification of the assets which have been represented in the December 31, 2022 balances. Additionally, $340,100 was reclassified from intangible assets to goodwill. The table below identifies the changes to each of the intangible assets as a result of the PPAs obtained related to the Nexus and Ceautamed acquisitions. December 31, PPA Adjustments December 31, Customer contracts $ 17,046,076 $ (10,203,814 ) $ 6,842,262 Developed technology 1,570,000 90,000 1,660,000 Non-compete agreements 1,595,530 (755,530 ) 840,000 Patents 230,000 2,720,000 2,950,000 Tradename 2,010,000 2,160,000 4,170,000 Intellectual property 385,199 (385,199 ) — Supplier contracts — 1,800,000 1,800,000 Licenses agreements 584,220 — 584,220 Total intangible assets $ 23,421,025 $ (4,574,543 ) $ 18,846,482 As a result of decreased revenues within the Nexus subsidiary during the six months ended June 30, 2023, which are not expected to recover to similar levels, the Company determined that a triggering event occurred requiring an impairment analysis in accordance with ASC 360. The impairment analysis resulted in the Company recognizing an impairment of the affiliate relationship asset associated with Nexus of $466,737. Amortization for the three months ended September 30, 2023 and 2022 was $569,539 and $442,405, respectively, which is included in depreciation and amortization expense. Amortization for the nine months ended September 30, 2023 and 2022 was $1,640,439 and $1,148,603, respectively, which is included in depreciation and amortization expense. The future amortization is as follows: Years Ending December 31: 2023 (remainder of year) $ 569,537 2024 2,278,242 2025 1,918,440 2026 1,354,076 2027 1,236,022 Thereafter 6,985,428 Total $ 14,341,745

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Leases	Note 7 — Leases Leases Involving Real Estate Leases of distribution and manufacturing facilities, customer support centers and the Company’s corporate headquarters have lease terms that generally range from 5 to 7 years. Rental payments on these leases typically provide for fixed minimum payments that increase over the lease term at predetermined amounts. Certain leases of real estate provide for rental increases based on the consumer price index, which are included in the Company’s measurement of lease payments based on the rate or index in effect at lease commencement and are therefore included in the measurement of the lease liabilities. Leases Involving Equipment Equipment leases have lease terms that generally range from less than 4 years to 5 years. Rental payments on these leases typically provide for fixed minimum payments that increase over the lease term at predetermined amounts, are included in the measurement of lease payments, and are included in the measurement of lease liabilities. Certain leases involving equipment have purchase options. When those options are reasonably certain of being exercised, the Company reflects such purchase options when measuring the lease term and lease payments for those leases. Financial Information The following provides information about the Company’s right of use assets and lease liabilities for its operating and finance leases as of September 30, 2023 and December 31, 2022: Balance Sheet classification September 30, December 31, Right of use assets Operating leases Operating leases right-of-use asset $ 2,421,550 $ 2,672,866 Lease liabilities Current Operating leases Operating lease liabilities, current portion 347,852 303,819 Noncurrent Operating leases Operating lease liabilities, non-current portion 2,157,344 2,423,446 Total lease liabilities $ 2,505,196 $ 2,727,265 The components of the Company’s lease costs for the nine months ended September 30, 2023 and 2022 are as follows: Income Statement Classification September 30, September 30, Rent expense General and administration $ 431,227 $ 492,142 Supplemental cash flow information related to Company’s leases for the nine months ended September 30, 2023: Operating Cash paid for amounts included in the measurement of lease liabilities $ 431,227 Weighted average remaining lease term and weighted average discount rate for the Company’s leases as of September 30, 2023: Operating Weighted average remaining term (in years) 4.84 Weighted average discount rate 12.00 % Annual maturity analysis of the Company’s lease liabilities as of September 30, 2023: Operating 2023 $ 156,089 2024 633,037 2025 651,828 2026 671,213 2027 658,622 Thereafter 636,776 Total payments 3,407,565 Less: interest (902,369 ) Present value of lease liability 2,505,196 Less: Current portion of lease liabilities (347,852 ) Noncurrent portion of lease liabilities $ 2,157,344

Debt

Debt	9 Months Ended
	Sep. 30, 2023
Debt [Abstract]
Debt	Note 8 — Debt Original Issue Discount Subordinated Debentures In June 2022, the Company commenced offerings of original issue discount subordinated debentures. As of September 30, 2023, the Company has completed multiple closings and issued debentures in the aggregate principal amount of $5,142,040, of which $1,229,413 was issued with issuance costs of $184,413 for the nine months ended September 30, 2023. The debentures contain an original issue discount of 15%, or an aggregate original issue discount of $771,183. As a result, the total purchase price was $4,370,858. The debentures bear interest at a rate of 17.5% per annum and are due from January through November 2024. The outstanding principal amount and all accrued interest is due and payable on the earlier of (i) the completion of the Company’s next equity financing in which it receives gross proceeds in excess of $20 million, (ii) twenty-four months after the date of issuance or (iii) within 30 days after election of repayment from the holder so long as the election is after the 6-month anniversary of the debenture. The Company may voluntarily prepay the debentures in whole or in part without premium or penalty. The debentures contain customary events of default for a loan of this type. The debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are pari passu Original Issue Discount Secured Subordinated Note On July 29, 2022, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which it sold an original issue discount secured subordinated note in the principal amount of $2,272,727 to such investor. The note contains an original issue discount of 12%, or $272,727. As a result, the total purchase price was $2,000,000, the proceeds of which were used to fund the acquisition of Ceautamed. The note shall bear interest at the rate of 16% per annum and matures on July 29, 2027. The outstanding principal and all accrued interest shall be amortized on a 60-month straight-line basis. The Company may prepay the principal and all accrued and unpaid interest on the note without penalty, in whole or in part; provided however, in no event before January 15, 2023, unless with the explicit prior written approval of the holder. The note contains customary events of default for a loan of this type. The note is guaranteed by BSNM, DSO, Nexus, GSP and Ceautamed and is secured by a security interest in all of the assets of the Company and such guarantors; provided that such security interest is subordinate to the rights of the lenders under any senior indebtedness (as defined in the note). As of September 30, 2023 the outstanding principal balance of the note was $2,217,853 the unamortized debt issuance cost was $186,548 and accrued interest was $413,189. During the nine months ended September 30, 2023, the Company recognized $63,477 of interest expense associated with the amortization of the debt issuance cost. Acquisition Notes On July 1, 2021, the Company issued a 6% secured subordinated promissory note in the principal amount of $3,000,000 to a related party, Sasson E. Moulavi (“Dr. Moulavi”), in connection with the acquisition of DSO. This note accrues interest at 6% per annum and the outstanding principal and interest will be amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule, with all amounts due and payable on July 1, 2024. On November 29, 2022, the Company entered into a letter agreement with Sasson E. Moulavi to amend the terms of the note. Pursuant to the letter agreement, the parties agreed to amend and restate the note to amend the amortization schedule, with the first payment deferred until February 15, 2023 and all amounts due and payable on August 15, 2024. In exchange for the agreement of Dr. Moulavi to enter into the letter agreement, the Company agreed to (i) issue to Dr. Moulavi 100,000 shares of common stock under the Company’s 2022 Equity Incentive Plan and (ii) pay to Dr. Moulavi a fee of $50,000 in cash, which shall be paid upon completion of the Company’s anticipated debt financing and is included in debt balance. The Company may prepay all or any portion of this note any time prior to maturity without premium or penalty. This note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of the assets of DSO; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. During the nine months ended September 30, 2023, the Company made principal cash payments of $150,000 and $196,000 for the new note. On May 25, 2023 the note was modified whereby $1,500,000 in principal amount of the note was converted to 6,727 shares of the Company’s series B preferred stock. The remaining $1,400,000 of principal plus accrued interest of $334,950 was converted into a new note with the same interest rate and maturity date. As of September 30, 2023, the outstanding principal balance of this note was $1,538,950 and accrued interest was $32,574. On November 8, 2021, the Company issued a 5% secured subordinated promissory note in the principal amount of $1,900,000 to related parties, Justin Francisco and Steven Rubert, in connection with the acquisition of Nexus. This note accrued interest at 5% per annum and the outstanding principal and interest was amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule attached to the note, with all amounts due and payable on November 8, 2024. On May 25, 2023, the note and accrued interest $12,966 was converted to 8,579 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. On July 29, 2022, the Company issued secured subordinated convertible promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bore interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On May 25, 2023, the note and accrued interest of $89,584 was converted to 10,458 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes shall bear interest at the rate of 5% per annum and mature on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. The outstanding principal and all accrued interest shall be amortized on a five-year straight-line basis and payable quarterly in accordance with the amortization schedule to the notes. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of September 30, 2023, the outstanding principal balance of these notes was $2,203,993, unamortized debt issuance cost was $0 and accrued interest was $196,552. On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $1,300,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bear interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum ninety (90) days from the date of the note; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On November 28, 2022, the Company entered into letter agreements with the holders of most of the notes to amend the terms of these notes. Pursuant to letter agreements, the parties agreed to extend the maturity date to June 1, 2023 and agreed to a seven month payment schedule, with the first payment due December 1, 2022. The parties also agreed to increase the default interest rate from 10% to 15%. The Company also agreed that if an event of default (as defined in the notes) has occurred and is continuing, then the Company shall not create any senior indebtedness (as defined in the notes) without the consent of the holders of a majority of the principal amount of the notes. In exchange for the agreement of the holders to enter into the letter agreements, the Company agreed to pay certain amendment fees as more particularly described in the letter agreements. On April 1, 2023, the Company entered into letter agreements with the holders of most of the notes, pursuant to which the Company agreed to pay the remaining balance of the notes in two payments on May 1, 2023 and June 1, 2023. One of the note holders agreed to settle the amount due to the holder for a lesser amount, resulting in a gain on extinguishment of debt of $60,764. In addition, the Company agreed to prepay a portion of the outstanding principal and accrued interest on the notes upon the occurrence of any of the following events: (i) in the event the Company receives any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, the Company must prepay $150,000 of the outstanding principal and accrued interest on the notes; (ii) in the event the Company or any its subsidiaries raise capital through the issuance of any convertible debentures, the Company must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the net proceeds from such financing; and (iii) in the event the Company or any of its subsidiaries consummates an equity or equity-linked capital raise with the assistance of an investment bank, the Company must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the proceeds raised by the Company or any of its subsidiaries, up to an aggregate amount of $350,000, plus any then overdue principal payments. The Company is in the process of negotiating a similar extension of one remaining note in the principal amount of $100,000. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of September 30, 2023, the outstanding principal balance of these notes was $90,000, unamortized debt issuance cost was $0 and accrued interest was $5,350. Other Promissory Notes and Cash Advances Promissory Notes On July 1, 2021, the Company entered into a loan agreement with Diamond Creek Capital, LLC for a term loan in the principal amount of up to $3,000,000. The loan bears interest at a rate of 15.0% per annum, provided that upon an event of default, such rate shall increase by 5%. The loan was due and payable on the earlier of July 1, 2022 or upon completion of the Company’s initial public offering (the “IPO”). The Company repaid $1,325,000 of the principal balance and $27,604 of the interest from the proceeds of the IPO. In connection with such repayment, the lender agreed that the remaining loan is due and payable on July 1, 2023. On April 20, 2023, the Company entered into a third amendment to the loan agreement, which provides that the Company shall make a payment towards the reduction of principal in the amount of $250,000 within two business days of the earlier to occur of the following events: (i) the Company receives any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, or (ii) the completion of a public offering of securities pursuant to a Registration Statement on Form S-3. In addition, within two business days following the completion of a public offering of securities pursuant to a Registration Statement on Form S-1, the Company agreed to pay in full all outstanding amounts owing under the loan agreement. The amendment also provides that following the payment of $250,000 described above, monthly payments of principal and interest pursuant to shall be an aggregate of $30,000 per month, until the amounts owing under the loan agreement are paid in full. The loan is secured by all of the Company’s assets and contains customary events of default. As of September 30, 2023, the outstanding principal balance of this note was $638,062 and accrued interest was $0. As of September 30, 2023, the Company was in compliance with the covenants related to this note. In 2018, the Company entered into an amended loan agreement and convertible promissory note for $200,000 with a third party. On September 30, 2023, the outstanding amount was $100,000 and accrued interest was $158,518. The amended loan agreement and convertible promissory note (convertible at fair value of shares) was in default at September 30, 2023. On October 12, 2022, the Company issued promissory notes in the principal amount of $258,000 to third parties. These promissory notes bear interest of 15% to 20% and are payable on December 2022 and January 2023. During the nine months ended September 30, 2023, the Company made various principal and interest payments on the notes. On May 26, 2023, only the remaining principal balance of $105,000 was converted into 489 shares of the Company’s series B preferred stock, the accrued interest was not converted. As of September 30, 2023, the outstanding principal balance was $0 and accrued interest was $14,329. On November 2, 2022, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bears interest at a rate of 12% and is due on demand. During the nine months ended September 30, 2023 the principal balance was paid in full, however the accrued interest was not paid. At September 30, 2023, the outstanding amount was $0 and accrued interest was $2,387. On December 6, 2022, the Company issued a promissory note to a board member in the principal amount of $30,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance of $30,000 as of May 26, 2023 was converted into 142 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. On December 21, 2022, the Company issued a promissory note to a board member in the principal amount of $100,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance of $100,000 as of May 26, 2023 was converted into 472 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. On February 8, 2023, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 232 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. On February 14, 2023, the Company issued a promissory note to a third party in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on demand. During the nine months ended September 30, 2023, the Company made various principal and interest payments on the notes. The remaining principal balance of $20,000 as of May 26, 2023 was converted into 93 shares of the Company’s series B preferred stock. At September 30, 2023, the outstanding amount was $0 and accrued interest was $992. On February 16, 2023, the Company issued a promissory note to a third party in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on August 26, 2023. The remaining principal balance as of May 26, 2023 was converted into 224 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. At September 30, 2023, the outstanding amount was $0 and accrued interest was $2,153. On March 7, 2023, the Company issued a promissory note to a board member in the principal amount of $137,000. This note bears interest at a rate of 12% and is due on demand. During the nine months ended September 30, 2023, the Company made various principal and interest payments on the notes. On May 26, 2023, $50,000 of principal and $1,137 of interest was converted 230 shares of into the Company’s series B preferred stock. At September 30, 2023, the outstanding amount was $51,294 and accrued interest was $4,086. On April 13, 2023, the Company issued a promissory note to a third party in the principal amount of $59,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023, was converted into 273 shares of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. On April 21, 2023, the Company issued a promissory note to a board member in the principal amount of $53,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $30,000 and accrued interest was $800. On June 22, 2023, the Company issued a promissory note to a board member in the principal amount of $118,000. This note bears interest at a rate of 17.5% and is due on demand. At September 30, 2023, the outstanding amount was $118,000 and accrued interest was $5,658. On July 12, 2023, the Company issued a promissory note to a third party in the principal amount of $25,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $25,000 and accrued interest was $658. On July 25, 2023, the Company issued a promissory note to a board member in the principal amount of $100,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $100,000 and accrued interest was $2,203. On August 10, 2023, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $50,000 and accrued interest was $838. On August 15, 2023, the Company issued a promissory note to a board member in the principal amount of $30,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $30,000 and accrued interest was $454. On August 24, 2023, the Company issued a promissory note to a third party in the principal amount of $60,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $60,000 and accrued interest was $0. On September 7, 2023, the Company issued a promissory note to a board member in the principal amount of $35,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $35,000 and accrued interest was $265. On September 14, 2023, the Company issued a promissory note to a third party in the principal amount of $100,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $100,000 and accrued interest was $526. On September 29, 2023, the Company issued a promissory note to a board member in the principal amount of $35,000. This note bears interest at a rate of 12% and is due on demand. At September 30, 2023, the outstanding amount was $35,000 and accrued interest was $12. A note from 2018 with a principal balance of $55,000 plus accrued interest of $24,776 was converted into 358 of the Company’s series B preferred stock which resulted in the note being fully paid at September 30, 2023. Cash Advances In June 2022, the Company entered into a cash advance agreement for $341,150 with a required repayment amount of $490,000, which required weekly payments of approximately $19,738. The cash advance agreement was fully paid at September 30, 2023. In July 2022, the Company entered into a cash advance agreement for $650,000 with a required repayment amount of $897,750, which requires weekly payments of approximately $40,806. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $50,814. At September 30, 2023, the outstanding amount was $147,500. In August 2022, the Company entered into a cash advance agreement for $100,000 with a required repayment amount of $146,260, which requires weekly payments of approximately $6,200. At September 30, 2023, the outstanding amount was $4,360. In September 2022, the Company entered into a cash advance agreement for $243,750 with a required repayment amount of $372,500, which requires weekly payments of approximately $15,000. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $37,500. At September 30, 2023, the outstanding amount was $24,979. In November 2022, the Company entered into cash advance agreements for an aggregate of $592,236 with an aggregated required repayment amount of $994,460, which requires weekly payments of approximately $52,422. In June 2023, the Company agreed to a settlement with one of the agreements for a lesser amount resulting in a gain on extinguishment of $63,968. At September 30, 2023, the outstanding amount was $83,037. In December 2022, the Company entered into cash advance agreements for $293,000 with a required repayment amount of $439,207, which requires weekly payments of approximately $39,905. At September 30, 2023, the outstanding amount was $8,271. In January 2023, the Company entered into cash advance agreements for $387,000 with a required repayment amount of $593,604, which required weekly payments of approximately $39,980. The cash advance agreements were fully satisfied with payments and a settlement resulting in a gain on extinguishment of $33,579 at September 30, 2023. In June 2023, the Company refinanced the January 2023 agreements with balances of $284,029 and entered into cash advance agreements and received an additional $107,071 with a required repayment amount of $652,065, which requires weekly payments of approximately $48,625. At September 30, 2023, the outstanding amount was $76,670 and unamortized debt issuance cost of $20,994. In July 2023, the Company entered into cash advance agreements for $74,950 with a required repayment amount of $74,950 which requires weekly payments of approximately $7,495. At September 30, 2023, the outstanding amount was $38,974. In August 2023, the Company refinanced an agreement from June 2023, as a result the Company received an additional $48,030. At September 30, 2023, the outstanding amount was $514,670 and unamortized debt issuance cost of $219,172. Equipment Financing Loan In May 2022, the Company entered into an equipment financing loan for $146,765 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on April 1, 2027. At September 30, 2023, the outstanding amount was $114,511 In August 2022, the Company entered into an equipment financing loan for $35,050 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on August 1, 2027. At September 30, 2023, the outstanding amount was $29,495. In July 2022, the Company entered into an equipment financing loan for $8,463 used for the purchase of equipment within Ceautamed’s operations. At September 30, 2023, the outstanding amount was $4,873. Revolving Lines of Credit In 2021, DSO entered into two revolving lines of credit with a bank, which permit borrowings up to $958,000 and bear interest at 9.49% with no expiration date. As of September 30, 2023, the outstanding principal balance of these lines of credit was $124,051. In August 2022, Ceautamed entered into a revolving line of credit with a bank, which permits borrowings up to $50,000 and bears interest at 45.09% with no expiration date. In 2023, the Company borrowed an additional $43,000. As of September 30, 2023, the outstanding principal balance of these lines of credit was $50,337. In September 2022, DSO entered into a revolving line of credit with a bank, which permits borrowings up to $70,000 and bears interest at 9.49% with no expiration date. As of September 30, 2023, the outstanding principal balance of this line of credit was $16,544. In September 2023, DSO entered into a merchant loan agreement for $110,740. Repayment amounts are 17% of the daily account credits processed through the provider until the loan amount is paid in full. As of September 30, 2023, the outstanding principal balance was $110,740. EIDL Loan In June 2020, pursuant to the economic injury disaster loan (“EIDL”) program under the under the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Company entered into a promissory note with the U.S. Small Business Administration (the “SBA”) with a principal amount of $300,000. This loan matures in 30 years and bears interest at a rate of 3.75%. The loan is secured by all of the Company’s assets. As of September 30, 2023, the outstanding principal balance of this loan was $300,000 and accrued interest was $36,781. PPP Loans In February 2021, the Company received an additional $261,164 in PPP loans under the CARES Act. This loan bears interest at a rate of 1% per annum and matures in April 2025. As of September 30, 2023, the outstanding balance of this loan was $197,457 and accrued interest was $9,927. Total Debt Debt is comprised of the following components as of September 30, 2023: Original issue discount subordinated debentures $ 4,252,947 Original issue discount secured subordinated note 2,217,853 Acquisition notes 3,832,943 Promissory notes and cash advances 2,270,917 Revolving lines of credit 301,672 Equipment financing loan 148,879 EIDL loan 300,000 PPP loans 197,457 13,522,668 Debt issuance costs (613,138 ) Debt, net 12,909,530 Debt, current 4,878,552 Debt issuance costs, current (474,090 ) Current portion of debt, net 4,404,462 Debt, non-current 8,644,116 Debt issuance costs, non-current (139,048 ) Non-current portion of debt, net $ 8,505,068 The Company was not in compliance will all debt covenants as of September 30, 2023, but waivers of non-compliance were obtained for all such debt, except as disclosed. Balance at December 31, 2022 $ 20,558,246 Proceeds from new debt issued in 2023 2,749,791 Repayment of principal during 2023 (5,317,833 ) Amortization of debt discounts 1,150,800 Stock issued for conversion of principal of debt (6,266,895 ) Gain on extinguishment of debt in 2023 (273,058 ) Conversion of interest to notes payable 334,950 Conversion of principal to accrued expenses (26,471 ) Balance at September 30, 2023 $ 12,909,530 The future contractual maturities of the debt are as follows: For the Year Ended December 31: 2023 (remainder of year) $ 4,404,462 2024 5,197,804 2025 2,046,449 2026 517,178 2027 531,356 Thereafter 212,281 Total $ 12,909,530

Concentrations of Credit Risks

Concentrations of Credit Risks	9 Months Ended
	Sep. 30, 2023
Concentrations of Credit Risks [Abstract]
Concentrations of Credit Risks	Note 9 — Concentrations of Credit Risks Credit Risks Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company maintains bank accounts with several financial institutions. Concentrations of credit risk with respect to accounts receivable are limited to the dispersion of customers across different industries and geographic regions. Cash The Company places its cash with high credit quality financial institutions. At September 30, 2023 and December 31, 2022, the Company had no cash balances in excess of the Federal Deposit Insurance Corporation coverage of $250,000 per institution. The Company has not experienced any losses in such accounts. Major Customers For the nine months ended September 30, 2023 and 2022, the Company had two significant customers representing an aggregate of 54% and 41% of revenues and three that make up 52% and 66% of the accounts receivable balance, respectively. For the three months ended September 30, 2023 and 2022, the Company had two and two significant customers representing an aggregate of 64% and 41% of revenues and three that make up 52% and 66% of the accounts receivable balance, respectively. The Company’s officers are closely monitoring the relationships with all customers. Major Vendors For the nine months ended September 30, 2023, the Company had one major supplier representing 16% of purchases, respectively. The Company had no major suppliers for the nine months ended September 30, 2022. For the three months ended September 30, 2023 and 2022, the Company had one major supplier representing 17% and 10% of purchases, respectively. The Company’s officers are closely monitoring the relationships with all significant suppliers.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Taxes [Abstract]
Income Taxes	Note 10 — Income Taxes The Company has evaluated the positive and negative evidence in assessing the realizability of its deferred tax assets. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax planning strategies to determine which deferred tax assets are more likely than not to be realized in the future. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At September 30, 2023 and December 2022, the Company had no At September 30, 2023, the Company had net operating loss carry forwards for federal income tax purposes of approximately $17.2 million, which will be available to offset future taxable income. The tax carryforwards have an indefinite life.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2023
Stockholders’ Equity [Abstract]
Stockholders' Equity	Note 11 — Stockholders’ Equity Series A Preferred Stock During the nine months ended September 30, 2023, the remaining 1,000 shares of the series A preferred stock was converted into 3,334 shares of the Company’s common stock. Series B Preferred Stock On May 25, 2023, the Company filed a certificate of designation with the Nevada Secretary of State to establish its series B preferred stock. The Company designated a total of 5,000,000 shares of its preferred stock as series B preferred stock. The series B preferred stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions: Dividend Rights. Liquidation Rights Voting Rights Conversion Rights ($223) In May 2023, the Company issued 34,001 shares of series B preferred stock as settlement of debt, accrued interest, accrued compensation, and accrued board fees for a total value of $7,488,877. In June 2023, the Company issued 817 shares of series B preferred stock as settlement of accrued interest totaling $182,153. Common Stock On February 16, 2022, the Company entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to its IPO of units, each unit consisting of one share of common stock, a series A warrant to purchase one share of common stock and a series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, the Company agreed to sell 3,200 units to the underwriters, at a purchase price per unit of $4,095.00 (the offering price to the public of $4,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 480 additional shares of common stock, up to 480 additional series A warrants, and/or up to 480 additional series B warrants, in any combination thereof, at a purchase price to the public of $4,491.00 per share and $4.50 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any. On February 18, 2022, the closing of the IPO was completed. At the closing, the underwriters partially exercised the option and purchased 459 series A warrants and 459 series B warrants. Therefore, the Company sold 3,200 shares of common stock, 3,659 series A warrants and 3,659 series B warrants for total gross proceeds of $14,404,128. After deducting the underwriting commission and expenses, the Company received net proceeds of $12,738,288. On February 18, 2022, the Company issued 859 shares of common stock upon the conversion of the 5% secured subordinated convertible promissory note in the principal amount of $1,900,000 along with interest of $32,500 issued to Justin Francisco and Steven Rubert in connection with the acquisition of Nexus. On February 18, 2022, the Company issued 1,385 shares of common stock upon the conversion of the 6% secured subordinated convertible promissory note in the principal amount of $3,000,000 along with interest of $116,000 issued to Sasson E. Moulavi in connection with the acquisition of DSO. On February 18, 2022, the Company issued 511 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $500,000 along with interest of $74,583 issued to East West Capital LLC. On February 18, 2022, the Company issued 95 additional shares of common stock to the stockholders of GSP and 33 additional shares of common stock to certain vendors of GSP in accordance with the terms of the contribution and exchange agreement described above. Based on the IPO share allocation of the unit, it was determined that the Company would issue the additional 95 shares. On February 18, 2022, the Company issued an aggregate of 4,820 shares of common stock to various lenders pursuant to future equity agreements which required the Company to issue shares of common stock upon closing of the IPO, which resulted in an interest expense of $10,844,960. In February through March 2022, the Company issued 2,755 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $2,250,000 along with interest of $292,500 issued to several debt holders. On March 10, 2022, the Company granted restricted stock awards for an aggregate of 1,949 shares of common stock to certain directors, officers, and consultants. A total of 1,505 of these shares vested in full on the date of grant. The remaining 445 shares, which were granted to independent directors, vest monthly over a one-year period which were recorded as a prepaid of $46,900 at December 31, 2022. A total of 520 of these shares were granted under the 2020 Stock Incentive Plan described below. The remaining 734 were granted under the 2022 Equity Incentive Plan described below. The shares, valued at $822,626, were based on the closing trading price per share of $422.10 on the date of the grant. On April 17, 2023, the Company issued 556 shares of common stock as compensation for amending the license agreement associated with Sports Illustrated Nutrition. On May 4, 2023, a shareholder converted 1,000 shares of series A preferred stock into 3,334 shares of common stock. On May 2, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 10,512 shares of common stock and a pre-funded warrant to purchase up to 20,667 shares of common stock at an exercise price of $0.0009, at an offering price per share and pre-funded warrant of $28.845 and $28.844, respectively. In addition, under the securities purchase agreement, the Company agreed to issue to the investor a warrant to purchase up to 31,178 shares of common stock at an exercise price of $27.72 per share in a concurrent private placement. At closing, the investor exercised the pre-funded warrant in full. Accordingly, the Company issued to the investor 31,178 shares of common stock and a warrant to purchase up to 31,178 shares of common stock at an exercise price of $27.72 per share for total gross proceeds of $899,326 and net proceeds of $776,933. H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. The Company also agreed to reimburse the Placement Agent $30,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, the Company issued to the Placement Agent warrants to purchase up to 2,339 shares of common stock at an exercise price of $36.0564 per share (or 125% of the offering price). On May 17, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering 22,889 shares of common stock and a pre-funded warrant to purchase up to 42,100 shares of common stock at an exercise price of $0.0009, at an offering price per share and pre-funded warrant of $24.39 and $24.3891, respectively. In addition, under the securities purchase agreement, the Company agreed to issue to the investor a warrant to purchase up to 64,988 shares of common stock at an exercise price of $23.31 per share in a concurrent private placement. At closing, the investor exercised the pre-funded warrant in full. Accordingly, the Company issued to the investor 64,988 shares of common stock and a warrant to purchase up to 64,988 shares of common stock at an exercise price of $23.31 per share for total gross proceeds of $1,585,057 and net proceeds of $1,374,367. The Placement Agent acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. The Company also agreed to reimburse the Placement Agent $60,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, the Company issued to the Placement Agent warrants to purchase up to 4,875 shares of common stock at an exercise price of $30.4875 per share (or 125% of the offering price). On May 24, 2023, the Company issued 556 shares of common stock to a note holder as compensation for amending the note. On August 29, 2023, the Company issued 15,083 shares of common stock to a note holder as compensation for amending the note. During the nine months ended September 30, 2023, the Company issued 429,214 shares of common stock upon exercise of warrants. Stock Options and Warrants In September 2020, the Company adopted its 2020 Incentive Plan (the “2020 Plan”) under which the Company is authorized to issue awards for up to 4,445 shares of common stock to directors, officers, employees, and consultants who provide services to the Company. Awards that may be granted include incentive stock options, non-qualified stock options and awards of restricted stock. At September 30, 2023 and December 2022, there were 10 shares of common stock available for issuance under the 2020 Plan. The Company did not issue any other stock options under the 2020 Plan during the nine months ended September 30, 2023. In January 2022, the Company adopted its 2022 Equity Inventive Plan (the “2022 Plan”) under which the Company is authorized to issue awards for up to 333,334 shares of common stock to directors, officers, employees, and consultants who provide services to the Company. Awards that may be granted include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards and performance compensation awards. At September 30, 2023, there were 31,250 shares of common stock available for issuance under the 2022 Plan. On August 12, 2022, the Company issued stock options to employees under the 2022 Plan for an aggregate of 2,518 shares of common stock. The stock options have an exercise price of $283.50 per share, will vest quarterly over a three-year period and expire ten (10) years after the date of issuance; provided that an option granted to Alfonso J. Cervantes, Jr., the Company’s Executive Chairman, for the purchase of 667 shares of common stock has an exercise price of $311.85 per share and expires five (5) years after the date of issuance. The Company did not issue any other stock options under the 2022 Plan during the nine months ended September 30, 2023. The Company recognized $765,588 and $0 The series A warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,050.00 per share and may be exercised on a cashless basis if the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement. The exercise price and number of shares of common stock issuable upon exercise of the series A warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger, or consolidation. The series B warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,500.00 per share and may be exercised on a cashless basis, whereby the holder will receive one share of common stock for each series B warrant exercised. As of September 30, 2023, 3,199 of the series B warrants were exercised on a cashless basis and the Company issued 3,199 shares of common stock upon such exercise. In the nine months ended September 30, 2023 and 2022, warrant holders exercised an aggregate of 429,214 and 3,199 shares, respectively. In the three months ended September 30, 2023 and 2022 warrant holders exercised an aggregate of 129,598 and 4, respectively. The warrant terms include a fundamental transaction clause whereby there is a change in control of the ownership of the company outside the control of the company – such as an unsolicited takeover of the company by an outsider – the holder of the warrant can demand either the fair value of the warrants in cash ( using a Black Scholes formula ) or common stock in the successor entity. The following is a summary of options and warrants granted, exercised, forfeited and outstanding during the nine months ended September 30, 2023: 2023-Stock Options 2023-Warrants Number of Weighted Number of Weighted Outstanding at January 1, 2023 5,729 $ 150.93 502,009 $ 184.23 Granted 299,167 3.14 918,363 15.93 Exercised — — 429,214 1.53 Forfeited 385 0.36 16,645 0.09 Outstanding at September 30, 2023 304,511 $ 6.29 974,513 $ 110.59 Exercisable at September 30, 2023 147,942 974,513 2022-Stock Options 2022-Warrants Number of Weighted Number of Weighted Outstanding at January 1, 2022 3,223 $ 4.50 32,894 $ 52.11 Granted 2,951 283.50 7,517 63.00 Exercised 435 4.50 3,198 — Forfeited 10 4.50 613 — Outstanding at September 30, 2022 5,729 $ 148.50 36,599 $ 59.76 Exercisable at September 30, 2022 2,778 36,599 Valuation Assumptions for Stock Options and Warrants The fair value of each option and warrant issued in 2023 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 2.86 – 4.30 % Expected volatility 53 % Expected life (years) 5-10 Dividend yield 0 % The expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns. The risk-free rate is based on the U.S. Treasury yield constant maturity in effect at the time of grant for periods corresponding with the expected life of the option.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 12 — Commitments and Contingencies From time to time, the Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 13 — Related Party Transactions The Company entered into debt with related parties which are reflected in Note 8. The Company is party to a management services agreement with Trilogy Capital Group, LLC (“Trilogy”), a company controlled by the Company’s Executive Chairman. For the nine months ended September 30, 2023 and 2022, the Company paid Trilogy $46,686 and $0, respectively, and for the three months ended September 30, 2023 and 2022, the Company paid Trilogy $19,139 and $0, respectively, for services rendered under a consulting agreement which are reflected in the statements of operations as consulting fees – related parties.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 14 — Subsequent Events In accordance with ASC 855, Subsequent Events, the Company has reviewed its operations subsequent to September 30, 2023 to the date these condensed consolidated financial statements were issued, and has determined that, except as set forth below, it does not have any material subsequent events to disclose in these financial statements. On October 18, 2023, the Company issued 29,130 shares of common stock upon the cashless exercise of warrants. On October 23, 2023, the Company issued an aggregate of 95,234 shares of common stock upon the conversion of an aggregate of 8,579 shares of series B preferred stock. On October 30, 2023, the Company issued 21,631 shares of common stock upon the cashless exercise of warrants. Following the reverse stock split on October 27, 2023, the Company issued 19,071 shares of common stock related to the rounding of fractional shares.

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended
	Sep. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements reflect the consolidated operations of SMFL and its wholly owned subsidiaries BSNM, DSO, DSO Canada, Nexus, GSP, and Ceautamed (collectively the “Company”) and are prepared in the United States Dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation.
Basis of Presentation	Basis of Presentation The Company’s fiscal year end is December 31. The Company uses the accrual method of accounting. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. The December 31, 2022 balance sheet has been derived from audited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 and 2022 have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. The unaudited financial information included in this report includes all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results of the full fiscal year. The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s financial statements for the fiscal year ended December 31, 2022. The December 31, 2022 condensed consolidated balance sheet reflected within the accompanying condensed consolidated financial statements reflects a change for a correction of an immaterial error. The error pertains to the classification of assets acquired in the acquisitions of Nexus and Ceautamed. A reclassification of $4,464,100 from intangible assets to goodwill is reflected within these condensed consolidated financial statements. On April 24, 2023, the Company effected a 1-for-50 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. On August 2, 2023, the Company effected a 1-for-3 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased to 166,666,667 shares. On October 27, 2023, the Company effected a 1-for-3 reverse stock split. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased to 55,555,556 shares.
Liquidity, Capital Resources and Going Concern	Liquidity, Capital Resources and Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses and has a deficiency in working capital of approximately $11.4 million at September 30, 2023, a net loss for the nine months ended September 30, 2023 of $12.8 million, and cash used in operating activities of $5.1 million, which raises substantial doubt about its ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. The Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
Use of Estimates	Use of Estimates The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include, among other items, assessing the collectability of receivables, the realization of deferred taxes, useful lives and recoverability of tangible and intangible assets, assumptions used in the valuation of options and warrants, the computation of revenue based on the proportional delivery of services, and accruals for commitments and contingencies. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates.
Cash Equivalents	Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three (3) months or less to be cash equivalents. At September 30, 2023 and December 31, 2022, there were no cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts The Company’s allowance for doubtful accounts represents the Company’s estimate for uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability, as well as management’s past experience with the customers. Accounts receivables are presented net of an allowance for doubtful accounts of $78,947 and $57,581 at September 30, 2023 and December 31, 2022, respectively.
Inventory	Inventory Inventory consists of raw materials, packaging materials, and finished goods and is valued at the lower of cost (first-in, first-out) (replacement cost or net realizable value). An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. The Company primarily performs its manufacturing for functional foods and nutraceuticals in the form of bars, cookies, powders, tablets and capsules. The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible the Company’s estimate of the allowance for obsolescence will change in the near term.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company provides for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-7 years.
Goodwill	Goodwill The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The Company evaluates its reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on December 31 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit. No goodwill impairments were recognized during the three and nine months ended September 30, 2023 and 2022.
Intangible Assets	Intangible Assets Intangible assets consist of customer contracts, developed technology, non-compete agreements, license agreements, patents, tradenames, supplier contracts, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP, and Ceautamed. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years.
Long-Lived Assets	Long-Lived Assets The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. The Company recognized an impairment related to the affiliate relationships associated with the Nexus subsidiary of $466,737, and $0 for the nine months ended September 30, 2023 and 2022, respectively.
Lease Right-of-Use Assets and Liabilities	Lease Right-of-Use Assets and Liabilities The Company records a right-of-use (“ROU”) asset and lease liability on the condensed consolidated balance sheets for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition.
Related Parties	Related Parties The Company follows Accounting Standards Codification (“ASC”) 850, “Related Party Disclosures,”
Debt Issuance Costs	Debt Issuance Costs In accordance with ASC 835-30, Other Presentation Matters, the Company has reported debt issuance cost as a deduction from the carrying amount of debt and amortizes these costs using the effective interest method over the term of the debt as interest expense.
Fair Value Measurement	Fair Value Measurement Under ASC Topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels to the hierarchy based on the reliability of inputs, as follows: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active. Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. The Company’s cash and cash equivalents are measured using Level 1 inputs and include cash on hand, deposits in banks, certificates of deposit and money market funds. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents. The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 6 —Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value. Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. In the evaluation of the estimated value of such assets, data for determining the value of the estimates are utilized based on the relevant facts and circumstances. The use of different market assumptions may have a material effect on the estimated fair value amounts.
Revenue Recognition	Revenue Recognition The Company evaluates and recognizes revenues by: ● identifying the contract(s) with the customer, ● identifying the performance obligations in the contract, ● determining the transaction price, ● allocating the transaction price to performance obligations in the contract; and ● recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”). Products (BSNM, DSO, GSP, and Ceautamed) The Company generates product revenues by manufacturing and packaging of nutraceutical products as a contract manufacturer for customers. The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company records deferred revenues for prepaid amounts from customers due to no performance obligations being met at such time. The Company did not have any material unsatisfied performance obligations at September 30, 2023 or December 31, 2022. Distribution expenses to transport the Company’s products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses. Advertising /Marketing (Nexus) Nexus generates advertising revenue when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales. Nexus’ general payment terms are short-term in duration. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at September 30, 2023 or December 31, 2022.
Freight	Freight Freight costs are recorded in cost of goods sold as incurred. Freight costs for the nine months ended September 30, 2023 and 2022 amounted to $231,897 and $754,909, respectively. Freight costs for the three months ended September 30, 2023 and 2022 were $61,952 and $226,063, respectively.
Advertising	Advertising Advertising costs are expensed as incurred. Advertising costs for the nine months ended September 30, 2023 and 2022 were $1,369,031 and $1,618,467, respectively. Advertising costs for the three months ended September 30, 2023 and 2022 were $501,874 and $621,841, respectively.
Paycheck Protection Program	Paycheck Protection Program The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor.
Stock-based Compensation	Stock-based Compensation The Company recognizes expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date and valued using a Black-Scholes option pricing model to determine the fair market value of the stock options and warrants. Forfeitures are reduced from options and warrants outstanding and the Company calculates the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. The Company then compares the recorded expense to the tax deduction received for each stock option and warrant grant. The Company’s policy is to recognize forfeitures as they occur.
Income Taxes	Income Taxes The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At September 30, 2023 and December 31, 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s tax years subject to examination by tax authorities generally remain open for three (3) years from the date of filing. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Due to the continued losses, the Company has recorded a full valuation allowance at the end of September 30, 2023 and December 31, 2022.
Employee Retention Credits	Employee Retention Credits In accordance with the 2022 CARES Act, the Company filed for Employee Retention Credits for applicable periods in 2020 and 2021. As amounts to be refunded are subject to IRS calculations, and the timing for processing of the credits are unknown, the Company recognizes as other income amounts refunded upon the receipt of the payment. During the nine months ended September 30, 2023 and 2022 the Company received $586,556 and $0, respectively.
Net Loss Per Share	Net Loss Per Share Basic and diluted net loss per share of common stock for the three and nine months ended September 30, 2023, and 2022 was determined by dividing net loss by the weighted average shares of common stock outstanding during the period. The Company’s potentially dilutive shares, consisting of 974,513 warrants and 304,511 stock options, have not been included in the computation of dilutive net loss per share for the 2023 periods as the result would be antidilutive. The Company’s potentially dilutive shares, consisting of 483,174 warrants and 8,334 stock options, have not been included in the computation of dilutive net loss per share for the 2022 periods as the result would be antidilutive.
Recent Accounting Standards Not Yet Adopted	Recent Accounting Standards Not Yet Adopted On August 5, 2020, the Financial Accounting Standards Board (“FASB”) issued 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),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company is evaluating the impact the adoption will have on the financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments”, which has been subsequently amended (“ASU 2016-13”). This updated accounting guidance significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 will require immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on trade receivables, loans and other financial instruments. This update is effective for the Company’s fiscal year beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new standard on January 1, 2023, and the adoption had no material impact on the Company's consolidated financial statements.

Correction of Prior Period Im_2

Correction of Prior Period Immaterial Errors (Tables)	9 Months Ended
	Sep. 30, 2023
Correction of Prior Period Immaterial Errors [Abstract]
Schedule of Consolidated Balance Sheet	Consolidated Balance Sheet as of December 31, 2022 As PPA Corrections As Adjusted Intangible assets, net $ 20,936,258 $ (340,100 ) $ (4,134,000 ) $ 16,462,158 Goodwill 1,342,000 340,100 4,134,000 5,816,100 As PPA Corrections As Adjusted Intangible assets, net $ 20,326,040 $ (340,100 ) $ (4,134,000 ) $ 15,851,940 Goodwill 1,342,000 340,100 4,134,000 5,816,100

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2023
Inventory [Abstract]
Schedule of Inventory	Inventory consisted of the following: September 30, December 31, Raw materials $ 541,520 $ 644,202 Packaging materials 906,386 946,884 Finished goods 438,476 1,074,415 Inventory in transit 101,348 — $ 1,987,730 $ 2,665,501

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2023
Property and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following: Estimated September 30, December 31, Furniture and fixtures 7 $ 9,139 $ 9,139 Equipment – manufacturing 5 1,346,152 1,342,702 Building and equipment 5 3,839 3,840 Leasehold improvements 3.5 90,099 90,099 1,449,229 1,445,780 Less: accumulated depreciation and amortization (1,137,757 ) (963,561 ) Property and equipment, net $ 311,472 $ 482,219

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2023
Intangible Assets [Abstract]
Schedule of Intangible Assets	Intangible assets consisted of the following: Estimated September 30, December 31, Customer contracts 7-10 $ 6,375,525 $ 6,842,262 Developed technology 15 1,660,000 1,660,000 Non-compete agreements 3 840,000 840,000 Patents 5-10 2,950,000 2,950,000 Tradename 10-15 4,170,000 4,170,000 Supplier contracts 10 1,800,000 1,800,000 Licenses agreements 5 584,220 584,220 Total intangible assets 18,379,745 18,846,482 Less: amortization (4,038,000 ) (2,384,324 ) Intangibles, net $ 14,341,745 $ 16,462,158
Schedule of the Changes to Each of the Intangible Assets	The table below identifies the changes to each of the intangible assets as a result of the PPAs obtained related to the Nexus and Ceautamed acquisitions. December 31, PPA Adjustments December 31, Customer contracts $ 17,046,076 $ (10,203,814 ) $ 6,842,262 Developed technology 1,570,000 90,000 1,660,000 Non-compete agreements 1,595,530 (755,530 ) 840,000 Patents 230,000 2,720,000 2,950,000 Tradename 2,010,000 2,160,000 4,170,000 Intellectual property 385,199 (385,199 ) — Supplier contracts — 1,800,000 1,800,000 Licenses agreements 584,220 — 584,220 Total intangible assets $ 23,421,025 $ (4,574,543 ) $ 18,846,482
Schedule of Future Amortization	The future amortization is as follows: Years Ending December 31: 2023 (remainder of year) $ 569,537 2024 2,278,242 2025 1,918,440 2026 1,354,076 2027 1,236,022 Thereafter 6,985,428 Total $ 14,341,745

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases [Abstract]
Schedule of Right of Use Assets and Lease Liabilities	The following provides information about the Company’s right of use assets and lease liabilities for its operating and finance leases as of September 30, 2023 and December 31, 2022: Balance Sheet classification September 30, December 31, Right of use assets Operating leases Operating leases right-of-use asset $ 2,421,550 $ 2,672,866 Lease liabilities Current Operating leases Operating lease liabilities, current portion 347,852 303,819 Noncurrent Operating leases Operating lease liabilities, non-current portion 2,157,344 2,423,446 Total lease liabilities $ 2,505,196 $ 2,727,265
Schedule of Lease Costs	The components of the Company’s lease costs for the nine months ended September 30, 2023 and 2022 are as follows: Income Statement Classification September 30, September 30, Rent expense General and administration $ 431,227 $ 492,142
Schedule of Supplemental Cash Flow Information Related	Supplemental cash flow information related to Company’s leases for the nine months ended September 30, 2023: Operating Cash paid for amounts included in the measurement of lease liabilities $ 431,227
Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate	Weighted average remaining lease term and weighted average discount rate for the Company’s leases as of September 30, 2023: Operating Weighted average remaining term (in years) 4.84 Weighted average discount rate 12.00 %
Schedule of Annual Maturity Analysis of the Company’s Lease Liabilities	Annual maturity analysis of the Company’s lease liabilities as of September 30, 2023: Operating 2023 $ 156,089 2024 633,037 2025 651,828 2026 671,213 2027 658,622 Thereafter 636,776 Total payments 3,407,565 Less: interest (902,369 ) Present value of lease liability 2,505,196 Less: Current portion of lease liabilities (347,852 ) Noncurrent portion of lease liabilities $ 2,157,344

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt [Abstract]
Schedule of Debt	Debt is comprised of the following components as of September 30, 2023: Original issue discount subordinated debentures $ 4,252,947 Original issue discount secured subordinated note 2,217,853 Acquisition notes 3,832,943 Promissory notes and cash advances 2,270,917 Revolving lines of credit 301,672 Equipment financing loan 148,879 EIDL loan 300,000 PPP loans 197,457 13,522,668 Debt issuance costs (613,138 ) Debt, net 12,909,530 Debt, current 4,878,552 Debt issuance costs, current (474,090 ) Current portion of debt, net 4,404,462 Debt, non-current 8,644,116 Debt issuance costs, non-current (139,048 ) Non-current portion of debt, net $ 8,505,068
Schedule of Debt Covenants	The Company was not in compliance will all debt covenants as of September 30, 2023, but waivers of non-compliance were obtained for all such debt, except as disclosed. Balance at December 31, 2022 $ 20,558,246 Proceeds from new debt issued in 2023 2,749,791 Repayment of principal during 2023 (5,317,833 ) Amortization of debt discounts 1,150,800 Stock issued for conversion of principal of debt (6,266,895 ) Gain on extinguishment of debt in 2023 (273,058 ) Conversion of interest to notes payable 334,950 Conversion of principal to accrued expenses (26,471 ) Balance at September 30, 2023 $ 12,909,530
Schedule of Future Contractual Maturities of the Debt	The future contractual maturities of the debt are as follows: For the Year Ended December 31: 2023 (remainder of year) $ 4,404,462 2024 5,197,804 2025 2,046,449 2026 517,178 2027 531,356 Thereafter 212,281 Total $ 12,909,530

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2023
Stockholders’ Equity [Abstract]
Schedule of Options and Warrants Granted, Exercised, Forfeited and Outstanding	The following is a summary of options and warrants granted, exercised, forfeited and outstanding during the nine months ended September 30, 2023: 2023-Stock Options 2023-Warrants Number of Weighted Number of Weighted Outstanding at January 1, 2023 5,729 $ 150.93 502,009 $ 184.23 Granted 299,167 3.14 918,363 15.93 Exercised — — 429,214 1.53 Forfeited 385 0.36 16,645 0.09 Outstanding at September 30, 2023 304,511 $ 6.29 974,513 $ 110.59 Exercisable at September 30, 2023 147,942 974,513 2022-Stock Options 2022-Warrants Number of Weighted Number of Weighted Outstanding at January 1, 2022 3,223 $ 4.50 32,894 $ 52.11 Granted 2,951 283.50 7,517 63.00 Exercised 435 4.50 3,198 — Forfeited 10 4.50 613 — Outstanding at September 30, 2022 5,729 $ 148.50 36,599 $ 59.76 Exercisable at September 30, 2022 2,778 36,599
Schedule of Option and Warrant	The fair value of each option and warrant issued in 2023 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions: Risk-free interest rate 2.86 – 4.30 % Expected volatility 53 % Expected life (years) 5-10 Dividend yield 0 %

Description of Business (Detail

Description of Business (Details) - m²						1 Months Ended
	Dec. 06, 2021	Nov. 08, 2021	Jul. 01, 2021	Oct. 08, 2019	Mar. 08, 2018	Jul. 29, 2022	May 19, 2022	Sep. 30, 2023	Aug. 15, 2022	Nov. 24, 2020
Description of Business [Line Items]
Percentage of acquired agreement				49%
Square-foot FDA-certified manufacturing facility (in Square Meters)								30,000		22,000
Smart Acquisition Group, LLC [Member]
Description of Business [Line Items]
Subsidiary company									50%
Stuart Benson [Member]
Description of Business [Line Items]
Subsidiary company									50%
Millenium Natural Manufacturing Corp. [Member]
Description of Business [Line Items]
Acquired percentage					51%
Doctors Scientific Organica, LLC [Member]
Description of Business [Line Items]
Acquired percentage			100%
Lavi Enterprises, LLC [Member]
Description of Business [Line Items]
Acquired percentage							100%
Nexus Offers, Inc. [Member]
Description of Business [Line Items]
Acquired percentage		100%
GSP Nutrition Inc. [Member]
Description of Business [Line Items]
Acquired percentage	100%
Ceautamed Worldwide, LLC [Member]
Description of Business [Line Items]
Acquired percentage						100%

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

Oct. 27, 2023

Aug. 02, 2023

Apr. 24, 2023

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Summary of Significant Accounting Policies (Details) [Line Items]

Intangible assets to goodwill

$ 4,464,100

Reverse stock split

1-for-3

1-for-50

Working capital

$ 11,400,000

Net loss

$ (4,344,107)

$ (4,219,997)

$ (4,284,315)

$ (1,947,721)

$ (3,385,195)

$ (16,574,477)

(12,848,419)

$ (21,907,393)

Cash used in operating activities

(5,065,754)

(7,491,867)

Net of an allowance for doubtful accounts

78,947

78,947

$ 57,581

Impairment

466,737

0

Freight costs

61,952

226,063

231,897

754,909

Advertising costs

$ 501,874

$ 621,841

1,369,031

1,618,467

Employee retention credits received

$ 586,556

$ 0

Minimum [Member]

Summary of Significant Accounting Policies (Details) [Line Items]

Common stock reverse split (in Shares)

55,555,556

166,666,667

Estimated useful lives

3 years

3 years

Maximum [Member]

Summary of Significant Accounting Policies (Details) [Line Items]

Estimated useful lives

7 years

7 years

Other Intangible Assets [Member] | Minimum [Member]

Summary of Significant Accounting Policies (Details) [Line Items]

Estimated useful lives

3 years

3 years

Other Intangible Assets [Member] | Maximum [Member]

Summary of Significant Accounting Policies (Details) [Line Items]

Estimated useful lives

15 years

15 years

Warrant [Member]

Summary of Significant Accounting Policies (Details) [Line Items]

Warrants (in Shares)

483,174

974,513

Share-Based Payment Arrangement, Option [Member]

Summary of Significant Accounting Policies (Details) [Line Items]

Stock options (in Shares)

8,334

304,511

Correction of Prior Period Im_3

Correction of Prior Period Immaterial Errors (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Correction of Prior Period Immaterial Errors [Line Items]
Amortization	$ 67,075		$ 279,575
Finite-Lived Intangible Assets [Member]
Correction of Prior Period Immaterial Errors [Line Items]
Amortization		$ 346,768
Corrections [Member]
Correction of Prior Period Immaterial Errors [Line Items]
Intangible assets			$ 4,134,000
PPA Finalization [Member]
Correction of Prior Period Immaterial Errors [Line Items]
Intangible assets		$ 340,100

Correction of Prior Period Im_4

Correction of Prior Period Immaterial Errors (Details) - Schedule of Consolidated Balance Sheet - USD ($)	Mar. 31, 2023	Dec. 31, 2022
As Previously Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Intangible assets, net	$ 20,326,040	$ 20,936,258
Goodwill	1,342,000	1,342,000
PPA Finalization [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Intangible assets, net	(340,100)	(340,100)
Goodwill	340,100	340,100
Corrections [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Intangible assets, net	(4,134,000)	(4,134,000)
Goodwill	4,134,000	4,134,000
As Adjusted [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Intangible assets, net	15,851,940	16,462,158
Goodwill	$ 5,816,100	$ 5,816,100

Inventory (Details) - Schedule

Inventory (Details) - Schedule of Inventory - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Inventory [Abstract]
Raw materials	$ 541,520	$ 644,202
Packaging materials	906,386	946,884
Finished goods	438,476	1,074,415
Inventory in transit	101,348
Inventory	$ 1,987,730	$ 2,665,501

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property and Equipment [Abstract]
Depreciation and amortization expense	$ 46,271	$ 80,006	$ 174,174	$ 222,184

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,449,229	$ 1,445,780
Less: accumulated depreciation and amortization	(1,137,757)	(963,561)
Property and equipment, net	$ 311,472	482,219
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years
Property and equipment, gross	$ 9,139	9,139
Equipment – manufacturing [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Property and equipment, gross	$ 1,346,152	1,342,702
Building and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Property and equipment, gross	$ 3,839	3,840
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years 6 months
Property and equipment, gross	$ 90,099	$ 90,099

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Intangible Assets [Abstract]
Intangible assets to goodwill	$ 4,134,000		$ 4,134,000
Depreciation and amortization expense	569,539	$ 442,405
Finite-Lived Intangible Assets [Member]
Intangible Assets [Abstract]
Intangible assets to goodwill	340,100		340,100
Impairment amount	$ 466,737		466,737
Depreciation and amortization expense			$ 1,640,439	$ 1,148,603

Intangible Assets (Details) - S

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Schedule of Intangible Assets [Abstract]
Total intangible assets	$ 18,379,745	$ 18,846,482
Less: amortization	(4,038,000)	(2,384,324)
Intangibles, net	14,341,745	16,462,158
Customer contracts [Member]
Schedule of Intangible Assets [Abstract]
Total intangible assets	$ 6,375,525	6,842,262
Customer contracts [Member] | Minimum [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	7 years
Customer contracts [Member] | Maximum [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	10 years
Developed technology [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	15 years
Total intangible assets	$ 1,660,000	1,660,000
Non-compete agreements [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	3 years
Total intangible assets	$ 840,000	840,000
Patents [Member]
Schedule of Intangible Assets [Abstract]
Total intangible assets	$ 2,950,000	2,950,000
Patents [Member] | Minimum [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	5 years
Patents [Member] | Maximum [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	10 years
Tradename [Member]
Schedule of Intangible Assets [Abstract]
Total intangible assets	$ 4,170,000	4,170,000
Tradename [Member] | Minimum [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	10 years
Tradename [Member] | Maximum [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	15 years
Supplier contracts [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	10 years
Total intangible assets	$ 1,800,000	1,800,000
Licenses agreements [Member]
Schedule of Intangible Assets [Abstract]
Estimated Useful Lives (in Years)	5 years
Total intangible assets	$ 584,220	$ 584,220

Intangible Assets (Details) -_2

Intangible Assets (Details) - Schedule of the Changes to Each of the Intangible Assets	Dec. 31, 2022 USD ($)
Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 23,421,025
PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	(4,574,543)
As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	18,846,482
Customer contracts [Member] | Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	17,046,076
Customer contracts [Member] | PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	(10,203,814)
Customer contracts [Member] | As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	6,842,262
Developed technology [Member] | Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	1,570,000
Developed technology [Member] | PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	90,000
Developed technology [Member] | As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	1,660,000
Non-compete agreements [Member] | Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	1,595,530
Non-compete agreements [Member] | PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	(755,530)
Non-compete agreements [Member] | As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	840,000
Patents [Member] | Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	230,000
Patents [Member] | PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	2,720,000
Patents [Member] | As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	2,950,000
Tradename [Member] | Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	2,010,000
Tradename [Member] | PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	2,160,000
Tradename [Member] | As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	4,170,000
Intellectual property [Member] | Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	385,199
Intellectual property [Member] | PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	(385,199)
Intellectual property [Member] | As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets
Supplier contracts [Member] | Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets
Supplier contracts [Member] | PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	1,800,000
Supplier contracts [Member] | As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	1,800,000
Licenses agreements [Member] | Previously Reported [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	584,220
Licenses agreements [Member] | PPA Adjustments [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets
Licenses agreements [Member] | As Adjusted [Member]
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 584,220

Intangible Assets (Details) -_3

Intangible Assets (Details) - Schedule of Future Amortization	Sep. 30, 2023 USD ($)
Schedule of Future Amortization [Abstract]
2023 (remainder of year)	$ 569,537
2024	2,278,242
2025	1,918,440
2026	1,354,076
2027	1,236,022
Thereafter	6,985,428
Total	$ 14,341,745

Leases (Details)

Leases (Details)	9 Months Ended
	Sep. 30, 2023
Minimum [Member]
Leases [Line Items]
Leases term	5 years
Maximum [Member]
Leases [Line Items]
Leases term	7 years
Leases Involving Equipment [Member] | Minimum [Member]
Leases [Line Items]
Leases involving real estate	4 years
Leases Involving Equipment [Member] | Maximum [Member]
Leases [Line Items]
Leases involving real estate	5 years

Leases (Details) - Schedule of

Leases (Details) - Schedule of Right of Use Assets and Lease Liabilities - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Noncurrent
Total lease liabilities	$ 2,505,196	$ 2,727,265
Operating leases right-of-use asset [Member]
Leases (Details) - Schedule of Right of Use Assets and Lease Liabilities [Line Items]
Right of use assets Operating leases	2,421,550	2,672,866
Operating lease liabilities, current portion [Member]
Lease liabilities
Operating leases	347,852	303,819
Operating lease liabilities, non-current portion [Member]
Noncurrent
Operating leases	$ 2,157,344	$ 2,423,446

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of Lease Costs - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
General and administration [Member]
Leases (Details) - Schedule of Lease Costs [Line Items]
Rent expense	$ 431,227	$ 492,142

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of Supplemental Cash Flow Information Related	9 Months Ended
	Sep. 30, 2023 USD ($)
Schedule of Supplemental Cash Flow Information Related [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 431,227

Leases (Details) - Schedule o_4

Leases (Details) - Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate	Sep. 30, 2023
Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate [Abstract]
Weighted average remaining term (in years)	4 years 10 months 2 days
Weighted average discount rate	12%

Leases (Details) - Schedule o_5

Leases (Details) - Schedule of Annual Maturity Analysis of the Company’s Lease Liabilities	Sep. 30, 2023 USD ($)
Schedule of Annual Maturity Analysis of the Company’s Lease Liabilities [Abstract]
2023	$ 156,089
2024	633,037
2025	651,828
2026	671,213
2027	658,622
Thereafter	636,776
Total payments	3,407,565
Less: interest	(902,369)
Present value of lease liability	2,505,196
Less: Current portion of lease liabilities	(347,852)
Noncurrent portion of lease liabilities	$ 2,157,344

Debt (Details)

Debt (Details) - USD ($)

1 Months Ended

3 Months Ended

9 Months Ended

May 26, 2023

May 25, 2023

Apr. 20, 2023

Dec. 31, 2022

Jul. 29, 2022

May 26, 2022

Nov. 08, 2021

Jul. 01, 2021

Jul. 31, 2023

Jun. 30, 2023

May 31, 2023

May 30, 2023

May 25, 2023

Jan. 31, 2023

Dec. 31, 2022

Nov. 30, 2022

Sep. 30, 2022

Aug. 31, 2022

Jul. 31, 2022

Jun. 30, 2022

May 31, 2022

Jun. 30, 2020

Mar. 31, 2022

Sep. 30, 2023

Sep. 30, 2022

Sep. 29, 2023

Sep. 14, 2023

Sep. 07, 2023

Aug. 31, 2023

Aug. 24, 2023

Aug. 15, 2023

Aug. 10, 2023

Jul. 25, 2023

Jul. 12, 2023

Jun. 22, 2023

Apr. 21, 2023

Apr. 13, 2023

Mar. 07, 2023

Feb. 16, 2023

Feb. 14, 2023

Feb. 08, 2023

Dec. 21, 2022

Dec. 06, 2022

Nov. 02, 2022

Oct. 12, 2022

Dec. 31, 2021

Feb. 28, 2021

Dec. 31, 2018

Debt (Details) [Line Items]

Issued amount

$ 1,229,413

Issuances costs

$ 184,413

Original issue discount percentage

15%

Original issue discount amount

$ 771,183

Total purchase price

$ 4,370,858

Debentures interest rate

17.50%

Gross proceeds

$ 20,000,000

Outstanding principal amount

76,670

Agreements totaling

$ 250,000

Aggregate amount

1,045,000

Interest expense

63,477

Interest rate

10%

12%

12%

12%

12%

Debt financing

50,000

Principal cash payments

150,000

Principal amount

110,740

Remaining of principal plus

$ 1,400,000

Accrued interest amount

$ 334,950

334,950

24,776

Bears interest rate

5%

Gain on extinguishment

$ 63,968

$ 50,814

273,058

$ 134,956

Overdue principal payments

$ 2,250,000

350,000

Debt issuance cost

1,150,800

$ 1,737,976

Payment provides fees

250,000

Convertible promissory note

$ 200,000

Remaining principal

$ 10,844,960

Outstanding amount

38,974

Interest amount

$ 1,137

Cash advance agreement

$ 341,150

Repayment amount

652,065

$ 372,500

$ 146,260

$ 897,750

490,000

Received an additional amount

107,071

243,750

100,000

Debt instrument of payment

48,625

Cash advance agreements

284,029

Loan amount

$ 48,030

Equipment financing loan

$ 146,765

Borrowing amount

43,000

Loan agreement

$ 110,740

Repayment loan percentage

17%

Minimum [Member]

Debt (Details) [Line Items]

Interest rate

10%

Promissory interest

15%

Maximum [Member]

Debt (Details) [Line Items]

Interest rate

15%

Promissory interest

20%

Original issue discount subordinated debentures [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 5,142,040

Outstanding principal amount

4,252,947

Unamortized debt issuance cost

173,423

Accrued interest

866,272

Original Issue Discount Secured Subordinated Note [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 2,272,727

Original issue discount percentage

12%

Total purchase price

$ 2,000,000

Debentures interest rate

16%

Outstanding principal amount

$ 2,217,853

Unamortized debt issuance cost

186,548

Accrued interest

$ 413,189

Maturity date

Jul. 29, 2027

Acquisition Notes [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 100,000

Accrued interest

150,000

Debt issuance cost

0

Gain on extinguishment

60,764

Promissory Notes Issued July 29, 2022 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 1,300,000

Accrued interest

196,552

Other Promissory Notes and Cash Advances [Member]

Debt (Details) [Line Items]

Aggregate principal amount

55,000

Promissory notes issued October 12, 2022 [Member]

Debt (Details) [Line Items]

Outstanding principal amount

0

Accrued interest

14,329

Loan principal amount

$ 250,000

Promissory Notes Issued November 2, 2022 [Member]

Debt (Details) [Line Items]

Outstanding principal amount

0

Accrued interest

2,387

Promissory Notes Issued February 14, 2023 [Member]

Debt (Details) [Line Items]

Accrued interest

992

Outstanding amount

0

Promissory Notes Issued February 16, 2023 [Member]

Debt (Details) [Line Items]

Accrued interest

2,153

Outstanding amount

0

Promissory Notes Issued March 7, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 50,000

$ 137,000

Outstanding principal amount

51,294

Accrued interest

4,086

Promissory Notes Issued April 13, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 59,000

Promissory Notes Issued April 21, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 53,000

Outstanding principal amount

30,000

Accrued interest

800

Promissory Notes Issued February 16, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 118,000

Outstanding principal amount

118,000

Accrued interest

5,658

Interest rate

17.50%

Promissory Note Issued July 12, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 25,000

Outstanding principal amount

25,000

Accrued interest

658

Interest rate

12%

Promissory Note Issued July 25, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 100,000

Outstanding principal amount

100,000

Accrued interest

2,203

Interest rate

12%

Promissory Note Issued August 10, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 50,000

Outstanding principal amount

50,000

Accrued interest

838

Interest rate

12%

Promissory Note Issued August 15, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 30,000

Outstanding principal amount

30,000

Accrued interest

454

Interest rate

12%

Promissory Note Issued August 24, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 60,000

Outstanding principal amount

60,000

Accrued interest

0

Interest rate

12%

Promissory Note Issued September 7, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 35,000

Outstanding principal amount

35,000

Accrued interest

265

Interest rate

12%

Promissory Note Issued September 14, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 100,000

Outstanding principal amount

100,000

Accrued interest

526

Interest rate

12%

Promissory Note Issued September 29, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 35,000

Outstanding principal amount

35,000

Accrued interest

12

Interest rate

12%

Smart for Life Inc [Member]

Debt (Details) [Line Items]

Unamortized debt issuance cost

20,994

Weekly payments

$ 15,000

$ 6,200

40,806

$ 19,738

IPO [Member]

Debt (Details) [Line Items]

Outstanding principal amount

100,000

IPO [Member] | Other Promissory Notes and Cash Advances [Member]

Debt (Details) [Line Items]

Accrued interest

158,518

Equipment Financing Loan One [Member]

Debt (Details) [Line Items]

Gain on extinguishment

$ 37,500

Outstanding amount

83,037

Equipment financing loan [Member]

Debt (Details) [Line Items]

Maturity date

Aug. 01, 2027

Apr. 01, 2027

Bears interest rate

10.18%

10.18%

Outstanding amount

29,495

Equipment financing loan

$ 35,050

8,463

Equipment financing loan [Member] | Promissory Note Issued September 2022 [Member]

Debt (Details) [Line Items]

Outstanding amount

$ 24,979

Series B Preferred stock [Member]

Debt (Details) [Line Items]

Converted Shares (in Shares)

230

6,727

100,000

1,121

273

Conversion price (in Dollars per share)

$ 223.01

Accrued interest amount

$ 182,153

Remaining principal

$ 30,000

Converted shares

$ 472

Series B Preferred stock [Member] | Promissory notes issued October 12, 2022 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 105,000

Series B Preferred stock [Member] | Promissory Note Issued October 12, 2022 [Member]

Debt (Details) [Line Items]

Converted Shares (in Shares)

489

Series B Preferred stock [Member] | Promissory Notes Issued February 14, 2023 [Member]

Debt (Details) [Line Items]

Converted Shares (in Shares)

20,000

93

Series B Preferred stock [Member] | Promissory Note Issued February 16, 2023 [Member]

Debt (Details) [Line Items]

Converted Shares (in Shares)

224

Acquisition Notes [Member] | Series B Preferred stock [Member]

Debt (Details) [Line Items]

Principal amount

$ 1,500,000

$ 1,500,000

EIDL Loan [Member]

Debt (Details) [Line Items]

Loan bears interest rate

3.75%

Loan matures term

30 years

EIDL Loan [Member] | Smart for Life Inc [Member]

Debt (Details) [Line Items]

Loan principal amount

$ 300,000

PPP Loans [Member]

Debt (Details) [Line Items]

Loan bears interest rate

1%

Loan amount

$ 261,164

Maturity date

April 2025

PPP Loans One [Member]

Debt (Details) [Line Items]

Accrued interest

$ 9,927

PPP loans outstanding principal amount

197,457

Nexus [Member]

Debt (Details) [Line Items]

Accrued interest

$ 12,966

Nexus [Member] | Series B Preferred stock [Member]

Debt (Details) [Line Items]

Converted Shares (in Shares)

8,579

Ceautamed [Member]

Debt (Details) [Line Items]

Accrued interest

$ 89,584

Ceautamed [Member] | Series B Preferred stock [Member]

Debt (Details) [Line Items]

Converted Shares (in Shares)

10,458

Diamond Creek Capital, LLC [Member]

Debt (Details) [Line Items]

Outstanding principal amount

300,000

Accrued interest

36,781

Overdue principal payments

30,000

Original Issue Discount Secured Subordinated Note [Member] | Original Issue Discount Secured Subordinated Note [Member]

Debt (Details) [Line Items]

Original issue discount amount

$ 272,727

Promissory Notes [Member]

Debt (Details) [Line Items]

Outstanding principal amount

$ 90,000

Maturity date

Jul. 29, 2025

Subordinated promissory note percentage

5%

Interest rate

5%

10%

12%

12%

12%

Loan principal amount

$ 100,000

Principal cash payments

196,000

Bears interest rate

5%

Acquisition notes outstanding principal amount

2,203,993

Debt issuance cost

0

Loan bears interest rate

15%

Loan interest rate increase

5%

Repaid of principal

1,325,000

Proceeds of initial public offering

27,604

Outstanding amount

Promissory Notes [Member] | Acquisition Notes [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 2,150,000

$ 1,900,000

$ 3,000,000

Accrued interest

$ 5,350

Promissory Notes [Member] | Other Promissory Notes and Cash Advances [Member]

Debt (Details) [Line Items]

Loan principal amount

$ 3,000,000

Promissory Notes [Member] | Promissory notes issued October 12, 2022 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 258,000

Interest rate

12%

Promissory Notes [Member] | Promissory Notes Issued November 2, 2022 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 50,000

Promissory Notes [Member] | Promissory Notes Issued December 6, 2022 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 30,000

Promissory Notes [Member] | Promissory Notes Issued December 21, 2022 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 100,000

Promissory Notes [Member] | Promissory Notes Issued February 8, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 50,000

Promissory Notes [Member] | Promissory Notes Issued February 14, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 50,000

Promissory Notes [Member] | Promissory Notes Issued February 16, 2023 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 50,000

Promissory Notes [Member] | Series B Preferred stock [Member]

Debt (Details) [Line Items]

Converted Shares (in Shares)

358

Interest rate

12%

Converted shares

$ 142

Promissory Notes [Member] | Acquisition Notes [Member]

Debt (Details) [Line Items]

Subordinated promissory note percentage

6%

Interest rate

6%

Promissory Notes One [Member] | Acquisition Notes [Member]

Debt (Details) [Line Items]

Aggregate principal amount

1,538,950

Accrued interest

32,574

Convertible Promissory Notes [Member]

Debt (Details) [Line Items]

Outstanding principal amount

638,062

Interest rate

10%

Bears interest rate

5%

Convertible Promissory Notes [Member] | Promissory Notes Issued July 29, 2022 [Member]

Debt (Details) [Line Items]

Aggregate principal amount

$ 2,150,000

Convertible Promissory Notes [Member] | Other Promissory Notes and Cash Advances [Member]

Debt (Details) [Line Items]

Accrued interest

$ 0

Promissory Note Issued February 8, 2023 [Member] | Series B Preferred stock [Member]

Debt (Details) [Line Items]

Converted Shares (in Shares)

232

Cash Advance [Member]

Debt (Details) [Line Items]

Outstanding amount

$ 147,500

Repayment amount

$ 74,950

$ 593,604

$ 994,460

Received an additional amount

74,950

387,000

592,236

$ 650,000

Cash Advance [Member] | Smart for Life Inc [Member]

Debt (Details) [Line Items]

Weekly payments

$ 7,495

$ 52,422

Cash Advance Five [Member]

Debt (Details) [Line Items]

Outstanding amount

4,360

Cash Advance One [Member]

Debt (Details) [Line Items]

Outstanding amount

8,271

Repayment amount

$ 439,207

Received an additional amount

293,000

Debt instrument of payment

$ 39,905

Cash Advances Two [Member]

Debt (Details) [Line Items]

Gain on extinguishment

33,579

Debt instrument of payment

$ 39,980

Cash Advance Three [Member]

Debt (Details) [Line Items]

Outstanding amount

514,670

Unamortized debt issuance cost

219,172

Cash Advance Six [Member]

Debt (Details) [Line Items]

Outstanding amount

4,873

Revolving Lines of Credit [Member]

Debt (Details) [Line Items]

Bears interest rate

9.49%

45.09%

9.49%

9.49%

Borrowing amount

$ 70,000

$ 50,000

$ 70,000

$ 958,000

Outstanding principal of lines of credit

16,544

Revolving Lines of Credit [Member] | DSO One [Member]

Debt (Details) [Line Items]

Outstanding principal amount

124,051

Revolving Lines of Credit [Member] | DSO [Member]

Debt (Details) [Line Items]

Outstanding principal of lines of credit

$ 50,337

Debt (Details) - Schedule of De

Debt (Details) - Schedule of Debt	Sep. 30, 2023 USD ($)
Schedule of Debt [Abstract]
Gross total	$ 13,522,668
Debt issuance costs	(613,138)
Debt, net	12,909,530
Debt, current	4,878,552
Debt issuance costs, current	(474,090)
Current portion of debt, net	4,404,462
Debt, non-current	8,644,116
Debt issuance costs, non-current	(139,048)
Non-current portion of debt, net	8,505,068
Original issue discount subordinated debentures [Member]
Schedule of Debt [Abstract]
Gross total	4,252,947
Original issue discount secured subordinated note [Member]
Schedule of Debt [Abstract]
Gross total	2,217,853
Acquisition notes [Member]
Schedule of Debt [Abstract]
Gross total	3,832,943
Promissory notes and cash advances [Member]
Schedule of Debt [Abstract]
Gross total	2,270,917
Revolving lines of credit [Member]
Schedule of Debt [Abstract]
Gross total	301,672
Equipment financing loan [Member]
Schedule of Debt [Abstract]
Gross total	148,879
EIDL loan [Member]
Schedule of Debt [Abstract]
Gross total	300,000
PPP loans [Member]
Schedule of Debt [Abstract]
Gross total	$ 197,457

Debt (Details) - Schedule of _2

Debt (Details) - Schedule of Debt Covenants - Waivers non-compliance [Member]	9 Months Ended
	Sep. 30, 2023 USD ($)
Debt (Details) - Schedule of Debt Covenants [Line Items]
Balance at December 31, 2022	$ 20,558,246
Proceeds from new debt issued in 2023	2,749,791
Repayment of principal during 2023	(5,317,833)
Amortization of debt discounts	1,150,800
Stock issued for conversion of principal of debt	(6,266,895)
Gain on extinguishment of debt in 2023	(273,058)
Conversion of interest to notes payable	334,950
Conversion of principal to accrued expenses	(26,471)
Balance at September 30, 2023	$ 12,909,530

Debt (Details) - Schedule of Fu

Debt (Details) - Schedule of Future Contractual Maturities of the Debt	Sep. 30, 2023 USD ($)
Schedule of Future Contractual Maturities of the Debt [Abstract]
2023 (remainder of year)	$ 4,404,462
2024	5,197,804
2025	2,046,449
2026	517,178
2027	531,356
Thereafter	212,281
Total	$ 12,909,530

Concentrations of Credit Risks

Concentrations of Credit Risks (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Concentrations of Credit Risks [Line Items]
Federal deposit insurance corporation (in Dollars)			$ 250,000		$ 250,000
Customer Two [Member]
Concentrations of Credit Risks [Line Items]
Accounts receivable, percentage		41%	54%	41%
Customer Three [Member]
Concentrations of Credit Risks [Line Items]
Accounts receivable, percentage	64%
Customer Three [Member] | Minimum [Member]
Concentrations of Credit Risks [Line Items]
Accounts receivable, percentage	52%		52%
Customer Three [Member] | Maximum [Member]
Concentrations of Credit Risks [Line Items]
Accounts receivable, percentage		66%		66%
Major Vendors [Member]
Concentrations of Credit Risks [Line Items]
Accounts receivable, percentage	17%	10%	16%

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Income Taxes [Abstract]
Uncertain tax positions
Net operating loss carry forwards	$ 17.2

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)											3 Months Ended			9 Months Ended
	Aug. 29, 2023	May 31, 2023	May 24, 2023	May 17, 2023	May 04, 2023	May 02, 2023	Apr. 17, 2023	Aug. 12, 2022	Mar. 31, 2022	Feb. 18, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	May 25, 2023	Dec. 31, 2022	Jan. 31, 2022	Jun. 29, 2021	Sep. 30, 2020
Stockholders' Equity [Line Items]
Stock options (in Dollars)													$ 147,223
Conversion price (in Dollars per share)						$ 0.0009
Shares issued						10,512			2,755				2,755
Accrued interest (in Dollars)											$ 24,776			$ 24,776			$ 334,950
Warrant purchased				64,988	1,000	20,667
Sale of common stock										3,200
Common stock issued											631,600			631,600				81,729
Total gross proceed (in Dollars)										$ 14,404,128
Net proceed (in Dollars)										$ 12,738,288
Interest issued (in Dollars)									$ 292,500
Additional share of common stock	15,083		556				556			95				2,339
Additional shares issued				22,889
Interest expense (in Dollars)											$ 1,172,742	$ 426,573		$ 3,425,318	$ 14,168,479
Principal amount (in Dollars)									$ 2,250,000		350,000		$ 2,250,000	350,000
Warrant exercise price per share (in Dollars per share)				$ 24.3891		$ 27.72
Warrants shares						31,178
Total gross proceeds (in Dollars)						$ 899,326
Net proceeds amount (in Dollars)				$ 1,374,367		$ 776,933
Compensation expenses (in Dollars)											$ 685,380	$ 0		$ 765,588
Stock exercise price (in Dollars per share)														$ 36.0564
Exercise price per share (in Dollars per share)				$ 0.0009
Exercise of price per share (in Dollars per share)				$ 23.31
Gross proceeds (in Dollars)				$ 1,585,057											$ 12,738,288
Management percentage														1%
Management fee expense (in Dollars)														$ 60,000
Stock option vesting period														5 years
Warrant [Member]
Stockholders' Equity [Line Items]
Warrant purchased				42,100
Additional shares issued				64,988
Warrant exercise price per share (in Dollars per share)				$ 24.39
Exercise price per share (in Dollars per share)				$ 23.31
IPO [Member]
Stockholders' Equity [Line Items]
Common stock issued										4,820
Additional shares issued										95
Interest expense (in Dollars)										$ 10,844,960
Private Placement [Member]
Stockholders' Equity [Line Items]
Shares issued						31,178
Sale of common stock						31,178
Warrant exercise price per share (in Dollars per share)						$ 27.72
Series A Preferred Stock [Member]
Stockholders' Equity [Line Items]
Outstanding of share											1,000			1,000
Conversion of common share														3,334
Common stock issued					3,334
Warrant exercise price per share (in Dollars per share)						28.844
Series A Convertible Preferred Stock [Member]
Stockholders' Equity [Line Items]
Preferred stock																				5,000,000
Common stock percentage														4.99%
Holders percentage											9.99%			9.99%
Series B Convertible Preferred Stock [Member]
Stockholders' Equity [Line Items]
Stock options (in Dollars)
Conversion price (in Dollars per share)														$ 20.07
Series B Preferred Stock [Member]
Stockholders' Equity [Line Items]
Shares issued		34,001														817
Debt settlement (in Dollars)		$ 7,488,877
Accrued interest (in Dollars)																$ 182,153
Series A Warrants [Member]
Stockholders' Equity [Line Items]
Warrant purchased										459
Common stock issued										3,659
Exercise price (in Dollars per share)											$ 1,050			$ 1,050
Series B Warrants [Member]
Stockholders' Equity [Line Items]
Warrant purchased										459
Common stock issued										3,659
Warrants shares											3,199			3,199
Exercise price (in Dollars per share)											$ 1,500			$ 1,500
Warrants issued											3,199			3,199
Common Stock [Member]
Stockholders' Equity [Line Items]
Warrant exercise price per share (in Dollars per share)						$ 28.845
Shares of common stock											429,214			429,214
Board of Directors Chairman [Member]
Stockholders' Equity [Line Items]
Granted restricted stock , description														On March 10, 2022, the Company granted restricted stock awards for an aggregate of 1,949 shares of common stock to certain directors, officers, and consultants. A total of 1,505 of these shares vested in full on the date of grant. The remaining 445 shares, which were granted to independent directors, vest monthly over a one-year period which were recorded as a prepaid of $46,900 at December 31, 2022. A total of 520 of these shares were granted under the 2020 Stock Incentive Plan described below. The remaining 734 were granted under the 2022 Equity Incentive Plan described below. The shares, valued at $822,626, were based on the closing trading price per share of $422.10 on the date of the grant.
2020 Equity Incentive Plan [Member]
Stockholders' Equity [Line Items]
Issuance of authorized shares																					4,445
Number of shares issue											10			10				10
Two Thousand And Twenty Two Equity Incentive Plan[Member]
Stockholders' Equity [Line Items]
Stock exercise price (in Dollars per share)								$ 283.5
Issuance of authorized shares																			333,334
Stock available for issuance											31,250			31,250
Aggregate shares								2,518
Stock option vesting period								10 years
Warrant [Member]
Stockholders' Equity [Line Items]
Aggregate of exercised shares											129,598	4		429,214	3,199
H.C. Wainwright & Co., LLC [Member]
Stockholders' Equity [Line Items]
Conversion secured percentage														7.50%
Gross proceeds percentage											1%			1%
Fees and expenses (in Dollars)														$ 30,000
Offering price percentage											125%			125%
Exercise price (in Dollars per share)											$ 30.4875			$ 30.4875
Executive Chairman [Member]
Stockholders' Equity [Line Items]
Stock exercise price (in Dollars per share)								$ 311.85
Shares of common stock								667
Dawson James Securities, Inc., [Member]
Stockholders' Equity [Line Items]
Underwriting agreement , description														the Company entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to its IPO of units, each unit consisting of one share of common stock, a series A warrant to purchase one share of common stock and a series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, the Company agreed to sell 3,200 units to the underwriters, at a purchase price per unit of $4,095.00 (the offering price to the public of $4,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 480 additional shares of common stock, up to 480 additional series A warrants, and/or up to 480 additional series B warrants, in any combination thereof, at a purchase price to the public of $4,491.00 per share and $4.50 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.
Justin Francisco [Member]
Stockholders' Equity [Line Items]
Common stock issued										859
Conversion secured percentage										5%
Principal amount (in Dollars)										$ 1,900,000
Interest (in Dollars)										$ 32,500
Sasson E. Moulavi [Member]
Stockholders' Equity [Line Items]
Common stock issued										1,385
Conversion secured percentage										6%
Principal amount (in Dollars)										$ 3,000,000
Interest (in Dollars)										$ 116,000
East West Capital LLC [Member]
Stockholders' Equity [Line Items]
Common stock issued										511
Principal amount (in Dollars)										$ 500,000
Interest issued (in Dollars)										$ 74,583
GSP [Member]
Stockholders' Equity [Line Items]
Common stock issued										33
Placement Agent [Member]
Stockholders' Equity [Line Items]
Conversion secured percentage														7.50%
Fees and expenses (in Dollars)														$ 15,950
Offering price percentage											125%			125%
Placement Agent [Member] | Warrant [Member]
Stockholders' Equity [Line Items]
Warrant purchased				64,988
Placement Agent [Member] | H.C. Wainwright & Co., LLC [Member]
Stockholders' Equity [Line Items]
Warrant purchased														4,875
Compensation expenses (in Dollars)														$ 15,950

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Schedule of Options and Warrants Granted, Exercised, Forfeited and Outstanding - $ / shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Stock Options [Member]
Stockholders' Equity (Details) - Schedule of Options and Warrants Granted, Exercised, Forfeited and Outstanding [Line Items]
Number of Options, Outstanding opening balance	5,729	3,223
Weighted Average Exercise Price, Outstanding opening balance (in Dollars per share)	$ 150.93	$ 4.5
Number of Options, Granted	299,167	2,951
Weighted Average Exercise Price, Granted (in Dollars per share)	$ 3.14	$ 283.5
Number of Options, Exercised		435
Weighted Average Exercise Price, Exercised (in Dollars per share)		$ 4.5
Number of Options, Forfeited	385	10
Weighted Average Exercise Price, Forfeited (in Dollars per share)	$ 0.36	$ 4.5
Number of Options, Outstanding ending balance	304,511	5,729
Weighted Average Exercise Price, Outstanding ending balance (in Dollars per share)	$ 6.29	$ 148.5
Exercisable	147,942	2,778
Warrants [Member]
Stockholders' Equity (Details) - Schedule of Options and Warrants Granted, Exercised, Forfeited and Outstanding [Line Items]
Number of Options, Outstanding opening balance	502,009	32,894
Weighted Average Exercise Price, Outstanding opening balance (in Dollars per share)	$ 184.23	$ 52.11
Number of Options, Granted	918,363	7,517
Weighted Average Exercise Price, Granted (in Dollars per share)	$ 15.93	$ 63
Number of Options, Exercised	429,214	3,198
Weighted Average Exercise Price, Exercised (in Dollars per share)	$ 1.53
Number of Options, Forfeited	16,645	613
Weighted Average Exercise Price, Forfeited (in Dollars per share)	$ 0.09
Number of Options, Outstanding ending balance	974,513	36,599
Weighted Average Exercise Price, Outstanding ending balance (in Dollars per share)	$ 110.59	$ 59.76
Exercisable	974,513	36,599

Stockholders' Equity (Details_2

Stockholders' Equity (Details) - Schedule of Option and Warrant	9 Months Ended
	Sep. 30, 2023
Stockholders' Equity (Details) - Schedule of Option and Warrant [Line Items]
Expected volatility	53%
Dividend yield	0%
Minimum [Member]
Stockholders' Equity (Details) - Schedule of Option and Warrant [Line Items]
Risk-free interest rate	2.86%
Expected life (years)	5 years
Maximum [Member]
Stockholders' Equity (Details) - Schedule of Option and Warrant [Line Items]
Risk-free interest rate	4.30%
Expected life (years)	10 years

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Trilogy Capital Group, LLC [Member]
Related Party Transactions [Line Items]
Company paid trilogy	$ 19,139	$ 0	$ 46,686	$ 0

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Oct. 30, 2023	Oct. 27, 2023	Oct. 23, 2023	Oct. 18, 2023
Subsequent Events (Details) [Line Items]
Shares issued	$ 21,631	$ 19,071		$ 29,130
Common Stock [Member]
Subsequent Events (Details) [Line Items]
Shares issued			$ 95,234
Series B Preferred Stock [Member]
Subsequent Events (Details) [Line Items]
Conversion of aggregate share (in Shares)			8,579