Stran & Company (SWAG) 10-K/A 22 Jan 25 2023 FY Annual report (amended) Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Jan. 17, 2025	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K/A
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	true
Document Financial Statement Restatement Recovery Analysis [Flag]	true
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	true
Amendment Description	This Amendment No. 1 to Form 10-K/A amends the Annual Report on Form 10-K of Stran & Company, Inc. (the “Company”), for the fiscal year ended December 31, 2023, as filed by the Company with the Securities and Exchange Commission (the “SEC”), on March 28, 2024 (the “Original Filing”).As previously reported in the Current Report on Form 8-K filed by the Company with the SEC on May 13, 2024, on May 3, 2024, the SEC issued an Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the “Order”), reporting that it had settled administrative and cease-and-desist proceedings against the Company’s prior auditor, BF Borgers CPA PC and its sole audit partner, Benjamin F. Borgers CPA, permanently barring BF Borgers CPA PC and Mr. Borgers from appearing or practicing before the SEC as an accountant. As a result of the Order, BF Borgers CPA PC is not currently permitted to appear or practice before the SEC for the reasons described in the Order. In addition, as a result of the Order, the Company’s financial statements as of and for the years ending December 31, 2023 and December 31, 2022, which were audited by BF Borgers CPA PC, and the Company’s interim financial statements as of and for the periods ending March 31, 2023, June 30, 2023 and September 30, 2023, which were reviewed by BF Borgers CPA PC, may no longer be included in or incorporated into the Company’s filings with the SEC. Effective May 13, 2024, the Audit Committee of the board of directors of the Company (the “Audit Committee”) dismissed BF Borgers CPA PC as the Company’s auditor.As previously reported in the Current Report on Form 8-K filed by the Company with the SEC on June 20, 2024, on June 15, 2024, the Company engaged Marcum LLP as the Company’s new independent registered public accounting firm with the prior approval of the Audit Committee.As previously reported in the Current Report on Form 8-K filed by the Company with the SEC on September 16, 2024, the Company commenced the re-audit (the “Re-audit”) of its financial statements as of and for the fiscal year ended December 31, 2023. In connection with the Re-Audit, the Company identified certain accounting errors relating to compliance with U.S. GAAP in connection with the Company’s accounting of certain assets and liabilities as well as acquisition accounting. On September 10, 2024, the Audit Committee, in consultation with the Company’s management, concluded that the Company’s previously issued audited consolidated financial statements and the notes thereto as of and for the fiscal years ended December 31, 2023 and December 31, 2022 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed by the Company with the SEC on March 28, 2024, as well as the Company’s previously issued unaudited condensed consolidated financial statements and the notes thereto as of and for the fiscal periods ended March 31, 2022, June 30, 2022, September 30, 2022, March 31, 2023, June 30, 2023, and September 30, 2023 included in the Company’s Quarterly Reports on Form 10-Q for the fiscal periods ended March 31, 2023, June 30, 2023, and September 30, 2023 that were filed by the Company with the SEC on May 15, 2023, August 14, 2023, and November 6, 2023 (collectively, the “Subject Periods”), respectively, require restatement and should not be relied upon. Similarly, any previously issued or filed reports, press releases, earnings releases, investor presentations or other communications of the Company describing the Company’s financial results or other financial information relating to the Subject Periods should no longer be relied upon. Additionally, the reports of BF Borgers CPA PC, the Company’s prior independent registered public accounting firm, on the Company’s consolidated financial statements and the notes thereto as of and for the fiscal years ended December 31, 2023 and December 31, 2022 likewise should no longer be relied upon.This Annual Report on Form 10-K/A includes financial statements that amend and restate the Company’s financial statements as of and for the fiscal years ended December 31, 2023 and 2022. Refer to Note B to the financial statements included in this Annual Report on Form 10-K/A for a discussion of the restatement and the impact on the specific accounts in such financial statements.Following the filing of this Annual Report on Form 10-K/A, the Company will file with the SEC its Quarterly Reports for the fiscal quarters ended March 31, 2024, June 30, 2024, and September 30, 2024, which will include financial statements that amend and restate the Company’s financial statements as of and for the three-month periods ended March 31, 2023, as of and for the three- and six-month periods ended June 30, 2023, and as of and for the three- and nine-month periods ended September 30, 2023, and as of December 31, 2023. Refer to Note B to the financial statements included in such Quarterly Reports on Form 10-Q for a discussion of the restatements and the impact on the specific accounts in such financial statements.In connection with the Re-audit and the resulting restatement of the Company’s financial statements as described above, and pursuant to Rule 10D-1(b) of the Securities Exchange Act of 1934, as amended, Listing Rule 5608 of The Nasdaq Stock Market LLC, and the Company’s Clawback Policy, the Company conducted a recovery analysis of incentive-based compensation received by its executive officers and that was subject to recovery, to ascertain whether any adjustments were required as a result of error corrections to its financial results during the year. Accordingly, Item 11 of the Original Filing is amended to report the results of the recovery analysis, which found that no adjustments to executive compensation were required because the error corrections did not impact any of the measures by which the Company compensated its executives with respect to the compensation received by its executive officers and subject to recovery.In light of the restatement of the Company’s financial statements, management reassessed its evaluation of the effectiveness of the Company’s disclosure controls and procedures and the Company’s internal control over financial reporting. Based on this assessment, management concluded that disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2023. Item 9A. “Controls and Procedures” of this Annual Report on Form 10-K/A has been amended accordingly.For the convenience of the reader, this Annual Report on Form 10-K/A sets forth the Original Filing in its entirety as amended. This Annual Report on Form 10-K/A does not reflect events occurring after the filing of the Original Filing, or modify or update those disclosures, except as applicable in the Company’s financial statement footnote subsequent event disclosures and related disclosures contained in other items of this filing. The following items of the Original Filing have been amended: ●Part I, Item 1. Business; ●Part I, Item 1A. Risk Factors;  ●Part I, Item 2. Properties; ●Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; ●Part II, Item 8. Financial Statements and Supplementary Data; ●Part II, Item 9A. Controls and Procedures; ●Part III, Item 10. Directors, Executive Officers and Corporate Governance; ●Part III, Item 11. Executive Compensation;  ●Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence; ●Part III, Item 14. Principal Accountant Fees and Services; and ●Part IV, Item 15. Exhibit and Financial Statement Schedules.This Annual Report on Form 10-K/A has been signed as of the date hereof and all certifications of the Company’s Principal Executive Officer and Principal Financial Officer are given as the date hereof. Accordingly, this Annual Report on Form 10-K/A should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the Original Filing, including any amendments to those filings.
Document Period End Date	Dec. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference [Text Block]	None
Entity Information [Line Items]
Entity Registrant Name	STRAN & COMPANY, INC.
Entity Central Index Key	0001872525
Entity File Number	001-41038
Entity Tax Identification Number	04-3297200
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Public Float			$ 13,484,863.01
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	2 Heritage Drive
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Quincy
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02171
Entity Phone Fax Numbers [Line Items]
City Area Code	800
Local Phone Number	833-3309
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		18,608,408
Common Stock, $0.0001 par value per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	SWAG
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of Common Stock, $0.0001 par value per share, at an exercise price of $4.81375
Entity Listings [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one share of Common Stock, $0.0001 par value per share, at an exercise price of $4.81375
Trading Symbol	SWAGW
Security Exchange Name	NASDAQ

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2023
Auditor [Table]
Auditor Name	Marcum llp
Auditor Firm ID	688
Auditor Location	Marlton, New Jersey

Balance Sheets

Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 8,059	$ 15,254
Investments	10,393	9,779
Accounts receivable, net	16,223	13,750
Accounts receivable – related parties	853
Inventory	4,782	5,927
Prepaid corporate taxes	62	87
Prepaid expenses	953	387
Deposits	1,717	910
Total current assets	43,042	46,094
Property and equipment, net	1,521	1,000
OTHER ASSETS:
Intangible assets, net	3,114	2,238
Goodwill		90
Other assets	23	23
Right of use asset - office leases	1,336	785
Total other assets	4,473	3,136
Total assets	49,036	50,230
CURRENT LIABILITIES:
Accounts payable and accrued expenses	4,745	4,049
Accrued payroll and related	2,568	610
Unearned revenue	1,116	633
Rewards program liability	875	6,000
Sales tax payable	344	365
Current portion of contingent earn-out liabilities	224	738
Current portion of installment payment liabilities	786	267
Current portion of lease liability	528	325
Note payable - Wildman		162
Total current liabilities	11,186	13,149
LONG-TERM LIABILITIES:
Long-term contingent earn-out liabilities	763	488
Long-term installment payment liabilities	639	414
Long-term lease liability	798	460
Total long-term liabilities	2,200	1,362
Total liabilities	13,386	14,511
Commitments and contingencies (Note M)
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2023 and 2022
Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,539,000 and 18,475,336 shares issued and outstanding as of December 31, 2023 and 2022, respectively	2	2
Additional paid-in capital	38,263	38,113
Accumulated deficit	(2,602)	(2,217)
Accumulated other comprehensive loss	(13)	(179)
Total stockholders’ equity	35,650	35,719
Total liabilities and stockholders’ equity	$ 49,036	$ 50,230

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	18,539,000	18,475,336
Common stock, shares outstanding	18,539,000	18,475,336

Statements of Operations

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SALES
Sales	$ 76,000	$ 57,878
COST OF SALES:
Cost of sales	51,148	42,493
GROSS PROFIT	24,852	15,385
OPERATING EXPENSES:
General and administrative expenses	25,310	17,789
Goodwill impairment	810	1,182
Total operating expenses	26,120	18,971
LOSS FROM OPERATIONS	(1,268)	(3,586)
OTHER INCOME AND (LOSS):
Other income	186	34
Interest income	570	95
Change in fair value of contingent earn-out liability	65	180
Realized gain (loss) on investments	103	(1)
Total other income	924	308
LOSS BEFORE INCOME TAXES	(344)	(3,278)
Provision for income taxes	41	222
NET LOSS	$ (385)	$ (3,500)
NET LOSS PER COMMON SHARE
Basic (in Dollars per share)	$ (0.02)	$ (0.18)
Diluted (in Dollars per share)	$ (0.02)	$ (0.18)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic (in Shares)	18,519,892	19,202,594
Diluted (in Shares)	18,519,892	19,202,594
Sales
SALES
Sales	$ 75,147	$ 57,878
Sales – Related Parties
SALES
Sales	853
Cost of Sales
COST OF SALES:
Cost of sales	50,492	42,493
Cost of Sales - Related Parties
COST OF SALES:
Cost of sales	$ 656

Statements of Comprehensive Los

Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (385)	$ (3,500)
Other comprehensive income (loss):
Change in unrealized gain (loss) on investments (net of tax)	167	(179)
Total other comprehensive income (loss)	167	(179)
Comprehensive loss	$ (218)	$ (3,679)

Statements of Stockholders_ Equ

Statements of Stockholders’ Equity - USD ($) $ in Thousands	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Retained Earnings (Accumulated Deficit)	Total
Balance at Dec. 31, 2021		$ 2	$ 39,748		$ 1,283	$ 41,033
Balance (in Shares) at Dec. 31, 2021		19,753,852
IPO Warrants exercised			1,307			1,307
IPO Warrants exercised (in Shares)		271,589
Business acquisitions			58			58
Business acquisitions (in Shares)		74,577
Stock-based compensation			331			331
Stock-based compensation (in Shares)		152,975
Stock repurchased and retired			(3,331)			(3,331)
Stock repurchased and retired (in Shares)		(1,777,657)
Other comprehensive loss				(179)		(179)
Net loss					(3,500)	(3,500)
Balance at Dec. 31, 2022		$ 2	38,113	(179)	(2,217)	$ 35,719
Balance (in Shares) at Dec. 31, 2022		18,475,336				18,475,336
Stock-based compensation			200			$ 200
Stock-based compensation (in Shares)		101,173
Stock repurchased and retired			(50)			(50)
Stock repurchased and retired (in Shares)		(37,509)
Other comprehensive loss				166		166
Net loss					(385)	(385)
Balance at Dec. 31, 2023		$ 2	$ 38,263	$ (13)	$ (2,602)	$ 35,650
Balance (in Shares) at Dec. 31, 2023		18,539,000				18,539,000

Statements of Cash Flows

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (385)	$ (3,500)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustment to deferred income taxes		217
Depreciation and amortization	772	420
Adjustment to reconcile operating lease expense to cash paid	8
Change in allowance for credit losses	(174)	36
Change in fair value of contingent earn-out liability	(65)	(180)
Gain on extinguishment of debt	(162)
Goodwill impairment	810	1,182
Noncash interest accretion	11
Stock-based compensation	200	331
Unrealized gain (loss) on investments	167	(179)
Changes in operating assets and liabilities:
Accounts receivable	(677)	(3,007)
Accounts receivable – related parties	(853)
Inventory	2,027	(945)
Prepaid taxes	25
Prepaid expenses	(561)	865
Deposits	(807)	(611)
Accounts payable and accrued expenses	104	(1,901)
Accrued payroll and related	1,958	(227)
Unearned revenue	198	(715)
Rewards program liability	(5,125)	5,956
Sales tax payable	(21)	258
Net cash used in operating activities	(2,550)	(2,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired	(2,123)	(1,875)
Purchases of property and equipment	(999)	(626)
Proceeds from sale of investments	4,231	200
Purchase of investments	(4,845)	(9,979)
Net cash used in investing activities	(3,736)	(12,280)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities	(641)	(669)
Payment of installment payment liabilities	(218)
Payment for stock repurchase	(50)	(3,331)
Proceeds from warrants exercised		1,307
Net cash used in financing activities	(909)	(2,693)
NET DECREASE IN CASH	(7,195)	(16,973)
CASH - BEGINNING	15,254	32,227
CASH - ENDING	8,059	15,254
Cash paid during the period for:
Interest		4
Income taxes		76
Noncash investing and financing activities:
Lease liabilities arising from obtaining right-of-use assets	1,034
Assets acquired in GAP business acquisition [Member]
Noncash investing and financing activities:
Assets acquired in business acquisition		2,834
Liabilities assumed in GAP business acquisition [Member]
Noncash investing and financing activities:
Liabilities assumed in business acquisition		1,323
Assets acquired in Trend business acquisition [Member]
Noncash investing and financing activities:
Assets acquired in business acquisition		1,154
Liabilities assumed in Trend business acquisition [Member]
Noncash investing and financing activities:
Liabilities assumed in business acquisition		1,104
Fair value of common stock issued for Trend business acquisition [Member]
Noncash investing and financing activities:
Fair value of common stock issued for acquisition		48
Assets acquired in Premier business acquisition [Member]
Noncash investing and financing activities:
Assets acquired in business acquisition		848
Liabilities assumed in Premier business acquisition [Member]
Noncash investing and financing activities:
Liabilities assumed in business acquisition		398
Fair value of common stock issued for Premier business acquisition [Member]
Noncash investing and financing activities:
Fair value of common stock issued for acquisition		10
Assets acquired in TR Miller business acquisition [Member]
Noncash investing and financing activities:
Assets acquired in business acquisition	5,236
Liabilities assumed in TR Miller business acquisition [Member]
Noncash investing and financing activities:
Liabilities assumed in business acquisition	$ 3,113

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Organization and Summary of Significant Accounting Policies [Abstract]
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	A. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. Organization - Stran & Company, Inc., (the “Company”) was incorporated under the laws of the Commonwealth of Massachusetts and commenced operations on November 17, 1995. The Company re-incorporated under the laws of the State of Nevada on May 24, 2021. 2. Operations - The Company is an outsourced marketing solutions provider that sells branded products to customers. The Company purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers. In addition to selling branded products, the Company offers clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty and incentive programs. 3. Method of Accounting - The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. (“U.S. GAAP”). 4. Emerging Growth Company - The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 5. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents. 6. Fair Value Measurements and Fair Value of Financial Instruments - The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The carrying value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and note payable - Wildman are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. 7. Investments - The Company’s investments consist of U.S. treasury bills, corporate bonds, mutual funds, and money market funds. Investments are classified as available-for-sale, recorded at fair value and considered current on the balance sheet. 8. Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in excess of federally insured limits. These risks are managed by performing ongoing credit evaluations of customers’ financial condition and by maintaining all deposits in high quality financial institutions. During the years ended December 31, 2023 and 2022, the Company maintained deposits in three banks that exceeded the federal insured deposit limit of the Federal Deposit Insurance Corporation (FDIC). For the year ended December 31, 2023, the Company had one major customer to which sales accounted for approximately 14.4% of the Company’s revenues. The Company had accounts receivable from this customer amounting to 0.8% of the total accounts receivable balance. For the year ended December 31, 2022, the Company had no major customers. 9. Inventory – Inventory consists of finished goods (branded products) and goods in process (un-branded products awaiting decoration). All inventory is stated at the lower of cost (first-in, first-out method) or net realizable value. 10. Property and Equipment, Net - Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred whereas major betterments are capitalized. Depreciation is provided using straight-line and accelerated methods over five years. 11. Goodwill and Intangible Assets - Goodwill represents the excess purchase price of the acquired companies over the fair value of identifiable net assets acquired. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment. The Company reviews goodwill for possible impairment annually on October 1 every year or whenever events or circumstances indicate that the carrying amount may not be recoverable. To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs a multi-step impairment test. Impairment testing is conducted at the reporting unit level. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Under ASC 350, Intangibles - Goodwill and Other, the qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment of impairment. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting unit using a combination of an income and market approach. To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value, and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions require significant judgement. The single step is to determine the estimated fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If we conclude based on our qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then measure the fair value of the reporting unit and compare its fair value to its carrying value (Step 1 of the goodwill impairment test). The Company also completes a reconciliation between the implied equity valuation prepared and the Company’s market capitalization. The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level 3 inputs. The inputs for the market capitalization calculation are considered Level 1 inputs. 12. Revenue Recognition - The Company accounts for revenue under ASC 606, Revenue for Contract with Customers (“ASC 606”). Revenue is generated through various types of transactions, including promotional product sales, administering a customer’s rewards program, facilitating redemption code programs, and additional contract add-ons to enhance customer experience. The Company follows the five step model of revenue recognition: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to the performance obligations within the contract; and v. recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s contract assessment and approval varies based on whether the customer requests a one time sale or a long-term contract. Customers with long-term contracts require signed Master Sales Agreements, while one time sales contracts may be approved via email, electronic signature, or verbally. Once the contract is identified and approved, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The Company identifies each piece of promotional product as an individual performance obligation based on the following fact pattern. Customers can benefit from each item of promotional product produced on its own. Each piece of promotional product does not significantly modify or customize other promotional products and are not highly interdependent or interrelated with each other. The Company can, and frequently does, break portions of contracts into separate shipments to meet Customer demands. As such, each piece of promotional product is considered a separate and distinct performance obligation. The transaction price for the majority of the Company’s sales can be clearly identified in a significant majority of the contracts due to an observable selling price. The transaction price is then allocated to the performance obligation(s), i.e. promotional product. The agreements include clearly identified prices. The Company recognizes revenue when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Stran evaluates transfer of control primarily from the customer’s perspective. Considering the transaction from the customer’s perspective reduces the risk that revenue is recognized for activities that do not transfer control of a good or service to the customer. Management determines, at contract inception, whether control of a good or service transfers to a customer over time or at a point in time. The assessment of whether control transfers over time or at a point in time is critical to the timing of revenue recognition. Revenue is recognized over time if any of the following three criteria are met: i. the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs; or ii. the entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced; or iii. the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. 13. Accounts Receivable and Allowance for Credit Losses - Accounts receivable as of December 31, 2023 and 2022 includes allowance for credit losses of $317 and $264, respectively. December 31, December 31, (Restated) (Restated) Trade accounts receivable $ 17,393 $ 14,014 Less: allowance for credit losses on accounts receivable (317 ) (264 ) Total accounts receivable, net $ 17,076 $ 13,750 The Company evaluates our accounts receivable through a continuous process of assessing our portfolio on an individual customer and overall basis. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts and the financial condition of our customers. The Company also considers the economic environment of our customers, both from a marketplace and geographic perspective, in evaluating the need for an allowance. Based on our review of these factors, we establish or adjust allowances for specific customers. Credit losses can vary substantially over time and the process involves judgment and estimation that require a number of assumptions about matters that are uncertain. Accordingly, our results of operations can be affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts. See Note R, “Credit Losses,” to our financial statements included in this report for more information. 14. Freight - The Company includes freight charges as a component of cost of goods sold. 15. Leases - The Company’s lease arrangements relate primarily to office space. The Company’s leases may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. The Company recognizes lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has not elected to account for as a single lease component. As such, minimum lease payments exclude fixed payments for non-lease components within a lease agreement, in addition to excluding variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. 16. Segments - The Company operates as one operating segment with a focus on providing outsourced marketing solutions that also sells branded products to customers. The CEO, as the Company’s chief operating decision maker, manages and allocates resources to the operations of our Company on an aggregated basis. This enables the CEO to assess the Company’s overall level of available resources and determine how best to deploy these resources across functions, product and service lines, and strategic opportunities in line with our long-term Company-wide strategic goals. 17. Uncertainty in Income and Other Taxes - The Company adopted the standards for Accounting for Uncertainty in Income Taxes, which required the Company to report any uncertain tax positions and to adjust its financial statements for the impact thereof. As of December 31, 2023 and 2022, the Company determined it had an uncertain tax position of $2,448 and $2,185. The Company believes the impact will not be material as it will be able to utilize net operating losses to offset a majority of the risk. The Company recorded a nominal amount of interest expense which is included as part of income tax expense. 18. Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided for differences between the basis of assets and liabilities for financial statements and income tax purposes offset by a valuation allowance for 2023 and 2022. 19. Earnings/ Loss per Share - Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method. Dilutive potential common shares include the issuance of potential shares of common stock for outstanding stock options and warrants. 20. Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with FASB ASC 718, Compensation - Stock Compensation. ASC 718 requires all stock-based payments to employees to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company is recognizing compensation costs only for those stock-based awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. The Company records compensation cost as an element of general and administrative expense in the accompanying statements of operations. 21. Stock Option and Warrant Valuation - Stock option and warrant valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non- employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. 22. Sales Tax - Sales tax collected from customers is recorded as a liability, pending remittance to the taxing jurisdiction. Consequently, sales taxes have been excluded from revenues and costs. The Company remits sales, use, and GST taxes to Massachusetts, other state jurisdictions, and Canada, respectively. 23. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosure of certain assets, liabilities and expenses. The most significant estimates in the Company’s financial statements relate to the allowance for credit losses, the fair value of assets and liabilities assumed in acquisitions, goodwill, the fair value of the contingent earnout liability, and the fair value of stock options and warrants. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. 24. Derivative Financial Instruments - The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging 25. Contingent Earn-Out Liabilities - The Company measures its contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Black-Scholes-Merton Call Option Formula was utilized to determine the fair value of the earn-out liability. The significant unobservable inputs used in the fair value measurements are (i) the operating income projections (projected gross profit amounts within the risk-neutral framework) over the earn-out period (generally three or five years), (ii) the strike price, and (iii) volatility. Significant increases or decreases to any of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligations. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in the consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities in the consolidated statements of cash flows. 26. Reclassifications - Certain reclassifications have been made to the Company’s previously issued Statements of Operations whereby amounts relating to (i) cost of sales, previously reflected as multiple components, have been aggregated and reclassified as a single line item, cost of sales, and (ii) change in fair value of the earn-out liability, previously reflected in other income in the other income (expense) section, have been reclassified to change in fair value of contingent earn-out liability. Additionally, certain reclassifications have been made to the Company’s previously issued Statements of Cash Flows whereby amounts relating to the payment of contingent earn-out and installment payments, previously aggregated and reflected as a single line item in the cash flows from financing activities, have been shown gross and shown as separate line items, payment of contingent earn-out liabilities and payment of installment payment liabilities. These reclassifications had no impact on previously reported net income, cash flows, or shareholders’ equity. 27. Recent Accounting Pronouncements - Management has reviewed the following recent accounting pronouncements: 2023-07 – Segment Reporting (Topic 280) In November 2023, the FASB issued ASU 2023-07, which amends the guidance on segment reporting. This update enhances the disclosure requirements for reportable segments, primarily by requiring more detailed information about significant segment expenses. The amendments also clarify the circumstances under which an entity can disclose multiple measures of segment profit or loss and provide new segment disclosure requirements for entities with a single reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the timing and impacts of adoption of this ASU, and expects to adopt ASU 2023-07 effective for the fiscal year 2024 as required under the standard. 2023-09 – Income Taxes (Topic 740) In December 2023, the FASB issued ASU 2023-09, which amends the guidance on income tax disclosures. This update aims to improve the transparency and usefulness of income tax disclosures by requiring entities to provide more detailed information about the nature and effects of income tax uncertainties, the components of income tax expense, and the effective tax rate reconciliation. Additionally, the ASU mandates enhanced disclosures about deferred tax assets and liabilities, including the valuation allowance and the impact of tax law changes. The Company is currently evaluating the timing and impacts of adoption of this ASU. 2024-01 – Compensation – Stock Compensation (Topic 718) In March 2024, the FASB issued ASU 2024-01, which clarifies the accounting for profits interest awards. This update provides guidance on determining whether a profits interest or similar award falls within the scope of ASC 718 (Compensation—Stock Compensation) or other guidance. The ASU aims to ensure consistency and transparency in the accounting for these awards by providing clearer criteria and illustrative examples. The Company is currently evaluating the timing and impacts of adoption of this ASU. 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation, in the notes to the financial statements, of certain cost and expense captions presented on the face of the Company’s Statement of Operations, to provide enhanced transparency to investors. The update may be applied either prospectively or retrospectively. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact ASU 2024-03 will have on its disclosures. 28. Subsequent Events - Management has evaluated events occurring after the balance sheet date through January 22, 2025, the date on which the financial statements were filed.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	12 Months Ended
	Dec. 31, 2023
Restatement of Previously Issued Financial Statements [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	B. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has identified certain accounting errors relating to compliance with U.S. GAAP in connection with the Company’s accounting of certain assets and liabilities as well as acquisition accounting. As a result of the re-audit, the Audit Committee, in consultation with the Company’s management, concluded that the Company’s previously issued audited consolidated financial statements and the notes thereto as of and for the fiscal years ended December 31, 2023 and 2022 require restatement and should not be relied upon. The following include descriptions of the significant adjustments to the Company’s previously reported 2023 and 2022 financial statements. 1. Business Acquisitions The Company incorrectly accounted for the Wildman, GAP, Trend, Premier and T.R. Miller acquisitions (“Acquisitions”) as asset acquisitions that would properly be accounted for as business combinations in accordance with ASC Topic 805, Business Combinations. The Company improperly determined the fair value of certain assets acquired and liabilities assumed and the fair value of contingent earn-out payments, which was part of the total consideration, in accordance with ASC Topic 820, Fair Value Measurement. As a part of the restatement process, the Company performed a separate assessment of each acquisition in accordance with the relevant guidance of ASC Topic 805, Business Combinations, and completed a purchase price allocation analysis, including the proper calculation of the fair value of the certain assets acquired and liabilities assumed and the fair value of contingent earn-out payments. To correct the error, the Company adjusted the final purchase price accounting for inventory, identifiable intangibles, goodwill and contingent earn-out liabilities, including associated mark-to-market adjustments subsequent to the acquisition dates. 2. Goodwill Impairment As a result of the incorrect accounting treatment of the Acquisitions, the Company omitted the recognition of goodwill and failed to perform an annual goodwill impairment analysis as of October 1, 2023 and 2022. As a part of the restatement process, the Company performed quantitative goodwill impairment testing in accordance with ASC 350, Intangibles - Goodwill and Other as of October 1, 2023 and October 1, 2022. The Company determined that the carrying value of its reporting unit was in excess of its fair value. To correct the error, the Company recorded a non-cash goodwill impairment charge during the fourth quarter of fiscal years 2023 and 2022. 3. Income Taxes The Company improperly calculated deferred tax asset and liability balances. The Company also established several improper methods of accounting for income taxes with respect to the Acquisitions, bad debt reserve, capitalized research, and inventory capitalization as well as other book to tax adjustments that needed to be corrected such as charitable contributions and stock option expense. As a part of the restatement process, the Company calculated the correct tax adjustments for the 2021 through 2023 tax years and the impact to the income tax provision and deferred tax asset/(liability) balances. To correct the error, the Company recorded journal entries to correct end of the year deferred tax asset/(liability) balances. With respect to improper methods of tax accounting, the Company recorded an uncertain tax position (“FIN 48”) reserve for each of these items and will correct the improper methods of tax accounting by filing an automatic method change in its 2024 U.S. federal income tax return, which will be filed in 2025. The Company generated tax losses in 2021 and 2022, these losses were able to offset the effects of the improper methods for both 2021 and 2022. In addition, the Company plans to amend its 2023 U.S. federal income tax return, which will include a statement explaining additional adjustments such as charitable contributions and stock option expense to its 2021 and 2022 net operating loss carryforward balances. All tax entries have been booked as of December 31, 2023, and 2022, to reflect the correct income tax provision and deferred tax asset/(liability) balances. The Company recorded a valuation allowance as well in 2022 as the Company was in a cumulative deficit at that time. 4. Related Party Presentation Certain amounts relating to the accounts receivable from related parties, sales to related parties, and cost of sales to related parties, previously reflected in Accounts Receivable, Net, Sales, and Cost of Sales on the Company’s Balance Sheet and Statement of Earnings, have been reclassified to Accounts receivable – related parties, Sales – related parties, and Cost of sales – related parties. These reclassifications had no impact on the previously reported net earnings, cash flows or shareholders’ equity. 5. Accounts Receivable and Unearned Revenue Adjustment The Company incorrectly recorded certain amounts in Accounts Receivable for products that were shipped but not billed as of December 31, 2023, rather than reducing Unearned Revenue for the customer deposit that was received prior to December 31, 2023. As a part of the restatement process, the Company performed reconciliations of unbilled receivables and unearned revenue and adjusted overstated Accounts Receivable and Unearned Revenue balances. 6. Sales Adjustment The Company incorrectly recognized Sales relating to freight charges for certain orders. As a part of the restatement process, the Company conducted a thorough analysis of sales including freight charges. Multiple reviews were carried out to ensure all potential errors were addressed. To correct the error, the Company adjusted overstated freight revenue and corresponding freight expenses for the year ended December 31, 2023. 7. Inventory Adjustment The Company failed to perform a proper full physical inventory count. As a part of the restatement process, the Company performed physical inventory count and corresponding rollback analysis. The Company identified discrepancies between recorded and actual inventory levels. To correct the error, the Company adjusted its inventory records and reduced its reported inventory value as of December 31, 2023, to accurately reflect the findings. 8. Subsequent Measurement of Available-for-Sale Securities The Company incorrectly recorded unrealized holding gains and losses for available-for-sale securities that should be excluded from earnings and reported in other comprehensive income (loss). As a part of the restatement process, the Company performed a separate analysis related to subsequent measurement of available-for-sale securities in accordance with the relevant guidance of ASC Topic 320, Investments – Debt Securities. To correct the error, the Company adjusted realized gain (loss) on investment and corresponding other comprehensive income (loss) for the years ended December 31, 2023 and 2022. 9. Unearned Revenue and Sales Adjustment The Company failed to recognize certain amounts as Sales for the products that were included in Unearned Revenue but shipped as of December 31, 2023. In addition, the Company did not reduce the inventory balance for the products that were shipped as of December 31, 2023. As a part of the restatement process, the Company performed reconciliations of unearned revenue and adjusted overstated Unearned Revenue and Inventory balances for the products that were shipped as of December 31, 2023. * Represents revision for immaterial error correction. The following tables summarize the effect of the restatement on each financial statement line item as of the dates indicated: Balance Sheet as of December 31, 2023 As Adjustment As Reference Cash and cash equivalents $ 7,989 $ 70 8,059 * Investments 10,464 (71 ) 10,393 * Accounts receivable, net 20,466 (4,243 ) 16,223 4,5 Accounts receivable – related parties — 853 853 4 Deferred income taxes 841 (841 ) — 3 Inventory 6,639 (1,857 ) 4,782 7,9 Prepaid corporate taxes 17 45 62 3 Total current assets 49,086 (6,044 ) 43,042 Intangible assets, net 9,659 (6,545 ) 3,114 1 Goodwill — — — 1,2 Other assets — 23 23 1 Total other assets 10,995 (6,522 ) 4,473 Total assets $ 61,602 $ (12,566 ) $ 49,036 Accounts payable and accrued expenses $ 4,316 $ 429 $ 4,745 3 Accrued payroll and related 2,563 5 2,568 * Unearned revenue 5,171 (4,055 ) 1,116 5,9 Current portion of contingent earn-out liabilities 2,870 (2,646 ) 224 1 Current portion of installment payment liabilities — 786 786 1 Total current liabilities 16,667 (5,481 ) 11,186 Long-term contingent earn-out liabilities 4,587 (3,824 ) 763 1 Long-term installment payment liabilities — 639 639 1 Total long-term liabilities 5,385 (3,185 ) 2,200 Additional paid-in capital 38,429 (166 ) 38,263 1 Accumulated deficit 1,119 (3,721 ) (2,602 ) 1,2,3,6,7,* Accumulated other comprehensive loss — (13 ) (13 ) 8 Total stockholders’ equity 39,550 (3,900 ) 35,650 Total liabilities and stockholders’ equity $ 61,602 $ (12,566 ) $ 49,036 Balance Sheet as of December 31, 2022 As Adjustment As Reference Accounts receivable, net 14,443 (693 ) 13,750 5 Deferred income taxes 841 (841 ) — 3 Inventory 6,868 (941 ) 5,927 7 Total current assets 48,569 (2,475 ) 46,094 3,5,7 Intangible assets, net 6,272 (4,034 ) 2,238 1 Goodwill — 90 90 1,2 Other assets — 23 23 1 Total other assets 7,057 (3,921 ) 3,136 1,2 Total assets $ 56,626 $ (6,396 ) $ 50,230 1,2,3,5,7 Accounts payable and accrued expenses $ 4,051 $ (2 ) $ 4,049 * Accrued payroll and related 609 1 610 * Current portion of contingent earn-out liabilities 1,810 (1,072 ) 738 1 Current portion of installment payment liabilities — 267 267 1 Total current liabilities 13,955 (806 ) 13,149 1,* Long-term contingent earn-out liabilities 2,846 (2,358 ) 488 1 Long-term installment payment liabilities — 414 414 1 Total long-term liabilities 3,306 (1,944 ) 1,362 1 Additional paid-in capital 38,279 (166 ) 38,113 1 Accumulated deficit 1,084 (3,301 ) (2,217 ) 1,2,3,6,7,* Accumulated other comprehensive loss — (179 ) (179 ) 8 Total stockholders’ equity 39,365 (3,646 ) 35,719 1,2,3,6,7,8,* Total liabilities and stockholders’ equity $ 56,626 $ (6,396 ) $ 50,230 1,2,3,6,7,8,* Statement of Operations for the Year Ended December 31, 2023 As Adjustment As Reference Sales $ 75,894 $ (747 ) $ 75,147 4,6,9 Sales – related parties — 853 853 4 Total sales 75,894 106 76,000 4,6,9 Cost of sales 51,012 (520 ) 50,492 4,6,9 Cost of sales - related parties — 656 656 4 Total cost of sales 51,012 136 51,148 4,6,9 GROSS PROFIT 24,882 (30 ) 24,852 4,6,9 General and administrative expenses 26,030 (720 ) 25,310 1,* Goodwill impairment — 810 810 2 Total operating expenses 26,030 90 26,120 1,2,* LOSS FROM OPERATIONS (1,148 ) (120 ) (1,268 ) 1,2,4,6,9,* Other income 375 (189 ) 186 1 Change in fair value of contingent earn-out liability — 65 65 1 Realized gain (loss) on investments 270 (167 ) 103 8 Total other income 1,215 (291 ) 924 1,8 EARNING (LOSS) BEFORE INCOME TAXES 67 (411 ) (344 ) 1,2,4,6,8,9,* Provision for income taxes 31 10 41 3 NET EARNINGS (LOSS) 35 (420 ) (385 ) 1,2,3,4,6,8,9,* NET LOSS PER COMMON SHARE Basic $ 0.00 $ (0.02 ) $ (0.02 ) 1,2,3,4,6,8,9,* Diluted $ 0.00 $ (0.02 ) $ (0.02 ) 1,2,3,4,6,8,9,* WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic 18,519,615 277 18,519,892 * Diluted 29,453,206 (10,933,314 ) 18,519,892 1,2,3,4,6,8,9,* Statement of Operations for the Year Ended December 31, 2022 As Adjustment As Reference Sales $ 58,953 $ (1,075 ) $ 57,878 6 Total sales 58,953 (1,075 ) 57,878 6 Cost of sales 42,384 109 42,493 6 Total cost of sales 42,384 109 42,493 6 GROSS PROFIT 16,569 (1,184 ) 15,385 6 General and administrative expenses 18,075 (286 ) 17,789 1,* Goodwill impairment — 1,182 1,182 2 Total operating expenses 18,075 896 18,971 1,2,* LOSS FROM OPERATIONS (1,506 ) (2,080 ) (3,586 ) 1,2,6,* Other income 113 (79 ) 34 1 Change in fair value of contingent earn-out liability — 180 180 1 Realized gain (loss) on investments (179 ) 178 (1 ) 8 Total other income 29 279 308 1,8 LOSS BEFORE INCOME TAXES (1,477 ) (1,801 ) (3,278 ) 1,2,6,8,* Provision for income taxes (699 ) 921 222 3 NET LOSS (778 ) (2,722 ) (3,500 ) 1,2,3,6,8,* NET LOSS PER COMMON SHARE Basic $ (0.04 ) $ (0.14 ) $ (0.18 ) 1,2,3,6,8,* Diluted $ (0.04 ) $ (0.14 ) $ (0.18 ) 1,2,3,6,8,* WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic 19,202,619 (25 ) 19,202,594 * Diluted 19,202,619 (25 ) 19,202,594 * Statement of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 Common Stock Additional Accumulated Other Comprehensive Retained Earnings (Accumulated Stock-holders’ Shares Value Capital Loss Deficit) Equity Balance, December 31, 2023 18,534,073 $ 2 $ 38,429 $ — $ 1,119 $ 39,550 Adjustments 4,927 — (166 ) (13 ) (3,721 ) (3,900 ) Balance, December 31, 2023 18,539,000 $ 2 $ 38,263 $ (13 ) $ (2,602 ) $ 35,650 Balance, December 31, 2022 18,475,521 2 38,279 — 1,084 39,365 Adjustments (185 ) — (166 ) (179 ) (3,301 ) (3,646 ) Balance, December 31, 2022 18,475,336 $ 2 $ 38,113 $ (179 ) $ (2,217 ) $ 35,719 Statement of Cash Flows for the Year Ended December 31, 2023 As Adjustment As Reference CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings (loss) $ 35 $ (420 ) $ (385 ) 1,2,3,4,6,8,9 Depreciation and amortization 1,506 (734 ) 772 1,7 Adjustment to reconcile operating lease expense to cash paid (11 ) 19 8 * Change in allowance for credit losses — (174 ) (174 ) 5,* Change in fair value of contingent earn-out liability — (65 ) (65 ) 1 Intangible asset impairment, net (178 ) 178 — 1 Goodwill impairment — 810 810 1,2 Noncash interest accretion — 11 11 1 Unrealized gain (loss) on investments (270 ) 437 167 8 Accounts receivable (6,023 ) 5,346 (677 ) 4,5 Accounts receivable – related parties — (853 ) (853 ) 4 Inventory 228 1,799 2,027 7 Prepaid taxes 71 (46 ) 25 3 Prepaid expenses (566 ) 5 (561 ) * Accounts payable and accrued expenses 265 (161 ) 104 * Accrued payroll and related 1,955 3 1,958 * Unearned revenue 4,538 (4,340 ) 198 5 Net cash used in operating activities (4,365 ) 1,815 (2,550 ) 1,2,3,4,5,6,7,8,9,* CASH FLOWS FROM INVESTING ACTIVITIES: Business acquisitions, net of cash acquired (660 ) (1,463 ) (2,123 ) 1 Proceeds from sale of investments — 4,231 4,231 8 Purchase of investments (415 ) (4,430 ) (4,845 ) 8 Net cash used in investing activities (2,074 ) (1,662 ) (3,736 ) 1,8 CASH FLOWS FROM FINANCING ACTIVITIES: Payment of contingent earn-out liabilities (775 ) 134 (641 ) 1 Payment of installment payment liabilities — (218 ) (218 ) 1 Net cash used in financing activities (825 ) (84 ) (909 ) 1 NET DECREASE IN CASH (7,264 ) 69 (7,195 ) 1,2,3,4,5,6,7,8,9,* CASH - ENDING $ 7,990 $ 69 $ 8,059 1,2,3,4,5,6,7,8,9,* Statement of Cash Flows for the Year Ended December 31, 2022 As Adjustment As Reference CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (778 ) $ (2,722 ) $ (3,500 ) 1,2,3,6,8 Adjustment to deferred income taxes (728 ) 945 217 3 Depreciation and amortization 725 (305 ) 420 1,7 Change in allowance for credit losses — 36 36 * Change in fair value of contingent earn-out liability — (180 ) (180 ) 1 Intangible asset impairment, net (149 ) 149 — 1 Goodwill impairment — 1,182 1,182 1,2 Unrealized gain (loss) on investments 179 (358 ) (179 ) 8 Accounts receivable (5,460 ) 2,453 (3,007 ) 5 Inventory (1,637 ) 692 (945 ) 7 Prepaid expenses (87 ) 952 865 1 Deposits (287 ) (324 ) (611 ) 1 Accounts payable and accrued expenses (932 ) (969 ) (1,901 ) 1 Accrued payroll and related (228 ) 1 (227 ) * Unearned revenue (113 ) (602 ) (715 ) 5 Net cash used in operating activities (2,950 ) 950 (2,000 ) 1,2,3,5,6,7,8,* CASH FLOWS FROM INVESTING ACTIVITIES: Business acquisitions, net of cash acquired (737 ) (1,138 ) (1,875 ) 1 Proceeds from sale of investments — 200 200 8 Purchase of investments (9,966 ) (13 ) (9,979 ) 8 Net cash used in investing activities (11,329 ) (951 ) (12,280 ) 1,8 CASH FLOWS FROM FINANCING ACTIVITIES: Payment for stock repurchase (3,332 ) 1 (3,331 ) * Net cash used in financing activities (2,694 ) 1 (2,693 ) *

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	C. FAIR VALUE MEASUREMENTS Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2023 and 2022. The carrying amount of accounts payable approximated fair value as they are short term in nature. The fair value of stock options and warrants are estimated based on the Black-Scholes model during the years ended December 31, 2023 and 2022. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the Company’s investments and money market accounts represent Level 1 measurements. The estimated fair value of the earn-out liabilities represent Level 3 measurements. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at periods ended December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, (Restated) (Restated) Assets: Investments 1 $ 10,393 $ 9,779 Liabilities: Earn-out liabilities 3 $ 987 $ 1,226 Investments The Company’s investments consisted of the following as of December 31, 2023: Cost Unrealized Fair (Restated) (Restated) (Restated) Money market fund $ 947 $ — $ 947 Corporate bonds 3,869 38 3,907 Mutual funds 490 10 500 US Treasury bills 4,920 119 5,039 $ 10,226 $ 167 $ 10,393 The Company’s investments consisted of the following as of December 31, 2022: Cost Unrealized Fair Money market fund $ 487 $ — $ 487 Corporate bonds 4,540 (136 ) 4,404 US Treasury bills 4,931 (43 ) 4,888 $ 9,958 $ (179 ) $ 9,779 Earn-Out Liabilities A reconciliation of the earn-out liability is included below: (Restated) Balance as of December 31, 2021 $ 1,523 Additions pursuant to acquisitions 552 Gain upon re-measurement (180 ) Payments earned and paid (669 ) Balance as of December 31, 2022 $ 1,226 Additions pursuant to acquisitions 467 Gain upon re-measurement (65 ) Payments earned and paid (641 ) Balance as of December 31, 2023 $ 987 Current portion of contingent earn-out liabilities $ 224 Long-term contingent earn-out liabilities $ 763 Fair Value on a Non-Recurring Basis Installment Payment Liabilities The estimated fair value of the installment payment liabilities represent a Level 2 measurement. The Company measures the initial installment payment liabilities at fair value by discounting the contractually agreed upon payments by Bloomberg’s B+ corporate yield curve as of the valuation date, using rates commensurate with the term to payment. The credit rating was determined utilizing Bloomberg’s default risk function for the Company as of the valuation date. The installment payments and payment date (term) are based on the purchase agreements and the discount rate represents a quoted market price classified within Level 2 of the fair value hierarchy.

Inventory

Inventory	12 Months Ended
	Dec. 31, 2023
Inventory [Abstract]
INVENTORY	D. INVENTORY Inventory consists of the following: December 31, December 31, (Restated) (Restated) Finished goods (branded products) $ 4,182 $ 5,616 Goods in process (un-branded products) 600 311 $ 4,782 $ 5,927

Property and Equipment, Net

Property and Equipment, Net	12 Months Ended
	Dec. 31, 2023
Property and Equipment, Net [Abstract]
PROPERTY AND EQUIPMENT, NET	E. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: December 31, December 31, Leasehold improvements $ 6 $ 6 Office furniture and equipment 558 501 Software 2,468 1,525 Transportation equipment 62 62 3,094 2,094 Accumulated depreciation (1,573 ) (1,094 ) $ 1,521 $ 1,000 The Company recorded depreciation expense of $479 and $257, for the years ended December 31, 2023 and 2022, respectively.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets [Abstract]
GOODWILL AND INTANGIBLE ASSETS	F. GOODWILL AND INTANGIBLE ASSETS During the fourth quarter of fiscal years 2023 and 2022, the Company completed a goodwill impairment analysis for its single reporting unit. The Company determined that the carrying value of its reporting unit was in excess of its fair value and recorded a non-cash impairment charge of $1,182 and $810 during the fourth quarter of fiscal years 2023 and 2022, respectively. This impairment reduced the goodwill to $90 and $0 The following table summarizes the activity in the Company’s goodwill balance: (Restated) Balance as of December 31, 2021 $ 335 Acquisitions (see Note G) 937 Impairment (1,182 ) Balance as of December 31, 2022 $ 90 Acquisition (see Note G) 720 Impairment (810 ) Balance as of December 31, 2023 $ — The following table presents details of the Company’s intangible assets, estimated lives and related accumulated amortization: As of December 31, 2023 As of December 31, 2022 (Restated) (Restated) Estimated Gross Accumulated Net Gross Accumulated Net Customer lists 10 - 12 years $ 3,716 $ (602 ) $ 3,114 $ 2,546 $ (308 ) $ 2,238 Total $ 3,716 $ (602 ) $ 3,114 $ 2,546 $ (308 ) $ 2,238 The Company recorded amortization expense of $294 and $163 for the years ended December 31, 2023 and 2022, respectively. The following table presents future estimated amortization expense based on existing intangible assets held for use: Fiscal Years: (Restated) 2024 $ 343 2025 343 2026 343 2027 343 2028 343 Thereafter 1,399 Total $ 3,114 Actual future estimated amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, impairments, and other factors or changes.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2023
Acquisitions [Abstract]
ACQUISITIONS	G. ACQUISITIONS GAP Acquisition On January 31, 2022 (the “G.A.P. Closing Date”), the Company completed its acquisition (the “G.A.P. Acquisition”) of substantially all of the assets of G.A.P. Promotions, LLC (the “G.A.P. Acquired Assets”), pursuant to the Asset Purchase Agreement by and among the Company, G.A.P. Promotions, and Gayle Piraino and Stephen Piraino, dated as of January 21, 2022 as amended on January 31, 2022 (as amended, the “G.A.P. Purchase Agreement”). The aggregate consideration required to be paid by the Company to G.A.P. Promotions for the purchase of the G.A.P. Acquired Assets (the “G.A.P. Purchase Price”) was: (a) $500 paid on the G.A.P. Closing Date; (b) an amount paid on the G.A.P. Closing Date equal to the amount paid by G.A.P. Promotions (at cost) for all of the Inventory (as defined in the G.A.P. Purchase Agreement) that was on hand as of the date and time of the G.A.P. Closing Date; (c) following the G.A.P. Closing Date, two annual installment payments, consisting of (i) $180 within 45 days of the first anniversary of the G.A.P. Closing Date and (ii) $300 within 45 days of the second anniversary of the G.A.P. Closing Date; and (d) required earnout payments within a certain period after each of the first two anniversaries of the G.A.P. Closing Date, in an amount equal to 70% of annual Gross Profit (as defined in the G.A.P. Purchase Agreement) to the extent that Gross Profit during the immediately trailing 12-month period prior to the applicable G.A.P. Closing Date anniversary exceeded $1,500. The G.A.P. Purchase Price was approximately $1,981, as detailed below. Additionally, the Company issued restricted shares of common stock on the G.A.P. Closing Date in an amount equal to the quotient of $100 divided by the closing price of the common stock at the close of trading on the date of the public announcement of the G.A.P. Purchase Agreement, which were determined to be post-combination expense as they were subject to forfeiture under certain conditions resulting in the termination of continuous employment during the vesting period, and therefore excluded from the G.A.P Purchase Price. The G.A.P. Acquisition was accounted for as a business combination in accordance with U.S. GAAP, with the Company as the accounting acquirer. Under this method of accounting, the G.A.P. Acquired Assets are recorded at estimated fair value as of the G.A.P. Closing Date. The excess of the purchase price over the estimated fair value of the net assets acquired, if applicable, is recognized as goodwill. The following table summarizes the estimated fair value of the total consideration required to be paid pursuant to the G.A.P. Purchase Agreement As Adjustment As Cash $ 1,511 $ (1,011 ) $ 500 Cash adjustment for working capital — 920 920 Cash payment for inventory — 91 91 Fair value of restricted stock 100 (100 ) — Fair value of contingent earn-out payments 1,635 (1,622 ) 13 Present value of installment payments — 457 457 Total consideration $ 3,246 $ (1,265 ) $ 1,981 The Company determined the estimated fair value of the earn-out payments based on a discounted cash flow method. The following table summarizes the purchase price allocations relating to the G.A.P. Acquisition: (Restated) Accounts receivable $ 1,105 Prepaid expenses 627 Inventory 112 Customer relationships 410 Goodwill 580 Accounts payable and accrued expenses (227 ) Unearned revenue (626 ) Total consideration $ 1,981 The G.A.P. Acquired Assets Pro forma disclosure for the GAP Acquisition The financial results of this acquisition are included in the Company’s statements of operations from the date of acquisition. As a privately held company, G.A.P. Promotions’ historic cash basis financial statements were unaudited and not prepared under US GAAP, including, but not limited to, differences in revenue recognition. The disclosure of supplemental pro forma financial information required under ASC 805 for a public business entity has been deemed impracticable Trend Acquisition On August 31, 2022 (the “Trend Closing Date”), the Company completed its acquisition (the “Trend Acquisition”) of substantially all of the assets of Trend Brand Solutions (the “Trend Acquired Assets”), pursuant to the Asset Purchase Agreement by and among the Company, Trend Brand Solutions, and Michael Krausner, dated as of July 13, 2022 (as amended on August 31, 2022, the “Trend Purchase Agreement”). The aggregate consideration required to be paid by the Company to Trend Brand Solutions for the purchase of the Trend Acquired Assets (the “Trend Purchase Price”) was: (a) $175 paid on the Trend Closing Date; (b) an amount equal to the amount paid by Trend Brand Solutions (at cost) for all of the Inventory (as defined in the Trend Purchase Agreement) that was on hand as of the Trend Closing Date; (c) an amount equal to the depreciated value of the Fixed Assets (as defined in the Trend Purchase Agreement); (d) four annual installment payments (each, a “Trend Installment Payment” and collectively, the “Trend Installment Payments”), consisting of (i) approximately $38 within 45 days of the first anniversary of the Trend Closing Date, (ii) approximately $38 within 45 days of the second anniversary of the Trend Closing Date, (iii) $25 within 45 days of the third anniversary of the Trend Closing Date, and (iv) $25 within 45 days of the fourth anniversary of the Trend Closing Date; (e) restricted shares of common stock in an amount equal to the quotient of $100 divided by the daily volume-weighted average price of the common stock on The Nasdaq Capital Market for the five trading days prior to the Trend Closing Date; and (f) earn-out payments within a certain period after each of the first four anniversaries of the Trend Closing Date, in an amount equal to 40% of annual Gross Profit (as defined in the Trend Purchase Agreement) to the extent that such Gross Profit during the immediately trailing 12-month period prior to the applicable Trend Closing Date anniversary is in excess of $800. The Trend Purchase Price was subject to certain adjustments. The Trend Purchase Price was decreased by the amount of any outstanding indebtedness of Trend Brand Solutions for borrowed money existing as of the Trend Closing Date, other than any indebtedness constituting Assumed Liabilities (as defined in the Trend Purchase Agreement) provided that such deducted amount was utilized to pay off such outstanding indebtedness. In addition, the Trend Purchase Price was subject to customary estimated and final working capital adjustment provisions with a target working capital of $0. In the event that any Inventory remained in stock was included in the Purchased Assets (as defined in the Trend Purchase Agreement), and during the first 24 months following the Trend Closing Date it was not purchased or became part of a contractual obligation of a client to purchase, then a deduction for such unsold Inventory required to be made from the next applicable Trend Installment Payment (and if the amount of the next Trend Installment Payment was not sufficient, then from future Trend Installment Payments until fully deducted). In the event that the Inventory is eventually purchased after such 24-month period, the amount that the Company receives for such Inventory will be credited and paid as part of the next applicable Trend Installment Payment. The Trend Purchase Price was approximately $433, as detailed below. The Trend Acquisition was accounted for as a business combination in accordance with U.S. GAAP, with the Company as the accounting acquirer. Under this method of accounting, the Trend Acquired Assets are recorded at estimated fair value as of the Trend Closing Date. The excess of the purchase price over the estimated fair value of the net assets acquired, if applicable, is recognized as goodwill. The following table summarizes the estimated fair value of the total consideration required to be paid pursuant to the Trend Purchase Agreement as of the Trend Closing Date: As Adjustment As Cash $ 2 $ 173 $ 175 Cash adjustment for working capital — (213 ) (213 ) Cash payment for inventory and fixed assets — 138 138 Fair value of restricted stock 100 (52 ) 48 Fair value of contingent earn-out payments 1,370 (1,095 ) 275 Present value of installment payments — 108 108 Cash assumed — 64 64 Loan repayment — (162 ) (162 ) Liabilities assumed 721 (721 ) — Total consideration $ 2,193 $ (1,760 ) $ 433 The Company determined the estimated fair value of the earn-out payments based on a discounted cash flow method adjusted for the probability of Trend Brand Solutions achieving certain milestones as set forth in the Trend Purchase Agreement. The following table summarizes the purchase price allocations relating to the Trend Acquisition: (Restated) Cash $ 64 Accounts receivable 347 Prepaid expenses 2 Inventory 151 Property and equipment, net 14 Customer relationships 286 Goodwill 267 Other assets 23 Accounts payable and accrued expenses (559 ) Note payable (162 ) Total consideration $ 433 The Trend Acquired Assets were valued using a combination of a multi-period excess earnings methodology, a discounted cash flow approach and present value of cash flows approach. The goodwill represents the excess fair value after the allocation of intangibles, of which approximately $10 is expected to be deductible for tax purposes. Pro forma disclosure for the Trend Acquisition The financial results of this acquisition are included in the Company’s statements of operations from the date of acquisition. As a privately held company, Trend’s historic cash basis financial statements were unaudited and not prepared under US GAAP, including, but not limited to, differences in revenue recognition. The disclosure of supplemental pro forma financial information required under ASC 805 for a public business entity has been deemed impracticable Premier Business Services Acquisition On December 20, 2022 (the “Premier Closing Date”), the Company completed its acquisition (the “Premier Acquisition”) of substantially all of the assets of Premier NYC (the “Premier NYC Acquired Assets”), pursuant to the Asset Purchase Agreement dated as of November 29, 2022 (the “Premier Purchase Agreement”), by and between the Company and Peter Poser (the “Premier NYC Seller”). The aggregate consideration required to be paid by the Company to the Premier NYC Seller for the purchase of the Premier NYC Acquired Assets (the “Premier Purchase Price”) was: (a) $100 paid on the Premier Closing Date; (b) restricted shares of common stock issued on the Premier Closing Date that was equal to the quotient of $25 divided by the daily volume-weighted average price of the common stock on The Nasdaq Capital Market for the five trading days prior to the Premier Closing Date; (c) three annual installment payments to the Premier NYC Seller due on each anniversary of the Premier Closing Date equal to $60, $40, and $30, respectively; and (d) three annual earn-out payments payable in cash, in an amount equal to 45% of annual Gross Profit (as defined in the Premier Purchase Agreement) to the extent that such Gross Profit during the immediately trailing 12-month period prior to the applicable Premier Closing Date anniversary is in excess of $350. The Premier Purchase Price was subject to a working capital adjustment and certain other adjustments. The aggregate purchase price was approximately $830. The Premier Acquisition was accounted for as a business combination in accordance with U.S. GAAP, with the Company as the accounting acquirer. Under this method of accounting, the Premier NYC Acquired Assets are recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired, if applicable, is recognized as goodwill. The following table summarizes the estimated fair value of the total consideration required to be paid pursuant to the Premier Purchase Agreement as of the Premier Closing Date: As Adjustment As Cash $ 440 $ (340 ) $ 100 Cash adjustment for working capital — 340 340 Fair value of restricted stock 25 (15 ) 10 Fair value of earn-out payments 908 (644 ) 264 Present value of installment payments — 116 116 Liabilities assumed 18 (18 ) — Total consideration $ 1,391 $ (561 ) $ 830 The Company determined the estimated fair value of the earn-out payments based on a discounted cash flow method adjusted for the probability of Premier NYC achieving certain milestones as set forth in the Premier Purchase Agreement. The following table summarizes the purchase price allocations relating to the Premier Acquisition: (Restated) Cash $ 14 Accounts receivable 344 Customer relationships 400 Goodwill 90 Accounts payable and accrued expenses (18 ) Total consideration $ 830 The Premier NYC Acquired Assets were valued using a combination of a multi-period excess earnings methodology, a discounted cash flow approach and present value of cash flows approach. The goodwill represents the excess fair value after the allocation of intangibles, of which $0 is expected to be deductible for tax purposes. Pro forma disclosure for the Premier Acquisition The financial results of this acquisition are included in the Company’s statements of operations from the date of acquisition. As a privately held company, Premier’s historic cash basis financial statements were unaudited and not prepared under US GAAP, including, but not limited to, differences in revenue recognition. The disclosure of supplemental pro forma financial information required under ASC 805 for a public business entity has been deemed impracticable T.R. Miller Acquisition On June 1, 2023 (the “T R Miller Closing Date”), the Company completed its acquisition (the “T R Miller Acquisition”) of substantially all of the assets of T R Miller (the “T R Miller Acquired Assets”), pursuant to the Asset Purchase Agreement, date as of January 25, 2023 (the “T R Miller Purchase Agreement”), among the Company, T R Miller, and Thomas R Miller (the “T R Miller Stockholder”). The aggregate consideration required to be paid by to T R Miller for the purchase of the T R Miller Acquired Assets was (a) $1,000 payable in cash on the T R Miller Closing Date; (b) an amount equal to the cost basis of Inventory (as defined in the T R Miller Purchase Agreement); (c) four annual installment payments due on each anniversary of the T R Miller Closing Date, equal to $400, $300, $200, and $200, respectively; (d) four annual earn-out payments equal to (i) 45% of the annual Gross Profit (as defined in the T R Miller Purchase Agreement) during the immediately trailing 12-month period prior to the applicable T R Miller Closing Date anniversary with respect to certain customers of T R Miller or primarily resulting from the efforts of the T R Miller Stockholder or certain employees or independent contractors of T R Miller, to the extent that such Gross Profit amount exceeded $4,000, plus (ii) 25% of the annual Gross Profit during the immediately trailing 12-month period prior to the applicable T R Miller Closing Date anniversary with respect to certain customers primarily resulting from the past or future efforts of the Company that are assigned to and the primary responsibility of any employee or independent contractor of T R Miller as designated by the T R Miller Purchase Agreement, to the extent that such Gross Profit amount exceeded $4,000. The aggregate T R Miller Purchase Price was approximately $3,541 and was subject to a working capital adjustment. The following table summarizes the estimated fair value of the total consideration required to be paid pursuant to the T R Miller Purchase Agreement as of the T R Miller Closing Date: As Adjustment As Cash $ 2,123 $ (1,123 ) $ 1,000 Cash adjustment for working capital — 1,123 1,123 Fair value of earn-out payments 4,551 (4,084 ) 467 Present value of installment payments — 951 951 Total consideration $ 6,674 $ (3,133 ) $ 3,541 The Company determined the estimated fair value of the earn-out payments based on a discounted cash flow method adjusted for the probability of T R Miller achieving certain milestones as set forth in the T R Miller Purchase Agreement. The Company determined the estimated fair value of the installment payments based on the present value of the future cash flows in accordance with the T R Miller Purchase Agreement. The following table summarizes the purchase price allocations relating to the T R Miller Acquisition: (Restated) Accounts receivable $ 1,622 Prepaid expense 5 Inventory 882 Customer relationships 1,170 Goodwill 720 Right of use asset - office leases 837 Accounts payable and accrued expenses (591 ) Unearned revenue (285 ) Lease liability (819 ) Total consideration $ 3,541 The T R Miller Acquired Assets were valued using a combination of a multi-period excess earnings methodology, a discounted cash flow approach and present value of cash flows approach. The goodwill represents the excess fair value after the allocation of intangibles, of which approximately $420 is expected to be deductible for tax purposes. The Company incurred approximately $39 of acquisition-related transaction costs in conjunction with the T R Miller Acquisition. Pro forma disclosure for the T R Miller Acquisition The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the T R Miller Acquisition had taken place on January 1, 2022. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date: December 31, December 31, (Restated) (Restated) Sales $ 80,256 $ 77,131 Costs of sales 54,228 57,163 Gross profit 26,028 19,968 Operating expenses 27,543 22,545 Loss from operations (1,515 ) (2,577 ) Other income (expense) Other income 271 1 Interest income (expense), net 582 135 Realized gain (loss) on investments 103 (179 ) 956 (43 ) Loss before taxes (559 ) (2,620 ) Provision for income taxes 41 467 Net loss (600 ) (3,087 ) Net loss per share - basic & diluted $ (0.03 ) $ (0.16 ) Weighted average shares outstanding - basic & diluted 18,519,892 19,202,594

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2023
Accounts Payable and Accrued Expenses [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	H. ACCOUNTS PAYABLE AND ACCRUED EXPENSES: Accounts payable and accrued expenses consists of the following: December 31, December 31, (Restated) (Restated) Cost of sales - purchases $ 3,218 $ 3,571 Other payables and accrued expenses 1,527 478 $ 4,745 $ 4,049

Note Payable - Line of Credit

Note Payable - Line of Credit	12 Months Ended
	Dec. 31, 2023
Note Payable - Line of Credit [Abstract]
NOTE PAYABLE - LINE OF CREDIT	I. NOTE PAYABLE - LINE OF CREDIT The Company has a $7,000 line of credit with Salem Five Cents Savings Bank at December 31, 2023 and 2022, borrowings on this line of credit amounted to zero. The line bears interest at prime rate plus 0.5% per annum. At December 31, 2023 and 2022, the interest rate was 9.0% and 8.0%, respectively. The line is reviewed annually and is due on demand. This line of credit is secured by substantially all assets of the Company. The line of credit was terminated effective August 26, 2024.

Reward Card Program Liability

Reward Card Program Liability	12 Months Ended
	Dec. 31, 2023
Reward Card Program Liability [Abstract]
REWARD CARD PROGRAM LIABILITY	J. REWARD CARD PROGRAM LIABILITY The Company manages reward card programs for customers. Under this program, the Company receives cash and simultaneously records a liability for the total amount received. These accounts are adjusted on a periodic basis as reward cards are funded or reduced at the direction of the customers. At December 31, 2023 and 2022, the company had deposits totaling $875 and $6,000, respectively.

Note Payable - Wildman

Note Payable - Wildman	12 Months Ended
	Dec. 31, 2023
Note Payable - Wildman [Abstract]
NOTE PAYABLE - WILDMAN	K. NOTE PAYABLE - WILDMAN In connection with the asset acquisition of Wildman Imprints on September 26, 2020, the Company had an amount due to the seller of $162 for the inventory purchased. This amount accrues no interest, and is to be paid “as used” on a quarterly basis through the three years earn-out period as discussed in Note J. During the year ended December 31, 2023, the seller forgave the outstanding note payable and the Company recognized a gain on the extinguishment of debt of $162 for the outstanding principal balance which is recorded in general and administrative expense on the statement of operations. At December 31, 2023 and 2022, the note totaled $0 and $162, respectively.

Installment Payment Liability

Installment Payment Liability	12 Months Ended
	Dec. 31, 2023
Installment Payment Liability [Abstract]
INSTALLMENT PAYMENT LIABILITY	L. INSTALLMENT PAYMENT LIABILITY A reconciliation of the installment payment liability is included below: (Restated) Balance as of December 31, 2021 $ — Additions pursuant to acquisitions 681 Balance as of December 31, 2022 $ 681 Additions pursuant to acquisitions 951 Interest accretion 11 Payments made (218 ) Balance as of December 31, 2023 $ 1,425 Current portion of installment payment liabilities $ 786 Long-term installment payment liabilities $ 639

Revenue

Revenue	12 Months Ended
	Dec. 31, 2023
Revenue [Abstract]
REVENUE	M. REVENUE Revenue disaggregated according to the timing of transfer of goods or services (e.g., at a point in time) was as follows: Revenue generated per major product category December 31, December 31, (Restated) (Restated) Promotional products - dropshipping $ 32,794 $ 33,179 Promotional products – Company owned inventory 17,911 11,086 Promotional products – bulk dropshipping 17,686 6,797 Promotional products – third party distributor 6,076 5,392 Rewards program 1,233 1,213 Additional services 300 211 $ 76,000 $ 57,878 Unearned revenue includes customer deposits and deferred revenue which represent prepayments from customers. The Company had unearned revenue as follows: December 31, December 31, (Restated) (Restated) Balance at January 1, $ 633 $ 722 Revenue recognized (633 ) (722 ) Amounts collected or invoiced 1,116 633 Unearned revenue $ 1,116 $ 633

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	N. COMMITMENTS AND CONTINGENCIES: Legal Proceedings The Company may from time to time become involved in various legal actions incidental to our business. As of the date of this report, the Company is not involved in any legal proceedings that it believes could have a material adverse effect on its financial position or results of operations. However, the outcome of any current or future legal proceeding is inherently difficult to predict and any dispute resolved unfavorably could have a material adverse effect on the Company’s business, financial position, and operating results. Lease Agreements - Operating Leases On May 31, 2020, the Company renewed a lease for a 10,500 square foot office space in Quincy, MA. The lease renewed on June 1, 2020 and is for a term of 60 months from the renewal date. The lease included an escalation clause with annual increases of approximately 2.5% increase per year. The associated lease right-of-use asset and lease liability is $433 as of December 31, 2023, based on the present value of payments and an incremental borrowing rate of 12%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings. On September 8, 2020, the Company entered into a lease for a 10,500 square foot office space in Warsaw, IN. The lease commenced on September 10, 2020 and is for a term of 36 months from the commencement date. The lease included an escalation clause with annual increases of approximately 2.5% increase per year. The associated lease right-of-use asset and lease liability as of December 31, 2023, were zero. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings. On February 1, 2023, the Company entered into a lease for a 5,600 square foot office space in Tomball, TX. The lease commenced on February 1, 2023 and is for a term of 36 months from the commencement date. The lease included an escalation clause with annual increases of approximately 2.3% increase per year. The Company recorded a lease right-of-use asset and lease liability of $130 as of December 31, 2023, based on the present value of payments and an incremental borrowing rate of 4%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings. On May 31, 2023, the Company entered into a lease for a 25,000 square foot office space and warehouse in Walpole, MA. The lease commenced on June 1, 2023 and is for a term of 60 months from the commencement date. The lease included an escalation clause with annual increases of approximately 2% increase per year. The Company recorded a lease right-of-use asset and lease liability of $760 as of December 31, 2023, based on the present value of payments and an incremental borrowing rate of 4%. As the Company’s lease did not provide an implicit rate, the Company estimated the incremental borrowing rate based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings. The following schedule represents the components of lease expense: December 31, December 31, (Restated) (Restated) Lease cost Operating lease cost $ 537 $ 457 Total $ 537 $ 457 The following schedule represents maturities of operating and finance lease liabilities as of December 31, 2023: Operating Minimum (Restated) 2024 $ 570 2025 361 2026 189 2027 185 2028 67 Thereafter — Total payments 1,372 Less amount representing interest (46 ) Present value of payments $ 1,326 The following schedule sets forth supplemental cash flow information related to operating and finance leases as of December 31, 2023 and 2022: December 31, December 31, (Restated) (Restated) Other information Operating cash flows from operating lease $ 8 $ — The aggregate weighted average remaining lease term was 3.2 years as of December 31, 2023. The aggregate weighted average discount rate was 3.3% as of December 31, 2023.

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2023
Stockholders’ Equity [Abstract]
STOCKHOLDERS’ EQUITY	O. STOCKHOLDERS’ EQUITY Common Stock In accordance with the Company’s Articles of Incorporation dated May 24, 2021, the Company is authorized to issue 300,000,000 shares of $0.0001 par value common stock, of which 18,539,000 and 18,475,336 shares were issued and outstanding at December 31, 2023 and 2022, respectively. Common stockholders are entitled to one vote per share and are entitled to receive dividends when, as and if declared by the Board of Directors. Warrants The Company has outstanding publicly-traded warrants which entitle the holders to purchase one share of common stock at an exercise price of $4.81375 per share as of December 31, 2023, which expire five years from issuance (“IPO Warrants”). As of December 31, 2023 and 2022, IPO Warrant holders exercised an aggregate 659,456 IPO Warrants and there were 4,478,134 IPO Warrants outstanding. The Company has 149,639 outstanding warrants issued to the underwriters of the Company’s IPO that were exercisable beginning six months after the date of the IPO at an exercise price of $5.19 with a five-year expiration term. The Company has outstanding private placement warrants which entitle the holders to purchase up to 5,464,903 shares of common stock at an exercise price of $4.97 per share, which will expire five years from issuance (“PIPE Warrants”). The PIPE Warrants have certain downward pricing adjustment mechanisms, including with respect to any subsequent equity sale that is deemed a dilutive issuance, in which case the PIPE Warrants will be subject to a floor price of $1.00 per share, as set forth in the PIPE Warrants. The Company has outstanding 131,158 warrants issued to the placement agent for the PIPE that were exercisable beginning six months from the date of the PIPE at an exercise price of $4.97 with a five-year expiration term. As of December 31, 2023 and 2022 PIPE Warrant holders have exercised zero PIPE Warrants and there were 5,596,061 PIPE Warrants outstanding. The following table reflects all outstanding and exercisable warrants at December 31, 2023 and 2022: Number of Weighted Weighted Aggregate Balance January 1, 2022 10,345,784 $ 4.90 5.0 $ — Warrants exercised (271,589 ) 4.81 — — Balance December 31, 2022 10,074,195 $ 4.91 5.0 $ — Balance December 31, 2023 10,074,195 $ 4.91 4.0 $ — Stock Repurchase Program On February 21, 2022, the Board of Directors of the Company authorized a repurchase of up to $10,000 of the Company’s shares from time to pursuant to a stock repurchase program, or the Repurchase Program. Under the terms of the Repurchase Program, the Company may repurchase shares through open market or negotiated private transactions. The timing and extent of any purchases depend upon ongoing assessments of the Company’s capital needs, market conditions and the price of the Company’s common stock, and other corporate considerations, as determined by management, and are subject to the restrictions relating to volume, price and timing under applicable laws, including but not limited to, Rule 10b-18 promulgated under the Exchange Act. Upon retirement, the Company allocates amounts in excess of par value between additional paid-in capital and retained earnings. The portion charged to retained earnings is first limited to positive amounts (i.e., credit balances) in retained earnings and then to positive amounts in additional paid-in capital. Below is a table containing information about purchases made by the company: Period Total Average Total Maximum January 1, 2022 - December 31, 2022 1,777,657 $ 1.87 1,777,657 $ 6,668 January 1, 2023 – December 31, 2023 37,509 $ 1.32 1,815,166 $ 6,618

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2023
Stock-Based Compensation [Abstract]
STOCK-BASED COMPENSATION	P. STOCK-BASED COMPENSATION In November 2021, the Board of Directors adopted the Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) which provides for the granting of non-qualified stock options and restricted stock to the Company’s employees, officers, directors, and outside consultants to purchase shares of the Company’s common stock. The number of shares of common stock available for issuance under the 2021 Plan is 1,041,147 shares of common stock. Stock-based compensation expense included the following components: December 31, December 31, (Restated) (Restated) Stock options $ 49 $ 161 Restricted stock 151 170 $ 200 $ 331 All stock-based compensation expense is recorded in General and Administrative expense in the Statement of Operations. Non-Qualified Stock Options The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the assumptions noted in the table below. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. The Company uses historical data on employee turnover and terminations to estimate the percentage of options that will ultimately be exercised. Expected volatility is based on historical volatility from a representative sample of publicly traded companies. The expected term represents the period of time that the options are expected to be outstanding. The risk-free interest rate is estimated using the rate of return on U.S. Treasury Notes with a life that approximates the expected life of the option. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual results differ from the estimates. Stock-based compensation is based on awards that are ultimately expected to vest. Option awards are generally granted with an exercise price equal to the fair value of the Company’s stock at the date of grant; those options generally vest based on four years of continuous service and have 10-years contractual terms. The Black-Scholes option pricing model assumptions are as follows: Risk-free interest rate 3.86% Expected term 5.5-6.25 years Expected volatility 29.24% Expected dividends 0% A summary of option activity under the 2021 Plan as of December 31, 2023 and 2022 and changes during the years then ended is presented below: Options Shares Weighted Average Aggregate (Restated) (Restated) (Restated) Outstanding at January 1, 2022 1,515,000 $ 4.15 $ 2,879 Granted 81,000 2.32 — Forfeited or expired and other adjustments (90,667 ) 4.15 — Outstanding at December 31, 2022 1,505,333 $ 4.11 $ — Granted 76,500 1.66 — Forfeited or expired and other adjustments (115,771 ) 4.13 — Outstanding at December 31, 2023 1,466,062 $ 3.98 $ — Vested and exercisable at December 31, 2023 852,896 $ 4.09 $ — The weighted-average grant-date fair value of options granted during the years ended December 31, 2023 and 2022 was $1.54 and $1.80, respectively. The weighted-average remaining contractual term for the outstanding options is approximately 8 years and 9 years as of December 31, 2023 and 2022, respectively. Restricted Stock: Restricted stock consists of time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs). RSUs granted under the 2021 Plan generally vest over 3 to 4 years, based on continued employment, and are settled upon vesting shares of the Company’s common stock on a one-for-one basis. PSUs granted under the 2021 Plan are issued and vest immediately as various performance goals and targets are achieved. A summary of restricted stock activity under the 2021 Plan as of December 31, 2023 and 2022 and changes during the years then ended is presented below: Restricted Stock Time-Based Outstanding at January 1, 2022 154,960 Granted 145,660 Vested (227,737 ) Forfeited (8,717 ) Outstanding at December 31, 2022 64,166 Granted 32,252 Vested (33,333 ) Forfeited (10,897 ) Outstanding at December 1, 2023 52,188

Loss Per Share

Loss Per Share	12 Months Ended
	Dec. 31, 2023
Loss Per Share [Abstract]
LOSS PER SHARE	Q. LOSS PER SHARE The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods in which a net loss is presented because their effect would have been anti-dilutive. December 31, December 31, (Restated) (Restated) Warrants 10,074,195 10,074,195 Stock options 852,896 453,918 10,927,091 10,528,113 For the years ended December 31, 2023 and 2022, as a result of the net losses in these years, all warrants and stock options have been excluded from the calculation of diluted earnings per share and, therefore, there was no difference in the weighted average number of common shares for basic and diluted loss per share as the effect of all potentially dilutive shares outstanding was anti-dilutive.

Income Tax Provision

Income Tax Provision	12 Months Ended
	Dec. 31, 2023
Income Tax Provision [Abstract]
INCOME TAX PROVISION	R. INCOME TAX PROVISION Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. The provision for income taxes consisted of the following: December 31, December 31, (Restated) (Restated) Current provision Federal $ 33 $ — State 8 5 Total current provision 41 5 Deferred provision Federal — 170 State — 47 Total deferred provision — 217 Provision for income taxes $ 41 $ 222 For the years ended December 31, 2023 and 2022, the income (loss) before income taxes was $(344) and $(3,278), respectively. The Company had an effective tax rate of (11.92)% and (6.77)% for the years ended December 31, 2023 and 2022, respectively. The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate were as follows: For the Year Ended December 31, 2023 December 31, 2022 (Restated) (Restated) U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal (0.68 )% 5.64 % Change in valuation allowance (27.45 )% (33.28 )% Return to provision — % — % Meals and entertainment expenses (9.53 )% —% Other permanent differences 4.74 % (0.13 )% Effective tax rate (11.92 )% (6.77 )% The table below presents the effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of December 31, 2023 and 2022: December 31, December 31, (Restated) (Restated) Deferred tax assets: Net operating loss carryforwards $ 384 $ 613 Charitable contributions 18 8 Lease liability 347 211 Stock compensation 184 135 Compensation expense 26 27 Unrealized gains 3 48 Section 163j — 37 Allowance for credit losses 44 30 UNICAP 27 49 Amortization 578 261 Other — — Total gross deferred tax assets 1,611 1,419 Less: Valuation allowance (1,216 ) (1,166 ) Net deferred tax assets 395 253 Deferred tax liabilities: Lease liability (349 ) (210 ) Depreciation (46 ) (43 ) Other — — Total deferred tax liabilities (395 ) (253 ) Total deferred tax assets (liabilities) $ — $ — The Company has Federal and State net operating loss (“NOLs”) carryforwards of approximately $1,683 and $1,941, respectively, as of December 31, 2023. The Federal NOLs were generated after December 31, 2017 and have an infinite carryforward period but are subject to 80% deduction limitation based upon pre-NOL deduction taxable income. State NOLs generated have various expiration rules and dates with the first amount of NOLs expiring in 2028. The utilization of the Company’s net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), and similar state tax provisions, due to ownership change limitations that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percent points over a three-year period. The Company has completed an analysis of an ownership change under Section 382 of the Code. The Section 382 analysis concluded that an ownership change occurred on November 12, 2021, the date of the Company’s IPO. The Company also determined that on the date of the ownership change it was reasonable to conclude that it was in a net unrealized built-in gain position. The Company did not do any work to determine what realized built-in gains were available to increase its Section 382 limitation each year. Based on the Section 382 analysis, the Company has plenty of cumulative base Section 382 limitation available to utilize pre-ownership change 2021 net operating losses in 2023 as well as all of its post-ownership change net operating losses, which are not limited under Section 382. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2023 and 2022. There was income tax expense for the years ended December 31, 2023 and 2022 of $41 and $222, respectively. Uncertain Tax Positions As of December 31, 2023, the Company has three uncertain tax positions that total a gross amount of $2,448, which included an increase of $263, of which 80% is covered via NOLs. After the impact of NOLs, interest is immaterial. The Company expects to release its FIN 48 reserve as well as making corresponding adjustment to its NOLs in 2025. (Restated) Unrecognized tax benefits as of January 1, 2022 $ 1,752 Gross increase in unrecognized tax benefits for prior year positions 433 Decreases due to settlements — Unrecognized tax benefits as of December 31, 2022 $ 2,185 Gross increase in unrecognized tax benefits for prior year 263 Decreases due to settlements — Unrecognized tax benefits as of December 31, 2023 $ 2,448

Credit Losses

Credit Losses	12 Months Ended
	Dec. 31, 2023
Credit Losses [Abstract]
CREDIT LOSSES	S. CREDIT LOSSES The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ trade accounts receivable. Customers are pooled based on sharing specific risk factors. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on the Company’s analysis of their financial statements when a credit rating is not available. The Company evaluates contract terms and conditions, country and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after all collection efforts have been exhausted. Estimates of potential credit losses are used to determine the allowance. It is based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. The accounts receivable balance on the Company’s consolidated balance sheets as of December 31, 2023 was $17,076, net of $317 of allowances. The following table provides a roll-forward of the allowance for credit losses in 2023 and 2022 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: December 31, December 31, Balance of allowance for credit losses, beginning of period $ (264 ) $ (303 ) Current period change for write-offs 121 3 Current period change for expected credit losses (174 ) 36 Balance of allowance for credit losses, end of period $ (317 ) $ (264 )

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS:	T. RELATED PARTY TRANSACTIONS Amount due from related party Name of Related Party Relationship Nature December 31, (1) December 31, (Restated) Innovative Genetics, Inc. Alejandro Tani, member of board of directors, the chairman of the Company’s Nominating and Corporate Governance Committee, and a member of the Compensation Committee and the Company’s Audit Committee, is the Chief Executive Officer, Chief Information Officer, and majority owner of Innovative Genetics. Limited, non-exclusive, revocable license to use Innovative Genetics’ logos, trade names and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative Genetics-authorized persons. $ 853 $ — (1) As of the date of this report, such balance was repaid by Innovative Genetics, Inc. Amounts due and paid to related party Transactions with Engage & Excel Enterprises Inc. Alan Chippindale, a member of the Company’s board of directors, the chairman of the Compensation Committee, and a member of the Nominating and Corporate Governance Committee, is the President of Engage & Excel Enterprises Inc. (“Engage & Excel”). The Company and Engage & Excel are parties to a Buyer’s Agreement, dated June 25, 2020 (the “Buyer’s Agreement”). Under the Buyer’s Agreement, Engage & Excel agreed to provide certain merger and acquisition, management and recruitment consulting services in connection with the Company’s acquisition of the Wildman Imprints assets. The Company agreed to pay Engage & Excel a fee of $20 upon completion of a purchase and sale agreement and two annual fees of 1.5% of gross margin less costs attributable to the acquisition. The Company paid Engage & Excel approximately $10 as the first annual fee in November 2021 and approximately $13 in December 2022 under the Buyer’s Agreement. Separately from the Buyer’s Agreement, in 2023, the Company paid Engage & Excel approximately $18 for recruiting fees and $20 for consulting fees relating to the T R Miller assets acquisition. The Company also agreed to pay Engage & Excel 1.5% of the contribution margin of the T R Miller assets for two years, paid annually. In September 2022, the Company paid Engage & Excel a one-time fee of $15 for providing certain merger and acquisition consulting services in connection with our acquisition of Trend Brand Solutions. In addition, the Company paid Engage & Excel a total of approximately $14 in 2022 related to other recruitment consulting services. The fees paid or that the Company agreed to pay to Engage & Excel for consulting services to date have totaled less than $200. The Company’s board of directors has determined that Mr. Chippindale remains eligible under Nasdaq rules to serve as an “independent director” of the Company and as a member and chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Due to Mr. Chippindale’s indirect compensation under the agreement, the board has determined that he is currently not eligible to be a member of our Audit Committee.

Advertising

Advertising	12 Months Ended
	Dec. 31, 2023
Advertising [Abstract]
ADVERTISING	U. ADVERTISING: The Company follows the policy of charging the costs of advertising to expense as incurred. For the years ended December 31, 2023 and 2022, advertising costs amounted to $418 and $375, respectively.

Defined Profit Sharing Plan

Defined Profit Sharing Plan	12 Months Ended
	Dec. 31, 2023
Defined Profit Sharing Plan [Abstract]
DEFINED PROFIT SHARING PLAN	V. DEFINED PROFIT SHARING PLAN On January 1, 2023, the Company adopted the Stran 401(k) Savings Plan (the “Plan”), which qualifies under Section 401(k) of the Internal Revenue Code of 1986, as amended. Any eligible employee is allowed to participate in the Plan after three months of service. The Company matches the first three percent (3%) of a participant’s contributions, which vest based on years of service, as defined in the Plan document. The Company made matching contributions of $238 during the year ended December 31, 2023.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	W. SUBSEQUENT EVENTS: Completion of Bangarang Acquisition: On August 23, 2024, Stran Loyalty Solutions, LLC, a Nevada limited liability company (the “Purchaser” or “Stran Loyalty Solutions”), a wholly-owned subsidiary of the Company, entered into a Secured Party Sale Agreement, dated as of August 23, 2024 (the “Sale Agreement”), with Sallyport Commercial Finance, LLC, a Delaware limited liability company (“Secured Party”), pursuant to which the Purchaser agreed to purchase, on an as-is basis, all of the rights and interests of Bangarang Enterprises, LLC, a California limited liability company (d/b/a Gander Group) (“Bangarang”), in and to substantially all of the assets of Bangarang (the “Bangarang Assets”) from Secured Party as a private sale pursuant to Article 9 of the Uniform Commercial Code (the “Bangarang Transaction”). Under the Sale Agreement, the aggregate consideration for the Bangarang Assets consisted of (a) cash payments by the Purchaser to Secured Party of $1,099 (the “Cash Purchase Price”), and (b) the assumption by the Purchaser of certain liabilities totaling approximately $5.5 million (the “Assumed Liabilities”), subject to adjustments, as described below, at and following the Closing (as defined below), including the payment at the Closing of $150 to Warson Capital Partners, LLC, an investment banking firm retained by Bangarang, for its fees and expenses with respect to the Bangarang Transaction, including the marketing for sale of the Bangarang Assets (the “Transaction Expense Payment”). As a result of the Closing, the Company indirectly acquired substantially all of the assets of Bangarang, including all of the equity of Gander Group Louisiana, LLC, a Louisiana limited liability company (“GGLA”), which will be a wholly-owned subsidiary of the Purchaser. The Company has not completed the purchase price allocation of this acquisition prior to the issuance of these financial statements, and an estimate of the financial effect of the transaction cannot be made. All other business combination disclosures are not available due to the proximity of the acquisition to the issuance of these financial statements. Factoring Arrangement and Termination of Revolving Line of Credit On August 23, 2024, Stran Loyalty Solutions entered into a factoring arrangement with a third party to provide accounts receivable financing to Stran Loyalty Solutions. In connection with the factoring arrangement, the Company provided a secured guarantee of Stran Loyalty Solutions’ obligations under the factoring arrangement. Prior to this arrangement, the Company had been a party to the Revolving Demand Line of Credit Loan Agreement, dated as of November 22, 2021, between the Company and Salem Five Cents Savings Bank, a Massachusetts savings bank (“Salem Five Cents”), as amended by the Commercial Loan Modification Agreement, dated as of February 12, 2024, between the Company and Salem Five Cents (the “Loan Agreement”), and the Revolving Demand Line of Credit Note, dated November 22, 2021, by the Company in favor of Salem Five Cents (the “Demand Note”). The Loan Agreement and the Demand Note provided for a secured revolving loan facility in an aggregate principal amount of up to $7,000 (the “Revolving Line of Credit”). In discussions with Salem Five Cents prior to the establishment of the factoring arrangement, Salem Five Cents indicated that it would terminate the Revolving Line of Credit because of a policy which prohibited it from agreeing to subordination of its security interest in the Company’s assets. Accordingly, on September 9, 2024, Salem Five Cents delivered a letter (the “Termination Letter”) to the Company that stated that, effective August 26, 2024 (the “Termination Date”), Salem Five Cents terminated all obligations under the Loan Agreement and the Demand Note. The Termination Letter further stated that the Loan Agreement and the Demand Note and any related loan documents shall be considered no longer in force or effect. The Company had no funds drawn on the Revolving Line of Credit on the Termination Date. Operating Lease Agreement On January 10, 2025, the Company entered into a seven-year lease agreement for new office space in North Quincy, Massachusetts. The Company’s existing lease agreement for its office space expires May 31, 2025. The new lease term begins on June 1, 2025 and expires on May 31, 2032 with an option to extend the lease an additional five years. The lease contains an initial base rent of $21 per month with 2.2% - 2.5% annual escalations, plus a percentage of taxes and operating expenses incurred by the lessor in connection with the ownership and management of the property.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (385)	$ (3,500)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Organization	1. Organization - Stran & Company, Inc., (the “Company”) was incorporated under the laws of the Commonwealth of Massachusetts and commenced operations on November 17, 1995. The Company re-incorporated under the laws of the State of Nevada on May 24, 2021.
Operations	2. Operations - The Company is an outsourced marketing solutions provider that sells branded products to customers. The Company purchases products and branding through various third-party manufacturers and decorators and resells the finished goods to customers. In addition to selling branded products, the Company offers clients custom sourcing capabilities; a flexible and customizable e-commerce solution for promoting branded merchandise and other promotional products, managing promotional loyalty and incentives, print collateral, and event assets, order and inventory management, and designing and hosting online retail popup shops, fixed public retail online stores, and online business-to-business service offerings; creative and merchandising services; warehousing/fulfillment and distribution; print-on-demand; kitting; point of sale displays; and loyalty and incentive programs.
Method of Accounting	3. Method of Accounting - The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. (“U.S. GAAP”).
Emerging Growth Company	4. Emerging Growth Company - The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents	5. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid investments with an initial maturity of three months or less to be cash equivalents.
Fair Value Measurements and Fair Value of Financial Instruments	6. Fair Value Measurements and Fair Value of Financial Instruments - The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The carrying value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and note payable - Wildman are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
Investments	7. Investments - The Company’s investments consist of U.S. treasury bills, corporate bonds, mutual funds, and money market funds. Investments are classified as available-for-sale, recorded at fair value and considered current on the balance sheet.
Concentration of Credit Risk	8. Concentration of Credit Risk - Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in excess of federally insured limits. These risks are managed by performing ongoing credit evaluations of customers’ financial condition and by maintaining all deposits in high quality financial institutions. During the years ended December 31, 2023 and 2022, the Company maintained deposits in three banks that exceeded the federal insured deposit limit of the Federal Deposit Insurance Corporation (FDIC). For the year ended December 31, 2023, the Company had one major customer to which sales accounted for approximately 14.4% of the Company’s revenues. The Company had accounts receivable from this customer amounting to 0.8% of the total accounts receivable balance. For the year ended December 31, 2022, the Company had no major customers.
Inventory	9. Inventory – Inventory consists of finished goods (branded products) and goods in process (un-branded products awaiting decoration). All inventory is stated at the lower of cost (first-in, first-out method) or net realizable value.
Property and Equipment, Net	10. Property and Equipment, Net - Property and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred whereas major betterments are capitalized. Depreciation is provided using straight-line and accelerated methods over five years.
Goodwill and Intangible Assets	11. Goodwill and Intangible Assets - Goodwill represents the excess purchase price of the acquired companies over the fair value of identifiable net assets acquired. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment. The Company reviews goodwill for possible impairment annually on October 1 every year or whenever events or circumstances indicate that the carrying amount may not be recoverable. To determine whether goodwill is impaired, annually or more frequently if needed, the Company performs a multi-step impairment test. Impairment testing is conducted at the reporting unit level. The Company first has the option to assess qualitative factors to determine if it is more likely than not that the carrying value of a reporting unit exceeds its estimated fair value. Under ASC 350, Intangibles - Goodwill and Other, the qualitative assessment requires the consideration of factors such as recent market transactions, macroeconomic conditions, and changes in projected future cash flows or planned revenue or earnings of the reporting unit as potential indicators when determining the need for a quantitative assessment of impairment. The Company may also elect to skip the qualitative testing and proceed directly to the quantitative testing. When performing quantitative testing, the Company first estimates the fair values of its reporting unit using a combination of an income and market approach. To determine fair values, the Company is required to make assumptions about a wide variety of internal and external factors. Significant assumptions used in the impairment analysis include financial projections of free cash flow (including significant assumptions about operations including the rate of future revenue growth, capital requirements, and income taxes), long-term growth rates for determining terminal value, and discount rates. Comparative market multiples are used to corroborate the results of the discounted cash flow test. These assumptions require significant judgement. The single step is to determine the estimated fair value of the reporting unit and compare it to the carrying value of the reporting unit, including goodwill. If we conclude based on our qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then measure the fair value of the reporting unit and compare its fair value to its carrying value (Step 1 of the goodwill impairment test). The Company also completes a reconciliation between the implied equity valuation prepared and the Company’s market capitalization. The majority of the inputs used in the discounted cash flow model are unobservable and thus are considered to be Level 3 inputs. The inputs for the market capitalization calculation are considered Level 1 inputs.
Revenue Recognition	12. Revenue Recognition - The Company accounts for revenue under ASC 606, Revenue for Contract with Customers (“ASC 606”). Revenue is generated through various types of transactions, including promotional product sales, administering a customer’s rewards program, facilitating redemption code programs, and additional contract add-ons to enhance customer experience. The Company follows the five step model of revenue recognition: i. identify the contract(s) with a customer; ii. identify the performance obligations in the contract; iii. determine the transaction price; iv. allocate the transaction price to the performance obligations within the contract; and v. recognize revenue when (or as) the entity satisfies a performance obligation. The Company’s contract assessment and approval varies based on whether the customer requests a one time sale or a long-term contract. Customers with long-term contracts require signed Master Sales Agreements, while one time sales contracts may be approved via email, electronic signature, or verbally. Once the contract is identified and approved, the Company assesses the goods or services promised within the contract to determine whether each promised good or service is a performance obligation. The Company identifies each piece of promotional product as an individual performance obligation based on the following fact pattern. Customers can benefit from each item of promotional product produced on its own. Each piece of promotional product does not significantly modify or customize other promotional products and are not highly interdependent or interrelated with each other. The Company can, and frequently does, break portions of contracts into separate shipments to meet Customer demands. As such, each piece of promotional product is considered a separate and distinct performance obligation. The transaction price for the majority of the Company’s sales can be clearly identified in a significant majority of the contracts due to an observable selling price. The transaction price is then allocated to the performance obligation(s), i.e. promotional product. The agreements include clearly identified prices. The Company recognizes revenue when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Stran evaluates transfer of control primarily from the customer’s perspective. Considering the transaction from the customer’s perspective reduces the risk that revenue is recognized for activities that do not transfer control of a good or service to the customer. Management determines, at contract inception, whether control of a good or service transfers to a customer over time or at a point in time. The assessment of whether control transfers over time or at a point in time is critical to the timing of revenue recognition. Revenue is recognized over time if any of the following three criteria are met: i. the customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs; or ii. the entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced; or iii. the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date.
Accounts Receivable and Allowance for Credit Losses	13. Accounts Receivable and Allowance for Credit Losses - Accounts receivable as of December 31, 2023 and 2022 includes allowance for credit losses of $317 and $264, respectively. December 31, December 31, (Restated) (Restated) Trade accounts receivable $ 17,393 $ 14,014 Less: allowance for credit losses on accounts receivable (317 ) (264 ) Total accounts receivable, net $ 17,076 $ 13,750 The Company evaluates our accounts receivable through a continuous process of assessing our portfolio on an individual customer and overall basis. This process consists of a thorough review of historical collection experience, current aging status of the customer accounts and the financial condition of our customers. The Company also considers the economic environment of our customers, both from a marketplace and geographic perspective, in evaluating the need for an allowance. Based on our review of these factors, we establish or adjust allowances for specific customers. Credit losses can vary substantially over time and the process involves judgment and estimation that require a number of assumptions about matters that are uncertain. Accordingly, our results of operations can be affected by adjustments to the allowance due to actual write-offs that differ from estimated amounts. See Note R, “Credit Losses,” to our financial statements included in this report for more information.
Freight	14. Freight - The Company includes freight charges as a component of cost of goods sold.
Leases	15. Leases - The Company’s lease arrangements relate primarily to office space. The Company’s leases may include renewal options and rent escalation clauses. The Company is typically required to make fixed minimum rent payments relating to its right to use an underlying leased asset. The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are presented as right-of-use (“ROU”) assets and the corresponding lease liabilities are included in operating lease liabilities, current and operating lease liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset, and lease liabilities represent the Company’s obligation for lease payments in exchange for the ability to use the asset for the duration of the lease term. The Company does not recognize short term leases that have a term of twelve months or less as ROU assets or lease liabilities. ROU assets and lease liabilities are recognized at commencement date and determined using the present value of the future minimum lease payments over the lease term. The Company uses an incremental borrowing rate based on estimated rate of interest for collateralized borrowing since the Company’s leases do not include an implicit interest rate. The estimated incremental borrowing rate considers market data, actual lease economic environment, and actual lease term at commencement date. The lease term may include options to extend when it is reasonably certain that the Company will exercise that option. The Company recognizes lease expense on a straight-line basis over the lease term. The Company has lease agreements which contain both lease and non-lease components, which it has not elected to account for as a single lease component. As such, minimum lease payments exclude fixed payments for non-lease components within a lease agreement, in addition to excluding variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period.
Segments	16. Segments - The Company operates as one operating segment with a focus on providing outsourced marketing solutions that also sells branded products to customers. The CEO, as the Company’s chief operating decision maker, manages and allocates resources to the operations of our Company on an aggregated basis. This enables the CEO to assess the Company’s overall level of available resources and determine how best to deploy these resources across functions, product and service lines, and strategic opportunities in line with our long-term Company-wide strategic goals.
Uncertainty in Income and Other Taxes	17. Uncertainty in Income and Other Taxes - The Company adopted the standards for Accounting for Uncertainty in Income Taxes, which required the Company to report any uncertain tax positions and to adjust its financial statements for the impact thereof. As of December 31, 2023 and 2022, the Company determined it had an uncertain tax position of $2,448 and $2,185. The Company believes the impact will not be material as it will be able to utilize net operating losses to offset a majority of the risk. The Company recorded a nominal amount of interest expense which is included as part of income tax expense.
Income Taxes	18. Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes. Deferred taxes are provided for differences between the basis of assets and liabilities for financial statements and income tax purposes offset by a valuation allowance for 2023 and 2022.
Earnings/ Loss per Share	19. Earnings/ Loss per Share - Basic earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method. Dilutive potential common shares include the issuance of potential shares of common stock for outstanding stock options and warrants.
Stock-Based Compensation	20. Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with FASB ASC 718, Compensation - Stock Compensation. ASC 718 requires all stock-based payments to employees to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company is recognizing compensation costs only for those stock-based awards expected to vest after considering expected forfeitures. Cumulative compensation expense is at least equal to the compensation expense for vested awards. Stock-based compensation is recognized on a straight-line basis over the service period of each award. The Company records compensation cost as an element of general and administrative expense in the accompanying statements of operations.
Stock Option and Warrant Valuation	21. Stock Option and Warrant Valuation - Stock option and warrant valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices for comparable entities. For warrants and stock options issued to non- employees, the Company accounts for the expected life based on the contractual life of the warrants and stock options. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.
Sales Tax	22. Sales Tax - Sales tax collected from customers is recorded as a liability, pending remittance to the taxing jurisdiction. Consequently, sales taxes have been excluded from revenues and costs. The Company remits sales, use, and GST taxes to Massachusetts, other state jurisdictions, and Canada, respectively.
Use of Estimates	23. Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosure of certain assets, liabilities and expenses. The most significant estimates in the Company’s financial statements relate to the allowance for credit losses, the fair value of assets and liabilities assumed in acquisitions, goodwill, the fair value of the contingent earnout liability, and the fair value of stock options and warrants. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Derivative Financial Instruments	24. Derivative Financial Instruments - The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging
Contingent Earn-Out Liabilities	25. Contingent Earn-Out Liabilities - The Company measures its contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Black-Scholes-Merton Call Option Formula was utilized to determine the fair value of the earn-out liability. The significant unobservable inputs used in the fair value measurements are (i) the operating income projections (projected gross profit amounts within the risk-neutral framework) over the earn-out period (generally three or five years), (ii) the strike price, and (iii) volatility. Significant increases or decreases to any of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligations. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in the consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities in the consolidated statements of cash flows.
Reclassifications	26. Reclassifications - Certain reclassifications have been made to the Company’s previously issued Statements of Operations whereby amounts relating to (i) cost of sales, previously reflected as multiple components, have been aggregated and reclassified as a single line item, cost of sales, and (ii) change in fair value of the earn-out liability, previously reflected in other income in the other income (expense) section, have been reclassified to change in fair value of contingent earn-out liability. Additionally, certain reclassifications have been made to the Company’s previously issued Statements of Cash Flows whereby amounts relating to the payment of contingent earn-out and installment payments, previously aggregated and reflected as a single line item in the cash flows from financing activities, have been shown gross and shown as separate line items, payment of contingent earn-out liabilities and payment of installment payment liabilities. These reclassifications had no impact on previously reported net income, cash flows, or shareholders’ equity.
Recent Accounting Pronouncements	27. Recent Accounting Pronouncements - Management has reviewed the following recent accounting pronouncements: 2023-07 – Segment Reporting (Topic 280) In November 2023, the FASB issued ASU 2023-07, which amends the guidance on segment reporting. This update enhances the disclosure requirements for reportable segments, primarily by requiring more detailed information about significant segment expenses. The amendments also clarify the circumstances under which an entity can disclose multiple measures of segment profit or loss and provide new segment disclosure requirements for entities with a single reportable segment. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the timing and impacts of adoption of this ASU, and expects to adopt ASU 2023-07 effective for the fiscal year 2024 as required under the standard. 2023-09 – Income Taxes (Topic 740) In December 2023, the FASB issued ASU 2023-09, which amends the guidance on income tax disclosures. This update aims to improve the transparency and usefulness of income tax disclosures by requiring entities to provide more detailed information about the nature and effects of income tax uncertainties, the components of income tax expense, and the effective tax rate reconciliation. Additionally, the ASU mandates enhanced disclosures about deferred tax assets and liabilities, including the valuation allowance and the impact of tax law changes. The Company is currently evaluating the timing and impacts of adoption of this ASU. 2024-01 – Compensation – Stock Compensation (Topic 718) In March 2024, the FASB issued ASU 2024-01, which clarifies the accounting for profits interest awards. This update provides guidance on determining whether a profits interest or similar award falls within the scope of ASC 718 (Compensation—Stock Compensation) or other guidance. The ASU aims to ensure consistency and transparency in the accounting for these awards by providing clearer criteria and illustrative examples. The Company is currently evaluating the timing and impacts of adoption of this ASU. 2024-03 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation, in the notes to the financial statements, of certain cost and expense captions presented on the face of the Company’s Statement of Operations, to provide enhanced transparency to investors. The update may be applied either prospectively or retrospectively. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact ASU 2024-03 will have on its disclosures.
Subsequent Events	28. Subsequent Events - Management has evaluated events occurring after the balance sheet date through January 22, 2025, the date on which the financial statements were filed.

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Organization and Summary of Significant Accounting Policies [Abstract]
Schedule of Accounts Receivable and Allowance for Credit Losses	December 31, December 31, (Restated) (Restated) Trade accounts receivable $ 17,393 $ 14,014 Less: allowance for credit losses on accounts receivable (317 ) (264 ) Total accounts receivable, net $ 17,076 $ 13,750

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2023
Restatement of Previously Issued Financial Statements [Abstract]
Schedule of Balance Sheet	The following tables summarize the effect of the restatement on each financial statement line item as of the dates indicated: Balance Sheet as of December 31, 2023 As Adjustment As Reference Cash and cash equivalents $ 7,989 $ 70 8,059 * Investments 10,464 (71 ) 10,393 * Accounts receivable, net 20,466 (4,243 ) 16,223 4,5 Accounts receivable – related parties — 853 853 4 Deferred income taxes 841 (841 ) — 3 Inventory 6,639 (1,857 ) 4,782 7,9 Prepaid corporate taxes 17 45 62 3 Total current assets 49,086 (6,044 ) 43,042 Intangible assets, net 9,659 (6,545 ) 3,114 1 Goodwill — — — 1,2 Other assets — 23 23 1 Total other assets 10,995 (6,522 ) 4,473 Total assets $ 61,602 $ (12,566 ) $ 49,036 Accounts payable and accrued expenses $ 4,316 $ 429 $ 4,745 3 Accrued payroll and related 2,563 5 2,568 * Unearned revenue 5,171 (4,055 ) 1,116 5,9 Current portion of contingent earn-out liabilities 2,870 (2,646 ) 224 1 Current portion of installment payment liabilities — 786 786 1 Total current liabilities 16,667 (5,481 ) 11,186 Long-term contingent earn-out liabilities 4,587 (3,824 ) 763 1 Long-term installment payment liabilities — 639 639 1 Total long-term liabilities 5,385 (3,185 ) 2,200 Additional paid-in capital 38,429 (166 ) 38,263 1 Accumulated deficit 1,119 (3,721 ) (2,602 ) 1,2,3,6,7,* Accumulated other comprehensive loss — (13 ) (13 ) 8 Total stockholders’ equity 39,550 (3,900 ) 35,650 Total liabilities and stockholders’ equity $ 61,602 $ (12,566 ) $ 49,036 Balance Sheet as of December 31, 2022 As Adjustment As Reference Accounts receivable, net 14,443 (693 ) 13,750 5 Deferred income taxes 841 (841 ) — 3 Inventory 6,868 (941 ) 5,927 7 Total current assets 48,569 (2,475 ) 46,094 3,5,7 Intangible assets, net 6,272 (4,034 ) 2,238 1 Goodwill — 90 90 1,2 Other assets — 23 23 1 Total other assets 7,057 (3,921 ) 3,136 1,2 Total assets $ 56,626 $ (6,396 ) $ 50,230 1,2,3,5,7 Accounts payable and accrued expenses $ 4,051 $ (2 ) $ 4,049 * Accrued payroll and related 609 1 610 * Current portion of contingent earn-out liabilities 1,810 (1,072 ) 738 1 Current portion of installment payment liabilities — 267 267 1 Total current liabilities 13,955 (806 ) 13,149 1,* Long-term contingent earn-out liabilities 2,846 (2,358 ) 488 1 Long-term installment payment liabilities — 414 414 1 Total long-term liabilities 3,306 (1,944 ) 1,362 1 Additional paid-in capital 38,279 (166 ) 38,113 1 Accumulated deficit 1,084 (3,301 ) (2,217 ) 1,2,3,6,7,* Accumulated other comprehensive loss — (179 ) (179 ) 8 Total stockholders’ equity 39,365 (3,646 ) 35,719 1,2,3,6,7,8,* Total liabilities and stockholders’ equity $ 56,626 $ (6,396 ) $ 50,230 1,2,3,6,7,8,*
Schedule of Statement of Operations	Statement of Operations for the Year Ended December 31, 2023 As Adjustment As Reference Sales $ 75,894 $ (747 ) $ 75,147 4,6,9 Sales – related parties — 853 853 4 Total sales 75,894 106 76,000 4,6,9 Cost of sales 51,012 (520 ) 50,492 4,6,9 Cost of sales - related parties — 656 656 4 Total cost of sales 51,012 136 51,148 4,6,9 GROSS PROFIT 24,882 (30 ) 24,852 4,6,9 General and administrative expenses 26,030 (720 ) 25,310 1,* Goodwill impairment — 810 810 2 Total operating expenses 26,030 90 26,120 1,2,* LOSS FROM OPERATIONS (1,148 ) (120 ) (1,268 ) 1,2,4,6,9,* Other income 375 (189 ) 186 1 Change in fair value of contingent earn-out liability — 65 65 1 Realized gain (loss) on investments 270 (167 ) 103 8 Total other income 1,215 (291 ) 924 1,8 EARNING (LOSS) BEFORE INCOME TAXES 67 (411 ) (344 ) 1,2,4,6,8,9,* Provision for income taxes 31 10 41 3 NET EARNINGS (LOSS) 35 (420 ) (385 ) 1,2,3,4,6,8,9,* NET LOSS PER COMMON SHARE Basic $ 0.00 $ (0.02 ) $ (0.02 ) 1,2,3,4,6,8,9,* Diluted $ 0.00 $ (0.02 ) $ (0.02 ) 1,2,3,4,6,8,9,* WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic 18,519,615 277 18,519,892 * Diluted 29,453,206 (10,933,314 ) 18,519,892 1,2,3,4,6,8,9,* Statement of Operations for the Year Ended December 31, 2022 As Adjustment As Reference Sales $ 58,953 $ (1,075 ) $ 57,878 6 Total sales 58,953 (1,075 ) 57,878 6 Cost of sales 42,384 109 42,493 6 Total cost of sales 42,384 109 42,493 6 GROSS PROFIT 16,569 (1,184 ) 15,385 6 General and administrative expenses 18,075 (286 ) 17,789 1,* Goodwill impairment — 1,182 1,182 2 Total operating expenses 18,075 896 18,971 1,2,* LOSS FROM OPERATIONS (1,506 ) (2,080 ) (3,586 ) 1,2,6,* Other income 113 (79 ) 34 1 Change in fair value of contingent earn-out liability — 180 180 1 Realized gain (loss) on investments (179 ) 178 (1 ) 8 Total other income 29 279 308 1,8 LOSS BEFORE INCOME TAXES (1,477 ) (1,801 ) (3,278 ) 1,2,6,8,* Provision for income taxes (699 ) 921 222 3 NET LOSS (778 ) (2,722 ) (3,500 ) 1,2,3,6,8,* NET LOSS PER COMMON SHARE Basic $ (0.04 ) $ (0.14 ) $ (0.18 ) 1,2,3,6,8,* Diluted $ (0.04 ) $ (0.14 ) $ (0.18 ) 1,2,3,6,8,* WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic 19,202,619 (25 ) 19,202,594 * Diluted 19,202,619 (25 ) 19,202,594 *
Schedule of Statement of Stockholders’ Equity	Statement of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 Common Stock Additional Accumulated Other Comprehensive Retained Earnings (Accumulated Stock-holders’ Shares Value Capital Loss Deficit) Equity Balance, December 31, 2023 18,534,073 $ 2 $ 38,429 $ — $ 1,119 $ 39,550 Adjustments 4,927 — (166 ) (13 ) (3,721 ) (3,900 ) Balance, December 31, 2023 18,539,000 $ 2 $ 38,263 $ (13 ) $ (2,602 ) $ 35,650 Balance, December 31, 2022 18,475,521 2 38,279 — 1,084 39,365 Adjustments (185 ) — (166 ) (179 ) (3,301 ) (3,646 ) Balance, December 31, 2022 18,475,336 $ 2 $ 38,113 $ (179 ) $ (2,217 ) $ 35,719
Schedule of Statement of Cash Flows	Statement of Cash Flows for the Year Ended December 31, 2023 As Adjustment As Reference CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings (loss) $ 35 $ (420 ) $ (385 ) 1,2,3,4,6,8,9 Depreciation and amortization 1,506 (734 ) 772 1,7 Adjustment to reconcile operating lease expense to cash paid (11 ) 19 8 * Change in allowance for credit losses — (174 ) (174 ) 5,* Change in fair value of contingent earn-out liability — (65 ) (65 ) 1 Intangible asset impairment, net (178 ) 178 — 1 Goodwill impairment — 810 810 1,2 Noncash interest accretion — 11 11 1 Unrealized gain (loss) on investments (270 ) 437 167 8 Accounts receivable (6,023 ) 5,346 (677 ) 4,5 Accounts receivable – related parties — (853 ) (853 ) 4 Inventory 228 1,799 2,027 7 Prepaid taxes 71 (46 ) 25 3 Prepaid expenses (566 ) 5 (561 ) * Accounts payable and accrued expenses 265 (161 ) 104 * Accrued payroll and related 1,955 3 1,958 * Unearned revenue 4,538 (4,340 ) 198 5 Net cash used in operating activities (4,365 ) 1,815 (2,550 ) 1,2,3,4,5,6,7,8,9,* CASH FLOWS FROM INVESTING ACTIVITIES: Business acquisitions, net of cash acquired (660 ) (1,463 ) (2,123 ) 1 Proceeds from sale of investments — 4,231 4,231 8 Purchase of investments (415 ) (4,430 ) (4,845 ) 8 Net cash used in investing activities (2,074 ) (1,662 ) (3,736 ) 1,8 CASH FLOWS FROM FINANCING ACTIVITIES: Payment of contingent earn-out liabilities (775 ) 134 (641 ) 1 Payment of installment payment liabilities — (218 ) (218 ) 1 Net cash used in financing activities (825 ) (84 ) (909 ) 1 NET DECREASE IN CASH (7,264 ) 69 (7,195 ) 1,2,3,4,5,6,7,8,9,* CASH - ENDING $ 7,990 $ 69 $ 8,059 1,2,3,4,5,6,7,8,9,* Statement of Cash Flows for the Year Ended December 31, 2022 As Adjustment As Reference CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (778 ) $ (2,722 ) $ (3,500 ) 1,2,3,6,8 Adjustment to deferred income taxes (728 ) 945 217 3 Depreciation and amortization 725 (305 ) 420 1,7 Change in allowance for credit losses — 36 36 * Change in fair value of contingent earn-out liability — (180 ) (180 ) 1 Intangible asset impairment, net (149 ) 149 — 1 Goodwill impairment — 1,182 1,182 1,2 Unrealized gain (loss) on investments 179 (358 ) (179 ) 8 Accounts receivable (5,460 ) 2,453 (3,007 ) 5 Inventory (1,637 ) 692 (945 ) 7 Prepaid expenses (87 ) 952 865 1 Deposits (287 ) (324 ) (611 ) 1 Accounts payable and accrued expenses (932 ) (969 ) (1,901 ) 1 Accrued payroll and related (228 ) 1 (227 ) * Unearned revenue (113 ) (602 ) (715 ) 5 Net cash used in operating activities (2,950 ) 950 (2,000 ) 1,2,3,5,6,7,8,* CASH FLOWS FROM INVESTING ACTIVITIES: Business acquisitions, net of cash acquired (737 ) (1,138 ) (1,875 ) 1 Proceeds from sale of investments — 200 200 8 Purchase of investments (9,966 ) (13 ) (9,979 ) 8 Net cash used in investing activities (11,329 ) (951 ) (12,280 ) 1,8 CASH FLOWS FROM FINANCING ACTIVITIES: Payment for stock repurchase (3,332 ) 1 (3,331 ) * Net cash used in financing activities (2,694 ) 1 (2,693 ) *

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Measurements [Abstract]
Schedule of Company’s Assets and Liabilities Measured at Fair Value	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at periods ended December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, (Restated) (Restated) Assets: Investments 1 $ 10,393 $ 9,779 Liabilities: Earn-out liabilities 3 $ 987 $ 1,226
Schedule of Company’s Investments	The Company’s investments consisted of the following as of December 31, 2023: Cost Unrealized Fair (Restated) (Restated) (Restated) Money market fund $ 947 $ — $ 947 Corporate bonds 3,869 38 3,907 Mutual funds 490 10 500 US Treasury bills 4,920 119 5,039 $ 10,226 $ 167 $ 10,393 Cost Unrealized Fair Money market fund $ 487 $ — $ 487 Corporate bonds 4,540 (136 ) 4,404 US Treasury bills 4,931 (43 ) 4,888 $ 9,958 $ (179 ) $ 9,779
Schedule of Reconciliation of the Earn-Out Liability	A reconciliation of the earn-out liability is included below: (Restated) Balance as of December 31, 2021 $ 1,523 Additions pursuant to acquisitions 552 Gain upon re-measurement (180 ) Payments earned and paid (669 ) Balance as of December 31, 2022 $ 1,226 Additions pursuant to acquisitions 467 Gain upon re-measurement (65 ) Payments earned and paid (641 ) Balance as of December 31, 2023 $ 987 Current portion of contingent earn-out liabilities $ 224 Long-term contingent earn-out liabilities $ 763

Inventory (Tables)

Inventory (Tables)	12 Months Ended
	Dec. 31, 2023
Inventory [Abstract]
Schedule of Inventory	Inventory consists of the following: December 31, December 31, (Restated) (Restated) Finished goods (branded products) $ 4,182 $ 5,616 Goods in process (un-branded products) 600 311 $ 4,782 $ 5,927

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	12 Months Ended
	Dec. 31, 2023
Property and Equipment, Net [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consists of the following: December 31, December 31, Leasehold improvements $ 6 $ 6 Office furniture and equipment 558 501 Software 2,468 1,525 Transportation equipment 62 62 3,094 2,094 Accumulated depreciation (1,573 ) (1,094 ) $ 1,521 $ 1,000

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets [Abstract]
Schedule of Activity in Goodwill	The following table summarizes the activity in the Company’s goodwill balance: (Restated) Balance as of December 31, 2021 $ 335 Acquisitions (see Note G) 937 Impairment (1,182 ) Balance as of December 31, 2022 $ 90 Acquisition (see Note G) 720 Impairment (810 ) Balance as of December 31, 2023 $ —
Schedule of Intangible Assets	The following table presents details of the Company’s intangible assets, estimated lives and related accumulated amortization: As of December 31, 2023 As of December 31, 2022 (Restated) (Restated) Estimated Gross Accumulated Net Gross Accumulated Net Customer lists 10 - 12 years $ 3,716 $ (602 ) $ 3,114 $ 2,546 $ (308 ) $ 2,238 Total $ 3,716 $ (602 ) $ 3,114 $ 2,546 $ (308 ) $ 2,238
Schedule of Estimated Future Amortization Expense of Intangible Assets	The following table presents future estimated amortization expense based on existing intangible assets held for use: Fiscal Years: (Restated) 2024 $ 343 2025 343 2026 343 2027 343 2028 343 Thereafter 1,399 Total $ 3,114

Acquisitions (Tables)

Acquisitions (Tables)	12 Months Ended
	Dec. 31, 2023
Acquisitions [Abstract]
Schedule of Purchase Price Allocations	The following table summarizes the estimated fair value of the total consideration required to be paid pursuant to the G.A.P. Purchase Agreement As Adjustment As Cash $ 1,511 $ (1,011 ) $ 500 Cash adjustment for working capital — 920 920 Cash payment for inventory — 91 91 Fair value of restricted stock 100 (100 ) — Fair value of contingent earn-out payments 1,635 (1,622 ) 13 Present value of installment payments — 457 457 Total consideration $ 3,246 $ (1,265 ) $ 1,981 (Restated) Accounts receivable $ 1,105 Prepaid expenses 627 Inventory 112 Customer relationships 410 Goodwill 580 Accounts payable and accrued expenses (227 ) Unearned revenue (626 ) Total consideration $ 1,981 As Adjustment As Cash $ 2 $ 173 $ 175 Cash adjustment for working capital — (213 ) (213 ) Cash payment for inventory and fixed assets — 138 138 Fair value of restricted stock 100 (52 ) 48 Fair value of contingent earn-out payments 1,370 (1,095 ) 275 Present value of installment payments — 108 108 Cash assumed — 64 64 Loan repayment — (162 ) (162 ) Liabilities assumed 721 (721 ) — Total consideration $ 2,193 $ (1,760 ) $ 433 (Restated) Cash $ 64 Accounts receivable 347 Prepaid expenses 2 Inventory 151 Property and equipment, net 14 Customer relationships 286 Goodwill 267 Other assets 23 Accounts payable and accrued expenses (559 ) Note payable (162 ) Total consideration $ 433 As Adjustment As Cash $ 440 $ (340 ) $ 100 Cash adjustment for working capital — 340 340 Fair value of restricted stock 25 (15 ) 10 Fair value of earn-out payments 908 (644 ) 264 Present value of installment payments — 116 116 Liabilities assumed 18 (18 ) — Total consideration $ 1,391 $ (561 ) $ 830 (Restated) Cash $ 14 Accounts receivable 344 Customer relationships 400 Goodwill 90 Accounts payable and accrued expenses (18 ) Total consideration $ 830 As Adjustment As Cash $ 2,123 $ (1,123 ) $ 1,000 Cash adjustment for working capital — 1,123 1,123 Fair value of earn-out payments 4,551 (4,084 ) 467 Present value of installment payments — 951 951 Total consideration $ 6,674 $ (3,133 ) $ 3,541 (Restated) Accounts receivable $ 1,622 Prepaid expense 5 Inventory 882 Customer relationships 1,170 Goodwill 720 Right of use asset - office leases 837 Accounts payable and accrued expenses (591 ) Unearned revenue (285 ) Lease liability (819 ) Total consideration $ 3,541
Schedule of Unaudited Pro Forma Financial Information	The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date: December 31, December 31, (Restated) (Restated) Sales $ 80,256 $ 77,131 Costs of sales 54,228 57,163 Gross profit 26,028 19,968 Operating expenses 27,543 22,545 Loss from operations (1,515 ) (2,577 ) Other income (expense) Other income 271 1 Interest income (expense), net 582 135 Realized gain (loss) on investments 103 (179 ) 956 (43 ) Loss before taxes (559 ) (2,620 ) Provision for income taxes 41 467 Net loss (600 ) (3,087 ) Net loss per share - basic & diluted $ (0.03 ) $ (0.16 ) Weighted average shares outstanding - basic & diluted 18,519,892 19,202,594

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2023
Accounts Payable and Accrued Expenses [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consists of the following: December 31, December 31, (Restated) (Restated) Cost of sales - purchases $ 3,218 $ 3,571 Other payables and accrued expenses 1,527 478 $ 4,745 $ 4,049

Installment Payment Liability (

Installment Payment Liability (Tables)	12 Months Ended
	Dec. 31, 2023
Installment Payment Liability [Abstract]
Schedule of Reconciliation of the Installment Payment Liability	A reconciliation of the installment payment liability is included below: (Restated) Balance as of December 31, 2021 $ — Additions pursuant to acquisitions 681 Balance as of December 31, 2022 $ 681 Additions pursuant to acquisitions 951 Interest accretion 11 Payments made (218 ) Balance as of December 31, 2023 $ 1,425 Current portion of installment payment liabilities $ 786 Long-term installment payment liabilities $ 639

Revenue (Tables)

Revenue (Tables)	12 Months Ended
	Dec. 31, 2023
Revenue [Abstract]
Schedule of Revenue Disaggregated According to the Transfer of Goods or Services	Revenue disaggregated according to the timing of transfer of goods or services (e.g., at a point in time) was as follows: Revenue generated per major product category December 31, December 31, (Restated) (Restated) Promotional products - dropshipping $ 32,794 $ 33,179 Promotional products – Company owned inventory 17,911 11,086 Promotional products – bulk dropshipping 17,686 6,797 Promotional products – third party distributor 6,076 5,392 Rewards program 1,233 1,213 Additional services 300 211 $ 76,000 $ 57,878
Schedule of Unearned Revenue Includes Customer Deposits and Deferred Revenue	Unearned revenue includes customer deposits and deferred revenue which represent prepayments from customers. The Company had unearned revenue as follows: December 31, December 31, (Restated) (Restated) Balance at January 1, $ 633 $ 722 Revenue recognized (633 ) (722 ) Amounts collected or invoiced 1,116 633 Unearned revenue $ 1,116 $ 633

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Schedule of Components of Lease Expense	The following schedule represents the components of lease expense: December 31, December 31, (Restated) (Restated) Lease cost Operating lease cost $ 537 $ 457 Total $ 537 $ 457
Schedule of Represents Maturities of Operating and Finance Lease Liabilities	The following schedule represents maturities of operating and finance lease liabilities as of December 31, 2023: Operating Minimum (Restated) 2024 $ 570 2025 361 2026 189 2027 185 2028 67 Thereafter — Total payments 1,372 Less amount representing interest (46 ) Present value of payments $ 1,326
Schedule of Supplemental Cash Flow Information Related to Operating and Finance Leases	The following schedule sets forth supplemental cash flow information related to operating and finance leases as of December 31, 2023 and 2022: December 31, December 31, (Restated) (Restated) Other information Operating cash flows from operating lease $ 8 $ —

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Stockholders’ Equity [Abstract]
Schedule of Outstanding and Exercisable Warrants	The following table reflects all outstanding and exercisable warrants at December 31, 2023 and 2022: Number of Weighted Weighted Aggregate Balance January 1, 2022 10,345,784 $ 4.90 5.0 $ — Warrants exercised (271,589 ) 4.81 — — Balance December 31, 2022 10,074,195 $ 4.91 5.0 $ — Balance December 31, 2023 10,074,195 $ 4.91 4.0 $ —
Schedule of Purchases Made by the Company	Below is a table containing information about purchases made by the company: Period Total Average Total Maximum January 1, 2022 - December 31, 2022 1,777,657 $ 1.87 1,777,657 $ 6,668 January 1, 2023 – December 31, 2023 37,509 $ 1.32 1,815,166 $ 6,618

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2023
Stock-Based Compensation [Abstract]
Schedule of Stock-Based Compensation Expense	Stock-based compensation expense included the following components: December 31, December 31, (Restated) (Restated) Stock options $ 49 $ 161 Restricted stock 151 170 $ 200 $ 331
Schedule of Black-Scholes Option Pricing Model	The Black-Scholes option pricing model assumptions are as follows: Risk-free interest rate 3.86% Expected term 5.5-6.25 years Expected volatility 29.24% Expected dividends 0%
Schedule of Option Activity	A summary of option activity under the 2021 Plan as of December 31, 2023 and 2022 and changes during the years then ended is presented below: Options Shares Weighted Average Aggregate (Restated) (Restated) (Restated) Outstanding at January 1, 2022 1,515,000 $ 4.15 $ 2,879 Granted 81,000 2.32 — Forfeited or expired and other adjustments (90,667 ) 4.15 — Outstanding at December 31, 2022 1,505,333 $ 4.11 $ — Granted 76,500 1.66 — Forfeited or expired and other adjustments (115,771 ) 4.13 — Outstanding at December 31, 2023 1,466,062 $ 3.98 $ — Vested and exercisable at December 31, 2023 852,896 $ 4.09 $ —
Schedule of Restricted Stock Activity	A summary of restricted stock activity under the 2021 Plan as of December 31, 2023 and 2022 and changes during the years then ended is presented below: Restricted Stock Time-Based Outstanding at January 1, 2022 154,960 Granted 145,660 Vested (227,737 ) Forfeited (8,717 ) Outstanding at December 31, 2022 64,166 Granted 32,252 Vested (33,333 ) Forfeited (10,897 ) Outstanding at December 1, 2023 52,188

Loss Per Share (Tables)

Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Loss Per Share [Abstract]
Schedule of the Computation of Basic and Diluted Net Loss Per Common Share	The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods in which a net loss is presented because their effect would have been anti-dilutive. December 31, December 31, (Restated) (Restated) Warrants 10,074,195 10,074,195 Stock options 852,896 453,918 10,927,091 10,528,113

Income Tax Provision (Tables)

Income Tax Provision (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Provision [Abstract]
Schedule of Provision for Income Taxes	The provision for income taxes consisted of the following: December 31, December 31, (Restated) (Restated) Current provision Federal $ 33 $ — State 8 5 Total current provision 41 5 Deferred provision Federal — 170 State — 47 Total deferred provision — 217 Provision for income taxes $ 41 $ 222
Schedule of Statutory Federal Income Tax Rate	The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate were as follows: For the Year Ended December 31, 2023 December 31, 2022 (Restated) (Restated) U.S. statutory rate 21.00 % 21.00 % State taxes, net of federal (0.68 )% 5.64 % Change in valuation allowance (27.45 )% (33.28 )% Return to provision — % — % Meals and entertainment expenses (9.53 )% —% Other permanent differences 4.74 % (0.13 )% Effective tax rate (11.92 )% (6.77 )%
Schedule of Deferred Tax Assets and Liabilities	The table below presents the effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities as of December 31, 2023 and 2022: December 31, December 31, (Restated) (Restated) Deferred tax assets: Net operating loss carryforwards $ 384 $ 613 Charitable contributions 18 8 Lease liability 347 211 Stock compensation 184 135 Compensation expense 26 27 Unrealized gains 3 48 Section 163j — 37 Allowance for credit losses 44 30 UNICAP 27 49 Amortization 578 261 Other — — Total gross deferred tax assets 1,611 1,419 Less: Valuation allowance (1,216 ) (1,166 ) Net deferred tax assets 395 253 Deferred tax liabilities: Lease liability (349 ) (210 ) Depreciation (46 ) (43 ) Other — — Total deferred tax liabilities (395 ) (253 ) Total deferred tax assets (liabilities) $ — $ —
Schedule of Uncertain Tax Positions	The Company expects to release its FIN 48 reserve as well as making corresponding adjustment to its NOLs in 2025. (Restated) Unrecognized tax benefits as of January 1, 2022 $ 1,752 Gross increase in unrecognized tax benefits for prior year positions 433 Decreases due to settlements — Unrecognized tax benefits as of December 31, 2022 $ 2,185 Gross increase in unrecognized tax benefits for prior year 263 Decreases due to settlements — Unrecognized tax benefits as of December 31, 2023 $ 2,448

Credit Losses (Tables)

Credit Losses (Tables)	12 Months Ended
	Dec. 31, 2023
Credit Losses [Abstract]
Schedule of Accounts Receivable	The following table provides a roll-forward of the allowance for credit losses in 2023 and 2022 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: December 31, December 31, Balance of allowance for credit losses, beginning of period $ (264 ) $ (303 ) Current period change for write-offs 121 3 Current period change for expected credit losses (174 ) 36 Balance of allowance for credit losses, end of period $ (317 ) $ (264 )

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Schedule of Amount Due from Related Party	Amount due from related party Name of Related Party Relationship Nature December 31, (1) December 31, (Restated) Innovative Genetics, Inc. Alejandro Tani, member of board of directors, the chairman of the Company’s Nominating and Corporate Governance Committee, and a member of the Compensation Committee and the Company’s Audit Committee, is the Chief Executive Officer, Chief Information Officer, and majority owner of Innovative Genetics. Limited, non-exclusive, revocable license to use Innovative Genetics’ logos, trade names and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative Genetics-authorized persons. $ 853 $ — (1) As of the date of this report, such balance was repaid by Innovative Genetics, Inc.

Organization and Summary of S_3

Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Allowance for credit losses	$ 317	$ 264	$ 303
Operating segment	1
Uncertain tax position	$ 2,448	$ 2,185	$ 1,752
Customer Concentration Risk [Member] | One Major Customer [Member] | Revenue Benchmark [Member]
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage	14.40%
Customer Concentration Risk [Member] | One Major Customer [Member] | Accounts Receivable [Member]
Organization and Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage	0.80%

Organization and Summary of S_4

Organization and Summary of Significant Accounting Policies - Schedule of Accounts Receivable and Allowance for Credit Losses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Accounts Receivable and Allowance for Credit Losses [Abstract]
Trade accounts receivable	$ 17,393	$ 14,014
Less: allowance for credit losses on accounts receivable	(317)	(264)	$ (303)
Total accounts receivable, net	$ 17,076	$ 13,750

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Schedule of Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	$ 7,989
Investments	10,464
Accounts receivable, net	20,466	$ 14,443
Accounts receivable – related parties
Deferred income taxes	841	841
Inventory	6,639	6,868
Prepaid corporate taxes	17
Total current assets	49,086	48,569
Intangible assets, net	9,659	6,272
Goodwill
Other assets
Total other assets	10,995	7,057
Total assets	61,602	56,626
Accounts payable and accrued expenses	4,316	4,051
Accrued payroll and related	2,563	609
Unearned revenue	5,171
Current portion of contingent earn-out liabilities	2,870	1,810
Current portion of installment payment liabilities
Total current liabilities	16,667	13,955
Long-term contingent earn-out liabilities	4,587	2,846
Long-term installment payment liabilities
Total long-term liabilities	5,385	3,306
Additional paid-in capital	38,429	38,279
Accumulated deficit	1,119	1,084
Accumulated other comprehensive loss
Total stockholders’ equity	39,550	39,365
Total liabilities and stockholders’ equity	61,602	56,626
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	70
Investments	(71)
Accounts receivable, net	(4,243)	(693)
Accounts receivable – related parties	853
Deferred income taxes	(841)	(841)
Inventory	(1,857)	(941)
Prepaid corporate taxes	45
Total current assets	(6,044)	(2,475)
Intangible assets, net	(6,545)	(4,034)
Goodwill		90
Other assets	23	23
Total other assets	(6,522)	(3,921)
Total assets	(12,566)	(6,396)
Accounts payable and accrued expenses	429	(2)
Accrued payroll and related	5	1
Unearned revenue	(4,055)
Current portion of contingent earn-out liabilities	(2,646)	(1,072)
Current portion of installment payment liabilities	786	267
Total current liabilities	(5,481)	(806)
Long-term contingent earn-out liabilities	(3,824)	(2,358)
Long-term installment payment liabilities	639	414
Total long-term liabilities	(3,185)	(1,944)
Additional paid-in capital	(166)	(166)
Accumulated deficit	(3,721)	(3,301)
Accumulated other comprehensive loss	(13)	(179)
Total stockholders’ equity	(3,900)	(3,646)
Total liabilities and stockholders’ equity	(12,566)	(6,396)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	8,059
Investments	10,393
Accounts receivable, net	16,223	13,750
Accounts receivable – related parties	853
Deferred income taxes
Inventory	4,782	5,927
Prepaid corporate taxes	62
Total current assets	43,042	46,094
Intangible assets, net	3,114	2,238
Goodwill		90
Other assets	23	23
Total other assets	4,473	3,136
Total assets	49,036	50,230
Accounts payable and accrued expenses	4,745	4,049
Accrued payroll and related	2,568	610
Unearned revenue	1,116
Current portion of contingent earn-out liabilities	224	738
Current portion of installment payment liabilities	786	267
Total current liabilities	11,186	13,149
Long-term contingent earn-out liabilities	763	488
Long-term installment payment liabilities	639	414
Total long-term liabilities	2,200	1,362
Additional paid-in capital	38,263	38,113
Accumulated deficit	(2,602)	(2,217)
Accumulated other comprehensive loss	(13)	(179)
Total stockholders’ equity	35,650	35,719
Total liabilities and stockholders’ equity	$ 49,036	$ 50,230

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Schedule of Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Condensed Income Statements, Captions [Line Items]
Sales	$ 76,000	$ 57,878
Sales – related parties	76,000	57,878
Total sales	76,000	57,878
Cost of sales	51,148	42,493
Cost of sales - related parties	51,148	42,493
Total cost of sales	51,148	42,493
GROSS PROFIT	24,852	15,385
General and administrative expenses	25,310	17,789
Goodwill impairment	810	1,182
Total operating expenses	26,120	18,971
LOSS FROM OPERATIONS	(1,268)	(3,586)
Other income	186	34
Change in fair value of contingent earn-out liability	65	180
Realized gain (loss) on investments	103	(1)
Total other income	924	308
EARNING (LOSS) BEFORE INCOME TAXES	(344)	(3,278)
Provision for income taxes	41	222
NET LOSS	$ (385)	$ (3,500)
NET LOSS PER COMMON SHARE
Basic (in Dollars per share)	$ (0.02)	$ (0.18)
Diluted (in Dollars per share)	$ (0.02)	$ (0.18)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic (in Shares)	18,519,892	19,202,594
Diluted (in Shares)	18,519,892	19,202,594
Related Party [Member]
Condensed Income Statements, Captions [Line Items]
Sales	$ 853
Sales – related parties	853
Total sales	853
Cost of sales	656
Cost of sales - related parties	656
Total cost of sales	656
Sales [Member]
Condensed Income Statements, Captions [Line Items]
Sales	75,147	$ 57,878
Sales – related parties	75,147	57,878
Total sales	75,147	57,878
Cost of sales	50,492
Cost of sales - related parties	50,492
Total cost of sales	50,492
As Reported [Member]
Condensed Income Statements, Captions [Line Items]
Sales	75,894	58,953
Sales – related parties	75,894	58,953
Total sales	75,894	58,953
Cost of sales	51,012	42,384
Cost of sales - related parties	51,012	42,384
Total cost of sales	51,012	42,384
GROSS PROFIT	24,882	16,569
General and administrative expenses	26,030	18,075
Goodwill impairment
Total operating expenses	26,030	18,075
LOSS FROM OPERATIONS	(1,148)	(1,506)
Other income	375	113
Change in fair value of contingent earn-out liability
Realized gain (loss) on investments	270	(179)
Total other income	1,215	29
EARNING (LOSS) BEFORE INCOME TAXES	67	(1,477)
Provision for income taxes	31	(699)
NET LOSS	$ 35	$ (778)
NET LOSS PER COMMON SHARE
Basic (in Dollars per share)	$ 0	$ (0.04)
Diluted (in Dollars per share)	$ 0	$ (0.04)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic (in Shares)	18,519,615	19,202,619
Diluted (in Shares)	29,453,206	19,202,619
As Reported [Member] | Related Party [Member]
Condensed Income Statements, Captions [Line Items]
Sales
Sales – related parties
Total sales
Cost of sales
Cost of sales - related parties
Total cost of sales
As Reported [Member] | Sales [Member]
Condensed Income Statements, Captions [Line Items]
Sales	75,894
Sales – related parties	75,894
Total sales	75,894
Cost of sales	51,012
Cost of sales - related parties	51,012
Total cost of sales	51,012
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Sales	106	$ (1,075)
Sales – related parties	106	(1,075)
Total sales	106	(1,075)
Cost of sales	136	109
Cost of sales - related parties	136	109
Total cost of sales	136	109
GROSS PROFIT	(30)	(1,184)
General and administrative expenses	(720)	(286)
Goodwill impairment	810	1,182
Total operating expenses	90	896
LOSS FROM OPERATIONS	(120)	(2,080)
Other income	(189)	(79)
Change in fair value of contingent earn-out liability	65	180
Realized gain (loss) on investments	(167)	178
Total other income	(291)	279
EARNING (LOSS) BEFORE INCOME TAXES	(411)	(1,801)
Provision for income taxes	10	921
NET LOSS	$ (420)	$ (2,722)
NET LOSS PER COMMON SHARE
Basic (in Dollars per share)	$ (0.02)	$ (0.14)
Diluted (in Dollars per share)	$ (0.02)	$ (0.14)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic (in Shares)	277	(25)
Diluted (in Shares)	(10,933,314)	(25)
Adjustment [Member] | Related Party [Member]
Condensed Income Statements, Captions [Line Items]
Sales	$ 853
Sales – related parties	853
Total sales	853
Cost of sales	656
Cost of sales - related parties	656
Total cost of sales	656
Adjustment [Member] | Sales [Member]
Condensed Income Statements, Captions [Line Items]
Sales	(747)
Sales – related parties	(747)
Total sales	(747)
Cost of sales	(520)
Cost of sales - related parties	(520)
Total cost of sales	$ (520)

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
As Reported [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	$ 39,550	$ 39,365
Adjustments [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Adjustments	(3,900)	(3,646)
Balance	(3,900)	(3,646)
As Restated [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	35,650	35,719
Common Stock [Member] | As Reported [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	$ 2	$ 2
Balance (in Shares)	18,534,073	18,475,521
Common Stock [Member] | Adjustments [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Adjustments
Adjustments (in Shares)	4,927	(185)
Common Stock [Member] | As Restated [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	$ 2	$ 2
Balance (in Shares)	18,539,000	18,475,336
Additional Paid-in Capital [Member] | As Reported [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	$ 38,429	$ 38,279
Additional Paid-in Capital [Member] | Adjustments [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Adjustments	(166)	(166)
Additional Paid-in Capital [Member] | As Restated [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	38,263	38,113
AOCI, Equity Method Investment, Parent [Member] | As Reported [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance
AOCI, Equity Method Investment, Parent [Member] | Adjustments [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Adjustments	(13)	(179)
AOCI, Equity Method Investment, Parent [Member] | As Restated [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	(13)	(179)
Retained Earnings [Member] | As Reported [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	1,119	1,084
Retained Earnings [Member] | Adjustments [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Adjustments	(3,721)	(3,301)
Retained Earnings [Member] | As Restated [Member]
Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) [Line Items]
Balance	$ (2,602)	$ (2,217)

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements - Schedule of Statement of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (385)	$ (3,500)
Adjustment to deferred income taxes		217
Depreciation and amortization	772	420
Adjustment to reconcile operating lease expense to cash paid	8
Change in allowance for credit losses	(174)	36
Change in fair value of contingent earn-out liability	(65)	(180)
Intangible asset impairment, net
Goodwill impairment	810	1,182
Noncash interest accretion	11
Unrealized gain (loss) on investments	167	(179)
Accounts receivable	(677)	(3,007)
Accounts receivable – related parties	(853)
Inventory	2,027	(945)
Prepaid taxes	25
Prepaid expenses	(561)	865
Deposits	(807)	(611)
Accounts payable and accrued expenses	104	(1,901)
Accrued payroll and related	1,958	(227)
Unearned revenue	198	(715)
Net cash used in operating activities	(2,550)	(2,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired	(2,123)	(1,875)
Proceeds from sale of investments	4,231	200
Purchase of investments	(4,845)	(9,979)
Net cash used in investing activities	(3,736)	(12,280)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities	(641)	(669)
Payment of installment payment liabilities	(218)
Payment for stock repurchase	(50)	(3,331)
Net cash used in financing activities	(909)	(2,693)
NET DECREASE IN CASH	(7,195)	(16,973)
CASH - ENDING	8,059	15,254	$ 32,227
As Reported [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	35	(778)
Adjustment to deferred income taxes		(728)
Depreciation and amortization	1,506	725
Adjustment to reconcile operating lease expense to cash paid	(11)
Change in allowance for credit losses
Change in fair value of contingent earn-out liability
Intangible asset impairment, net	(178)	(149)
Goodwill impairment
Noncash interest accretion
Unrealized gain (loss) on investments	(270)	179
Accounts receivable	(6,023)	(5,460)
Accounts receivable – related parties
Inventory	228	(1,637)
Prepaid taxes	71
Prepaid expenses	(566)	(87)
Deposits		(287)
Accounts payable and accrued expenses	265	(932)
Accrued payroll and related	1,955	(228)
Unearned revenue	4,538	(113)
Net cash used in operating activities	(4,365)	(2,950)
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired	(660)	(737)
Proceeds from sale of investments
Purchase of investments	(415)	(9,966)
Net cash used in investing activities	(2,074)	(11,329)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities	(775)
Payment of installment payment liabilities
Payment for stock repurchase		(3,332)
Net cash used in financing activities	(825)	(2,694)
NET DECREASE IN CASH	(7,264)
CASH - ENDING	7,990
Adjustment [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	(420)	(2,722)
Adjustment to deferred income taxes		945
Depreciation and amortization	(734)	(305)
Adjustment to reconcile operating lease expense to cash paid	19
Change in allowance for credit losses	(174)	36
Change in fair value of contingent earn-out liability	(65)	(180)
Intangible asset impairment, net	178	149
Goodwill impairment	810	1,182
Noncash interest accretion	11
Unrealized gain (loss) on investments	437	(358)
Accounts receivable	5,346	2,453
Accounts receivable – related parties	(853)
Inventory	1,799	692
Prepaid taxes	(46)
Prepaid expenses	5	952
Deposits		(324)
Accounts payable and accrued expenses	(161)	(969)
Accrued payroll and related	3	1
Unearned revenue	(4,340)	(602)
Net cash used in operating activities	1,815	950
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired	(1,463)	(1,138)
Proceeds from sale of investments	4,231	200
Purchase of investments	(4,430)	(13)
Net cash used in investing activities	(1,662)	(951)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities	134
Payment of installment payment liabilities	(218)
Payment for stock repurchase		1
Net cash used in financing activities	(84)	$ 1
NET DECREASE IN CASH	69
CASH - ENDING	$ 69

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Company’s Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Level 1 [Member]
Assets:
Investments	$ 10,393	$ 9,779
Level 3 [Member]
Liabilities:
Earn-out liabilities	$ 987	$ 1,226

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Company’s Investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Company’s Investments [Line Items]
Cost	$ 10,226	$ 9,958
Unrealized Gain	167	(179)
Fair Value	10,393	9,779
Money Market Funds [Member]
Schedule of Company’s Investments [Line Items]
Cost	947	487
Unrealized Gain
Fair Value	947	487
Corporate bonds [Member]
Schedule of Company’s Investments [Line Items]
Cost	3,869	4,540
Unrealized Gain	38	(136)
Fair Value	3,907	4,404
Mutual Funds [Member]
Schedule of Company’s Investments [Line Items]
Cost	490
Unrealized Gain	10
Fair Value	500
US Treasury bills [Member]
Schedule of Company’s Investments [Line Items]
Cost	4,920	4,931
Unrealized Gain	119	(43)
Fair Value	$ 5,039	$ 4,888

Fair Value Measurements - Sch_3

Fair Value Measurements - Schedule of Reconciliation of the Earn-Out Liability (Details) - Earnout-Liability [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Condensed Financial Statements, Captions [Line Items]
Balance at beginning	$ 1,226	$ 1,523
Additions pursuant to acquisitions	467	552
Gain upon re-measurement	(65)	(180)
Payments earned and paid	(641)	(669)
Balance at ending	987	$ 1,226
Current portion of contingent earn-out liabilities	224
Long-term contingent earn-out liabilities	$ 763

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Inventory [Abstract]
Finished goods (branded products)	$ 4,182	$ 5,616
Goods in process (un-branded products)	600	311
Inventory, net	$ 4,782	$ 5,927

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property and Equipment, Net [Line Items]
Depreciation expense	$ 479	$ 257

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 3,094	$ 2,094
Accumulated depreciation	(1,573)	(1,094)
Property and equipment, net	1,521	1,000
Leasehold Improvements [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	6	6
Office Furniture and Equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	558	501
Software [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	2,468	1,525
Transportation Equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 62	$ 62

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets [Abstract]
Impairment charge on goodwill	$ 810	$ 1,182
Goodwill		90	$ 335
Amortization expense	$ 294	$ 163

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Schedule of Activity in Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Activity in Goodwill [Abstract]
Goodwill, balance	$ 90	$ 335
Acquisition	720	937
Impairment	(810)	(1,182)
Goodwill, balance		$ 90

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Intangible Assets [Line Items]
Intangible assets, gross	$ 3,716	$ 2,546
Intangible assets, accumulated amortization	(602)	(308)
Intangible assets, net carrying amount	3,114	2,238
Customer Lists [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, gross	3,716	2,546
Intangible assets, accumulated amortization	(602)	(308)
Intangible assets, net carrying amount	$ 3,114	$ 2,238
Minimum [Member] | Customer Lists [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, estimated useful life	10 years
Maximum [Member] | Customer Lists [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, estimated useful life	12 years

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Estimated Future Amortization Expense of Intangible Assets [Abstract]
2024	$ 343
2025	343
2026	343
2027	343
2028	343
Thereafter	1,399
Total	$ 3,114	$ 2,238

Acquisitions (Details)

Acquisitions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Aquisitions [Line Items]
Divided closing price	$ 100
Working capital	$ 0
Annual gross profit percentage	25%
Gross profit	$ 24,852	$ 15,385
Acquisition related transaction costs	39
First Installment [Member]
Aquisitions [Line Items]
Annual installment payments	60
Second Installment [Member]
Aquisitions [Line Items]
Annual installment payments	40
Third Installment [Member]
Aquisitions [Line Items]
Annual installment payments	$ 30
T R Miller Acquisition [Member]
Aquisitions [Line Items]
Annual gross profit percentage	45%
Gross profit	$ 4,000
Deductible for tax purposes	420
Cash payable	1,000
T R Miller Acquisition [Member] | First Installment [Member]
Aquisitions [Line Items]
Annual installment payments	400
T R Miller Acquisition [Member] | Second Installment [Member]
Aquisitions [Line Items]
Annual installment payments	300
T R Miller Acquisition [Member] | Third Installment [Member]
Aquisitions [Line Items]
Annual installment payments	200
T R Miller Acquisition [Member] | Fourth Installment [Member]
Aquisitions [Line Items]
Annual installment payments	200
Premier NYC [Member]
Aquisitions [Line Items]
Deductible for tax purposes	$ 0
G.A.P. Purchase Price [Member]
Aquisitions [Line Items]
Discription of aggregate acquired assets	(a) $500 paid on the G.A.P. Closing Date; (b) an amount paid on the G.A.P. Closing Date equal to the amount paid by G.A.P. Promotions (at cost) for all of the Inventory (as defined in the G.A.P. Purchase Agreement) that was on hand as of the date and time of the G.A.P. Closing Date; (c) following the G.A.P. Closing Date, two annual installment payments, consisting of (i) $180 within 45 days of the first anniversary of the G.A.P. Closing Date and (ii) $300 within 45 days of the second anniversary of the G.A.P. Closing Date; and (d) required earnout payments within a certain period after each of the first two anniversaries of the G.A.P. Closing Date, in an amount equal to 70% of annual Gross Profit (as defined in the G.A.P. Purchase Agreement) to the extent that Gross Profit during the immediately trailing 12-month period prior to the applicable G.A.P. Closing Date anniversary exceeded $1,500.
Purchase price	$ 1,981
Trend Purchase Price [Member]
Aquisitions [Line Items]
Discription of aggregate acquired assets	(a) $175 paid on the Trend Closing Date; (b) an amount equal to the amount paid by Trend Brand Solutions (at cost) for all of the Inventory (as defined in the Trend Purchase Agreement) that was on hand as of the Trend Closing Date; (c) an amount equal to the depreciated value of the Fixed Assets (as defined in the Trend Purchase Agreement); (d) four annual installment payments (each, a “Trend Installment Payment” and collectively, the “Trend Installment Payments”), consisting of (i) approximately $38 within 45 days of the first anniversary of the Trend Closing Date, (ii) approximately $38 within 45 days of the second anniversary of the Trend Closing Date, (iii) $25 within 45 days of the third anniversary of the Trend Closing Date, and (iv) $25 within 45 days of the fourth anniversary of the Trend Closing Date; (e) restricted shares of common stock in an amount equal to the quotient of $100 divided by the daily volume-weighted average price of the common stock on The Nasdaq Capital Market for the five trading days prior to the Trend Closing Date; and (f) earn-out payments within a certain period after each of the first four anniversaries of the Trend Closing Date, in an amount equal to 40% of annual Gross Profit (as defined in the Trend Purchase Agreement) to the extent that such Gross Profit during the immediately trailing 12-month period prior to the applicable Trend Closing Date anniversary is in excess of $800.
Purchase price	$ 433
Expected deductible for tax purposes	10
Premier Purchase Price [Member]
Aquisitions [Line Items]
Restricted shares of common stock issued	25
G.A.P. Purchase Price [Member]
Aquisitions [Line Items]
Expected deductible for tax purposes	580
Premier Purchase Price [Member]
Aquisitions [Line Items]
Purchase price	$ 830
Annual gross profit percentage	45%
Gross profit	$ 350
Premier Purchase Price [Member] | Common Stock [Member]
Aquisitions [Line Items]
Purchase price	100
T R Miller Purchase Agreement [Member]
Aquisitions [Line Items]
Gross profit	4,000
T R Miller Acquisition [Member]
Aquisitions [Line Items]
Purchase price	$ 3,541

Acquisitions - Schedule of Fair

Acquisitions - Schedule of Fair Value of Identifiable Assets Acquired (Details) $ in Thousands	Dec. 31, 2023 USD ($)
G.A.P. Purchase Agreement [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	$ 500
Cash adjustment for working capital	920
Cash payment for inventory	91
Fair value of restricted stock
Fair value of contingent earn-out payments	13
Present value of installment payments	457
Total consideration	1,981
G.A.P. Purchase Agreement [Member] | As Reported [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	1,511
Cash adjustment for working capital
Cash payment for inventory
Fair value of restricted stock	100
Fair value of contingent earn-out payments	1,635
Present value of installment payments
Total consideration	3,246
G.A.P. Purchase Agreement [Member] | Adjustment [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	(1,011)
Cash adjustment for working capital	920
Cash payment for inventory	91
Fair value of restricted stock	(100)
Fair value of contingent earn-out payments	(1,622)
Present value of installment payments	457
Total consideration	(1,265)
G.A.P. Acquisition [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Total consideration	1,981
Accounts receivable	1,105
Prepaid expenses	627
Inventory	112
Customer relationships	410
Goodwill	580
Accounts payable and accrued expenses	(227)
Unearned revenue	(626)
Trend Purchase Agreement [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	175
Cash adjustment for working capital	(213)
Cash payment for inventory and fixed assets	138
Fair value of restricted stock	48
Fair value of contingent earn-out payments	275
Present value of installment payments	108
Total consideration	433
Cash assumed	64
Loan repayment	(162)
Liabilities assumed
Trend Purchase Agreement [Member] | As Reported [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	2
Cash adjustment for working capital
Cash payment for inventory and fixed assets
Fair value of restricted stock	100
Fair value of contingent earn-out payments	1,370
Present value of installment payments
Total consideration	2,193
Cash assumed
Loan repayment
Liabilities assumed	721
Trend Purchase Agreement [Member] | Adjustment [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	173
Cash adjustment for working capital	(213)
Cash payment for inventory and fixed assets	138
Fair value of restricted stock	(52)
Fair value of contingent earn-out payments	(1,095)
Present value of installment payments	108
Total consideration	(1,760)
Cash assumed	64
Loan repayment	(162)
Liabilities assumed	(721)
Trend Acquisition [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	64
Total consideration	433
Accounts receivable	347
Prepaid expenses	2
Inventory	151
Property and equipment, net	14
Customer relationships	286
Goodwill	267
Other assets	23
Accounts payable and accrued expenses	(559)
Note payable	(162)
Premier Purchase Agreement [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	100
Cash adjustment for working capital	340
Fair value of restricted stock	10
Fair value of earn-out payments	264
Present value of installment payments	116
Total consideration	830
Liabilities assumed
Premier Purchase Agreement [Member] | As Reported [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	440
Cash adjustment for working capital
Fair value of restricted stock	25
Fair value of earn-out payments	908
Present value of installment payments
Total consideration	1,391
Liabilities assumed	18
Premier Purchase Agreement [Member] | Adjustment [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	(340)
Cash adjustment for working capital	340
Fair value of restricted stock	(15)
Fair value of earn-out payments	(644)
Present value of installment payments	116
Total consideration	(561)
Liabilities assumed	(18)
Premier Acquisition [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	14
Total consideration	830
Accounts receivable	344
Customer relationships	400
Goodwill	90
Accounts payable and accrued expenses	(18)
T R Miller Purchase Agreement [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	1,000
Cash adjustment for working capital	1,123
Fair value of earn-out payments	467
Present value of installment payments	951
Total consideration	3,541
T R Miller Purchase Agreement [Member] | As Reported [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	2,123
Cash adjustment for working capital
Fair value of earn-out payments	4,551
Present value of installment payments
Total consideration	6,674
T R Miller Purchase Agreement [Member] | Adjustment [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	(1,123)
Cash adjustment for working capital	1,123
Fair value of earn-out payments	(4,084)
Present value of installment payments	951
Total consideration	(3,133)
T R Miller Acquisition [Member]
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Total consideration	3,541
Accounts receivable	1,622
Prepaid expenses	5
Inventory	882
Customer relationships	1,170
Goodwill	720
Right of use asset - office leases	837
Accounts payable and accrued expenses	(591)
Unearned revenue	(285)
Lease liability	$ (819)

Acquisitions - Schedule of Unau

Acquisitions - Schedule of Unaudited Pro Forma Financial Information (Details) - T R Miller Acquisition [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Unaudited Pro Forma Financial Information [Line Items]
Sales	$ 80,256	$ 77,131
Costs of sales	54,228	57,163
Gross profit	26,028	19,968
Operating expenses	27,543	22,545
Loss from operations	(1,515)	(2,577)
Other income (expense)
Other income	271	1
Interest income (expense), net	582	135
Realized gain (loss) on investments	103	(179)
Total other income	956	(43)
Loss before taxes	(559)	(2,620)
Provision for income taxes	41	467
Net loss	$ (600)	$ (3,087)
Net loss per share - basic & diluted (in Dollars per share)	$ (0.03)	$ (0.16)
Net loss per share - diluted (in Dollars per share)	$ (0.03)	$ (0.16)
Weighted average shares outstanding - basic & diluted (in Shares)	18,519,892	19,202,594
Weighted average shares outstanding - diluted (in Shares)	18,519,892	19,202,594

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accounts Payable and Accrued Expenses [Abstract]
Cost of sales - purchases	$ 3,218	$ 3,571
Other payables and accrued expenses	1,527	478
Accounts payable and accrued expenses, Total	$ 4,745	$ 4,049

Note Payable - Line of Credit (

Note Payable - Line of Credit (Details) - USD ($) $ in Thousands			12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Note Payable - Line of Credit [Line Items]
Borrowing amount			$ 0	$ 0
Per annum			0.50%
Note Payable Line Of Credit [Member]
Note Payable - Line of Credit [Line Items]
Interest rate			9%	8%
Note Payable Line Of Credit [Member]
Note Payable - Line of Credit [Line Items]
Line of Credit Facility, Commitment Fee Amount	$ 7,000	$ 7,000

Reward Card Program Liability (

Reward Card Program Liability (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Reward Card Program Liability [Abstract]
Deposits	$ 875	$ 6,000

Note Payable - Wildman (Details

Note Payable - Wildman (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Note Payable - Wildman [Line Items]
Due to the seller amount	$ 162
Note payable	0	$ 162
General and Administrative Expense [Member]
Note Payable - Wildman [Line Items]
Note payable	$ 162

Installment Payment Liability -

Installment Payment Liability - Schedule of Reconciliation of the Installment Payment Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconciliation of the Installment Payment Liability [Abstract]
Balance	$ 681
Balance	1,425	681
Current portion of installment payment liabilities	786	267
Long-term installment payment liabilities	639	414
Additions pursuant to acquisitions	951	$ 681
Interest accretion	11
Payments made	$ (218)

Revenue - Schedule of Revenue D

Revenue - Schedule of Revenue Disaggregated According to the Transfer of Goods or Services (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total Revenue	$ 76,000	$ 57,878
Promotional products - dropshipping [Member]
Disaggregation of Revenue [Line Items]
Revenue generated per major product category	32,794	33,179
Promotional products – Company owned inventory [Member]
Disaggregation of Revenue [Line Items]
Revenue generated per major product category	17,911	11,086
Promotional products – bulk dropshipping [Member]
Disaggregation of Revenue [Line Items]
Revenue generated per major product category	17,686	6,797
Promotional products – customer owned inventory [Member]
Disaggregation of Revenue [Line Items]
Revenue generated per major product category	6,076	5,392
Rewards program [Member]
Disaggregation of Revenue [Line Items]
Revenue generated per major product category	1,233	1,213
Additional services [Member]
Disaggregation of Revenue [Line Items]
Revenue generated per major product category	$ 300	$ 211

Revenue - Schedule of Unearned

Revenue - Schedule of Unearned Revenue Includes Customer Deposits and Deferred Revenue (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Unearned Revenue Includes Customer Deposits and Deferred Revenue [Line Items]
Balance at January 1,	$ 633	$ 722
Revenue recognized	(633)	(722)
Amounts collected or invoiced	1,116	633
Unearned revenue	$ 1,116	$ 633

Commitments and Contingencies_2

Commitments and Contingencies (Details)	May 31, 2023 USD ($) m²	Feb. 01, 2023 USD ($) m²	Sep. 08, 2020 USD ($) m²	May 31, 2020 m²	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Commitments and Contingencies (Details) [Line Items]
Lease liability (in Dollars)					$ 1,336,000	$ 785,000
Weighted average remaining lease term					3 years 2 months 12 days
Weighted average discount rate					3.30%
Quincy, MA [Member]
Commitments and Contingencies (Details) [Line Items]
Annual Increases Percentage				2.50%
Lease liability (in Dollars)					$ 433
Lease borrowing rate					12%
Warsaw, IN [Member]
Commitments and Contingencies (Details) [Line Items]
Annual Increases Percentage			2.50%
Lease liability (in Dollars)			$ 0
Tomball, TX [Member]
Commitments and Contingencies (Details) [Line Items]
Annual Increases Percentage		2.30%
Lease liability (in Dollars)		$ 130
Lease borrowing rate		4%
Walpole, MA [Member]
Commitments and Contingencies (Details) [Line Items]
Annual Increases Percentage	2%
Lease liability (in Dollars)	$ 760
Lease borrowing rate	4%
Foot Office Space [Member] | Quincy, MA [Member]
Commitments and Contingencies (Details) [Line Items]
Lease square (in Square Meters) | m²				10,500
Foot Office Space [Member] | Warsaw, IN [Member]
Commitments and Contingencies (Details) [Line Items]
Lease square (in Square Meters) | m²			10,500
Foot Office Space [Member] | Tomball, TX [Member]
Commitments and Contingencies (Details) [Line Items]
Lease square (in Square Meters) | m²		5,600
Foot Office Space [Member] | Walpole, MA [Member]
Commitments and Contingencies (Details) [Line Items]
Lease square (in Square Meters) | m²	25,000

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease cost
Operating lease cost	$ 537	$ 457
Total	$ 537	$ 457

Commitments and Contingencies_3

Commitments and Contingencies - Schedule of Represents Maturities of Operating and Finance Lease Liabilities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Schedule of Represents Maturities of Operating and Finance Lease Liabilities [Abstract]
2024	$ 570
2025	361
2026	189
2027	185
2028	67
Thereafter
Total payments	1,372
Less amount representing interest	(46)
Present value of payments	$ 1,326

Commitments and Contingencies_4

Commitments and Contingencies - Schedule of Supplemental Cash Flow Information Related to Operating and Finance Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Other information
Operating cash flows from operating lease	$ 8

Stockholders_ Equity (Details)

Stockholders’ Equity (Details) - USD ($)		12 Months Ended
	Feb. 21, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 24, 2021
Stockholders Equity [Line Itmes]
Common stock shares authorized		300,000,000	300,000,000
Common stock shares par value (in Dollars per share)		$ 0.0001	$ 0.0001
Common stock shares issued		18,539,000	18,475,336
Common stock shares outstanding		18,539,000	18,475,336
Number of shares in a unit		1
Class of Warrant or Right, Outstanding		0	5,596,061
Repurchase amount (in Dollars)	$ 10,000
PIPE [Member]
Stockholders Equity [Line Itmes]
Exercise price (in Dollars per share)		$ 4.97
After Shareholder Approval [Member]
Stockholders Equity [Line Itmes]
Warrant exercised		659,456	4,478,134
Warrant, exercise price, decrease (in Dollars per share)		$ 1
Redeemable Warrant [Member]
Stockholders Equity [Line Itmes]
Exercise price (in Dollars per share)		$ 4.97
Expiration term		5 years
Common Stock [Member]
Stockholders Equity [Line Itmes]
Common stock shares authorized					300,000,000
Common stock shares par value (in Dollars per share)					$ 0.0001
Common stock shares issued		18,539,000
Common stock shares outstanding		18,539,000	18,475,336	19,753,852
Initial Public Offering [Member]
Stockholders Equity [Line Itmes]
Initial public offering (in Dollars)		$ 4.81375
Share issued price per shares (in Dollars per share)		$ 5
Class of Warrant or Right, Outstanding		149,639
Exercise price (in Dollars per share)		$ 5.19
Private Placement [Member] | PIPE [Member]
Stockholders Equity [Line Itmes]
Warrant exercised		131,158

Stockholders_ Equity - Schedule

Stockholders’ Equity - Schedule of Outstanding and Exercisable Warrants (Details) - Warrant [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Outstanding and Exercisable Warrants [Line Items]
Number of Warrants Outstanding, Beginning Balance	10,074,195	10,345,784
Weighted Average Exercise Price, Beginning Balance	$ 4.91	$ 4.9
Weighted Average Life (Years), Beginning Balance	4 years	5 years
Aggregate Intrinsic Value, Beginning Balance
Number of Warrants Outstanding, Ending Balance	10,074,195	10,074,195
Weighted Average Exercise Price, Ending Balance	$ 4.91	$ 4.91
Weighted Average Life (Years), Ending Balance	4 years	5 years
Aggregate Intrinsic Value, Ending Balance
Number of Warrants Outstanding, Warrants Exercised		(271,589)
Weighted Average Exercise Price, Warrants Exercised		$ 4.81
Weighted Average Life (Years), Warrants Exercised
Aggregate Intrinsic Value, Warrants Exercised

Stockholders_ Equity - Schedu_2

Stockholders’ Equity - Schedule of Purchases Made by the Company (Details) - Stockholders Equity [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Purchases made by the Company [Line Items]
Total Number of Shares Purchased	37,509	1,777,657
Average Price Paid per Share (in Dollars per share)	$ 1.32	$ 1.87
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	1,815,166	1,777,657
Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in Dollars)	$ 6,618	$ 6,668

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Nov. 30, 2021
Stock-Based Compensation [Line Items]
Contractual term	10 years
Weighted-average grant-date fair value (in Dollars per share)	$ 1.66	$ 2.32
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Line Items]
Vested term	3 years	4 years
Stock Option [Member]
Stock-Based Compensation [Line Items]
Contractual term	8 years	9 years
Weighted-average grant-date fair value (in Dollars per share)	$ 1.54	$ 1.8
2021 Plan [Member]
Stock-Based Compensation [Line Items]
Common stock available for issuance shares (in Shares)			1,041,147

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	$ 200	$ 331
Stock Options [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	49	161
Restricted Stock Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	$ 151	$ 170

Stock-Based Compensation - Sc_2

Stock-Based Compensation - Schedule of Black-Scholes Option Pricing Model (Details)	12 Months Ended
	Dec. 31, 2023
Schedule of Black-Scholes Option Pricing Model [Line Items]
Risk-Free Interest Rate	3.86%
Expected Volatility	29.24%
Expected Dividends	0%
Minimum [Member]
Schedule of Black-Scholes Option Pricing Model [Line Items]
Expected Term	5 years 6 months
Maximum [Member]
Schedule of Black-Scholes Option Pricing Model [Line Items]
Expected Term	6 years 3 months

Stock-Based Compensation - Sc_3

Stock-Based Compensation - Schedule of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Option Activity [Line Items]
Shares, Beginning Balance	1,505,333	1,515,000
Weighted Average Exercise Price, Beginning Balance	$ 4.11	$ 4.15
Aggregate Intrinsic Value, Beginning Balance		$ 2,879
Shares, Ending Balance	1,466,062	1,505,333
Weighted Average Exercise Price, Ending Balance	$ 3.98	$ 4.11
Aggregate Intrinsic Value, Ending Balance
Shares, Vested and exercisable	852,896
Weighted Average Exercise Price, Vested and exercisable	$ 4.09
Aggregate Intrinsic Value, Vested and exercisable
Shares, Granted	76,500	81,000
Weighted Average Exercise Price, Granted	$ 1.66	$ 2.32
Aggregate Intrinsic Value, Granted
Shares, Forfeited or Expired and Other Adjustments	(115,771)	(90,667)
Weighted Average Exercise Price, Forfeited or Expired and Other Adjustments	$ 4.13	$ 4.15
Aggregate Intrinsic Value, Forfeited or Expired and Other Adjustments

Stock-Based Compensation - Sc_4

Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock [Member] - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Restricted Stock Activity [Line Items]
Numbers of Outstanding, Beginning Balance	64,166	154,960
Granted	32,252	145,660
Vested	(33,333)	(227,737)
Forfeited	(10,897)	(8,717)
Numbers of Outstanding, Ending Balance	52,188	64,166

Loss Per Share - Schedule of th

Loss Per Share - Schedule of the Computation of Basic and Diluted Net Loss Per Common Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Loss Per Share - Schedule of the Computation of Basic and Diluted Net Loss Per Common Share (Details) [Line Items]
Anti-diluted net loss per share	10,927,091	10,528,113
Warrants [Member]
Loss Per Share - Schedule of the Computation of Basic and Diluted Net Loss Per Common Share (Details) [Line Items]
Anti-diluted net loss per share	10,074,195	10,074,195
Stock Options [Member]
Loss Per Share - Schedule of the Computation of Basic and Diluted Net Loss Per Common Share (Details) [Line Items]
Anti-diluted net loss per share	852,896	453,918

Income Tax Provision (Details)

Income Tax Provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Provision [Line Items]
loss before income tax	$ (344,000)	$ (3,278,000)
Effective income tax rate	(11.92%)	(6.77%)
Federal and state net operating loss carryforwards	$ 1,683	$ 1,941
Percentage of deduction taxable income	80%
Income tax expenses	$ 41,000	222,000
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit		2,448
Uncertain tax position increase	$ 263,000	$ 433,000
Percentage of Unrecognized tax position	80%
Stran & Company Inc [Member]
Income Tax Provision [Line Items]
Ownership of stockholders	50%

Income Tax Provision - Schedule

Income Tax Provision - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Current provision
Federal	$ 33
State	8	5
Total current provision	41	5
Deferred provision
Federal		170
State		47
Total deferred provision		217
Provision for income taxes	$ 41	$ 222

Income Tax Provision - Schedu_2

Income Tax Provision - Schedule of Statutory Federal Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Statutory Federal Income Tax Rate [Abstract]
U.S. statutory rate	21%	21%
State taxes, net of federal	(0.68%)	5.64%
Change in valuation allowance	(27.45%)	(33.28%)
Return to provision
Meals and entertainment expenses	(9.53%)
Other permanent differences	4.74%	(0.13%)
Effective tax rate	(11.92%)	(6.77%)

Income Tax Provision - Schedu_3

Income Tax Provision - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 384	$ 613
Charitable contributions	18	8
Lease liability	347	211
Stock compensation	184	135
Compensation expense	26	27
Unrealized gains	3	48
Section 163j		37
Allowance for credit losses	44	30
UNICAP	27	49
Amortization	578	261
Other
Total gross deferred tax assets	1,611	1,419
Less: Valuation allowance	(1,216)	(1,166)
Net deferred tax assets	395	253
Deferred tax liabilities:
Lease liability	(349)	(210)
Depreciation	(46)	(43)
Other
Total deferred tax liabilities	(395)	(253)
Total deferred tax assets (liabilities)

Income Tax Provision - Schedu_4

Income Tax Provision - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Uncertain Tax Positions [Abstract]
Unrecognized tax benefits	$ 2,185	$ 1,752
Gross increase in unrecognized tax benefits for prior year	263	433
Decreases due to settlements
Unrecognized tax benefits	$ 2,448	$ 2,185

Credit Losses (Details)

Credit Losses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Credit Losses [Abstract]
Accounts receivable	$ 17,076
Net of allowances	$ 317	$ 264	$ 303

Credit Losses - Schedule of Acc

Credit Losses - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Accounts Receivable Abstract
Balance of allowance for credit losses, beginning of period	$ (264)	$ (303)
Current period change for write-offs	121	3
Current period change for expected credit losses	(174)	36
Balance of allowance for credit losses, end of period	(317)	(264)
Current period change for write-offs	121	3
Current period change for expected credit losses	$ (174)	$ 36

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)		1 Months Ended			12 Months Ended
	Dec. 31, 2022	Dec. 31, 2022	Sep. 30, 2022	Nov. 30, 2021	Dec. 31, 2023
Related Party Transaction [Line Items]
Fees payable					$ 200
Percentage of annual fees					1.50%
Recruiting fees					$ 18
Consulting fees					$ 20
Percentage of contribution margin					1.50%
Acquisition expenses	$ 14
Engage & Excel Enterprises Inc. [Member]
Related Party Transaction [Line Items]
Fees payable		$ 13		$ 10	$ 20
Trend Brand Solutions [Member]
Related Party Transaction [Line Items]
Fees payable			$ 15

Related Party Transactions - Sc

Related Party Transactions - Schedule of Amount Due from Related Party (Details) - Innovative Genetics, Inc. [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023		Dec. 31, 2022
Related Party Transaction [Line Items]
Relationship	Alejandro Tani, member of board of directors, the chairman of the Company’s Nominating and Corporate Governance Committee, and a member of the Compensation Committee and the Company’s Audit Committee, is the Chief Executive Officer, Chief Information Officer, and majority owner of Innovative Genetics.
Nature	Limited, non-exclusive, revocable license to use Innovative Genetics’ logos, trade names and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative Genetics-authorized persons.
Due from related party	$ 853	[1]
[1] As of the date of this report, such balance was repaid by Innovative Genetics, Inc.

Advertising (Details)

Advertising (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Advertising [Line Items]
Advertising costs	$ 418	$ 375

Defined Profit Sharing Plan (De

Defined Profit Sharing Plan (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Defined Profit Sharing Plan [Line Items]
Percentage of participant’s contributions	3%
Matching contributions	$ 238

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Thousands		12 Months Ended
	Jan. 10, 2025	Dec. 31, 2023
Subsequent Events (Details) [Line Items]
Percentage of annual escalations		3.30%
Warson Capital Partners, LLC [Member]
Subsequent Events (Details) [Line Items]
Cash purchase		$ 150
Revolving Line of Credit [Member]
Subsequent Events (Details) [Line Items]
Aggregate principal amount		7,000
Forecast [Member]
Subsequent Events (Details) [Line Items]
Initial base rent	$ 21
Forecast [Member] | Minimum [Member]
Subsequent Events (Details) [Line Items]
Percentage of annual escalations	2.20%
Forecast [Member] | Maximum [Member]
Subsequent Events (Details) [Line Items]
Percentage of annual escalations	2.50%
Cash Purchase Price [Member]
Subsequent Events (Details) [Line Items]
Cash purchase		1,099
Assumed Liabilities [Member]
Subsequent Events (Details) [Line Items]
Cash purchase		$ 5,500