Stran & Company (SWAG) 10-Q 10 Feb 25 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Feb. 06, 2025
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
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 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 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, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SWAG
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one share of Common Stock 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 at an exercise price of $4.81375
Trading Symbol	SWAGW
Security Exchange Name	NASDAQ

Balance Sheets

Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 11,874	$ 8,059
Investments	9,603	10,393
Accounts receivable, net	12,015	16,223
Inventory	3,974	4,782
Prepaid corporate taxes	32	62
Prepaid expenses	617	953
Deposits	1,910	1,717
Total current assets	40,853	43,042
Property and equipment, net	1,715	1,521
OTHER ASSETS:
Intangible assets - customer lists, net	2,943	3,114
Other assets	23	23
Right of use asset - office leases	1,061	1,336
Total other assets	4,027	4,473
Total assets	46,595	49,036
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,875	4,745
Accrued payroll and related	1,211	2,568
Unearned revenue	854	1,116
Rewards program liability	3,350	875
Sales tax payable	227	344
Current portion of contingent earn-out liabilities	224	224
Current portion of installment payment liabilities	398	786
Current portion of lease liability	519	528
Total current liabilities	10,658	11,186
LONG-TERM LIABILITIES:
Long-term contingent earn-out liabilities	763	763
Long-term installment payment liabilities	339	639
Long-term lease liability	550	798
Total long-term liabilities	1,652	2,200
Total liabilities	12,310	13,386
Commitments and contingencies (Note K)
STOCKHOLDER’S EQUITY:
Preferred stock, $0.0001 par value; 50,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively
Common stock, $0.0001 par value; 300,000,000 shares authorized, 18,589,086 and 18,539,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	2	2
Additional paid-in capital	38,433	38,263
Accumulated deficit	(4,118)	(2,602)
Accumulated other comprehensive loss	(32)	(13)
Total stockholders’ equity	34,285	35,650
Total liabilities and stockholders’ equity	46,595	49,036
Related Parties
CURRENT ASSETS:
Accounts receivable - related parties	$ 828	$ 853

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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	18,589,086	18,539,000
Common stock, shares outstanding	18,589,086	18,539,000

Statements of Operations

Statements of Operations - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023		Jun. 30, 2024	Jun. 30, 2023
SALES
Total sales	$ 16,693	$ 17,415		$ 35,520	$ 33,386
COST OF SALES:
Total cost of sales	11,226	12,167		24,440	22,729
GROSS PROFIT	5,467	5,248		11,080	10,657
OPERATING EXPENSES:
General and administrative expenses	6,575	6,245	[1]	12,857	12,236	[1]
Total operating expenses	6,575	6,245	[1]	12,857	12,236	[1]
LOSS FROM OPERATIONS	(1,108)	(997)	[1]	(1,777)	(1,579)	[1]
OTHER INCOME:
Other income	1	17		16	17
Interest income	82	146		175	284
Realized gain on investments	3	9		73	21
Total other income	86	172		264	322
LOSS BEFORE INCOME TAXES	(1,022)	(825)	[1]	(1,513)	(1,257)	[1]
Provision for income taxes	3	99		3	151
NET LOSS	$ (1,025)	$ (924)	[1]	$ (1,516)	$ (1,408)	[1]
NET LOSS PER COMMON SHARE
Basic (in Dollars per share)	$ (0.06)	$ (0.05)	[1]	$ (0.08)	$ (0.08)	[1]
Diluted (in Dollars per share)	$ (0.06)	$ (0.05)	[1]	$ (0.08)	$ (0.08)	[1]
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic (in Shares)	18,589,086	18,532,342	[1]	18,581,957	18,504,761	[1]
Diluted (in Shares)	18,589,086	18,532,342	[1]	18,581,957	18,504,761	[1]
Sales
SALES
Total sales	$ 16,693	$ 17,285		$ 35,474	$ 33,256
Sales – Related Parties
SALES
Total sales		130		46	130
Cost of Sales
COST OF SALES:
Total cost of sales	11,226	12,067		24,405	22,629
Cost of Sales - Related Parties
COST OF SALES:
Total cost of sales		$ 100		$ 35	$ 100
[1]Represents revision for immaterial error correction.

Statements of Comprehensive (Lo

Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023		Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,025)	$ (924)	[1]	$ (1,516)	$ (1,408)	[1]
Other comprehensive income (loss):
Change in unrealized gain (loss) on investments (net of tax)	48	(43)		(19)	77
Total other comprehensive income (loss)	48	(43)		(19)	77
Comprehensive loss (income)	$ (977)	$ (967)		$ (1,535)	$ (1,331)
[1]Represents revision for immaterial error correction.

Statements of Stockholders_ Equ

Statements of Stockholders’ Equity - USD ($) $ in Thousands		Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Balance at Dec. 31, 2022			$ 2	$ 38,113	$ (179)	$ (2,217)	$ 35,719
Balance (in Shares) at Dec. 31, 2022			18,475,336
Stock-based compensation				27			27
Stock-based compensation (in Shares)			7,812
Other comprehensive income (loss)					120		120
Net loss						(484)	(484)
Balance at Mar. 31, 2023			$ 2	38,140	(59)	(2,701)	35,382
Balance (in Shares) at Mar. 31, 2023			18,483,148
Balance at Dec. 31, 2022			$ 2	38,113	(179)	(2,217)	35,719
Balance (in Shares) at Dec. 31, 2022			18,475,336
Net loss	[1]						(1,408)
Balance at Jun. 30, 2023			$ 2	38,250	(102)	(3,625)	34,525
Balance (in Shares) at Jun. 30, 2023			18,540,648
Balance at Mar. 31, 2023			$ 2	38,140	(59)	(2,701)	35,382
Balance (in Shares) at Mar. 31, 2023			18,483,148
Stock-based compensation				110			110
Stock-based compensation (in Shares)			57,500
Other comprehensive income (loss)					(43)		(43)
Net loss						(924)	(924)	[1]
Balance at Jun. 30, 2023			$ 2	38,250	(102)	(3,625)	34,525
Balance (in Shares) at Jun. 30, 2023			18,540,648
Balance at Dec. 31, 2023			$ 2	38,263	(13)	(2,602)	35,650
Balance (in Shares) at Dec. 31, 2023			18,539,000
Stock-based compensation				150			150
Stock-based compensation (in Shares)			50,086
Other comprehensive income (loss)					(67)		(67)
Net loss						(491)	(491)
Balance at Mar. 31, 2024			$ 2	38,413	(80)	(3,093)	35,242
Balance (in Shares) at Mar. 31, 2024			18,589,086
Balance at Dec. 31, 2023			$ 2	38,263	(13)	(2,602)	35,650
Balance (in Shares) at Dec. 31, 2023			18,539,000
Net loss							(1,516)
Balance at Jun. 30, 2024			$ 2	38,433	(32)	(4,118)	34,285
Balance (in Shares) at Jun. 30, 2024			18,589,086
Balance at Mar. 31, 2024			$ 2	38,413	(80)	(3,093)	35,242
Balance (in Shares) at Mar. 31, 2024			18,589,086
Stock-based compensation				20			20
Other comprehensive income (loss)					48		48
Net loss						(1,025)	(1,025)
Balance at Jun. 30, 2024			$ 2	$ 38,433	$ (32)	$ (4,118)	$ 34,285
Balance (in Shares) at Jun. 30, 2024			18,589,086
[1]Represents revision for immaterial error correction.

Statements of Cash Flows

Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,516)	$ (1,408)	[1]
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	341	407
Adjustment to reconcile operating lease expense to cash paid	18	26	[1]
Change in allowance for credit losses	(288)	(59)	[1]
Noncash interest accretion	72
Stock-based compensation	170	137
Changes in operating assets and liabilities:
Accounts receivable	4,496	1,407
Accounts receivable – related parties	25
Inventory	808	1,546
Prepaid taxes	30	122
Prepaid expenses	336	(304)	[1]
Deposits	(193)	(1,066)
Accounts payable and accrued expenses	(871)	(1,480)	[1]
Accrued payroll and related	(1,357)	389
Unearned revenue	(262)	1,221
Rewards program liability	2,475	2,875
Sales tax payable	(117)	(74)
Net cash provided by operating activities	4,167	3,739	[1]
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired		(2,123)
Purchases of property and equipment	(364)	(579)
Proceeds from sale of investments	4,608	1,000
Purchase of investments	(3,836)	(1,355)
Net cash provided by (used in) investing activities	408	(3,057)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities		(424)
Payment of installment payment liabilities	(760)	(175)
Net cash used in financing activities	(760)	(599)
NET INCREASE IN CASH	3,815	83	[1]
CASH AND CASH EQUIVALENTS - BEGINNING	8,059	15,254
CASH AND CASH EQUIVALENTS - ENDING	11,874	15,337	[1]
Cash paid during the period for:
Interest		6
Income taxes	29	48
Noncash investing and financing activities:
Assets acquired in T R Miller business acquisition		5,236
Liabilities assumed in T R Miller business acquisition		3,113
Lease liabilities arising from obtaining right-of-use assets		$ 1,034
[1]Represents revision for immaterial error correction.

Organization and Summary of Sig

Organization and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
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. Basis of Presentation - The accompanying unaudited condensed financial statements as of and for the three and six months ended June 30, 2024, include the accounts of the Company and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on January 22, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, and we believe that the disclosures are adequate to make the information presented not misleading. In our opinion, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the information in the following unaudited condensed financial statements of the Company have been included. The results of operations for interim periods are not necessarily indicative of the results for the full year. 5. 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 fair value of assets and liabilities assumed in acquisitions and the fair value of the contingent earnout liability. 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. 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. 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, and accounts payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. 7. 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. As of June 30, 2024 and December 31, 2023, the Company maintained deposits in three banks that exceeded the federal insured deposit limit of the Federal Deposit Insurance Corporation (FDIC). For the three and six months ended June 30, 2024, the Company had two major customers to which sales accounted for approximately 12.7% and 10.0% of the Company’s revenues, respectively. The Company had accounts receivable from these customers amounting to 17.3% of the total accounts receivable balance. For the three and six months ended June 30, 2023, the Company had three major customers to which sales accounted for approximately 13.4% and 21.3% of the Company’s revenues, respectively. The Company had accounts receivable from these customers amounting to 8.6% of the total accounts receivable balance. 8. Revenue Recognition - The Company accounts for revenue under ASC 606, Revenue for Contracts 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. 9. Accounts Receivable and Allowance for Credit Losses - Accounts receivable as of June 30, 2024 and December 31, 2023, includes allowance for credit losses of $438 and $317, respectively. June 30, December 31, Trade accounts receivable $ 13,281 $ 17,393 Less: allowance for credit losses on accounts receivable (438 ) (317 ) Total accounts receivable, net $ 12,843 $ 17,076 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 P, “Credit Losses,” to our financial statements included in this report for more information. 10. Uncertainty in Income Taxes - As of June 30, 2024 and December 31, 2023, the Company determined it had uncertain tax positions of $2,448. 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. 11. 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. 12. Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with 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. 13. 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. 14. 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. 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. 15. Recent Accounting Pronouncements - Management has reviewed the following recent accounting pronouncements: 2023-07 – Segment Reporting (Topic 280) In November 2023, the Financial Accounting Standards Board (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 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 Financial Accounting Standards Board (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 guidance is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. 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 Financial Accounting Standards Board (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 guidance is effective for fiscal years and interim periods beginning after December 15, 2024, with early adoption permitted. 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. 16. Subsequent Events - Management has evaluated events occurring after the balance sheet date through the date on which the financial statements were filed.

Restatement of Previously Issue

Restatement of Previously Issued Financial Statements	6 Months Ended
	Jun. 30, 2024
Restatement of Previously Issued Financial Statements [Abstract]
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	B. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In connection with the re-audit of the financial statements of the Company, as of and for the fiscal years ended December 31, 2023 and 2022, which were previously audited by the Company’s prior independent registered public accounting firm, BF Borgers CPA PC, 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. As a result of the re-audit, the Audit Committee, in consultation with the Company’s management, concluded that the Company’s previously issued unaudited consolidated financial statements and the notes thereto require restatement and should not be relied upon. The following include descriptions of the significant adjustments to the Company’s previously reported financial statements included in this quarterly report. 1. Business Acquisitions The Company incorrectly accounted for the Wildman Imprints former promotional products business division of Wildman Business Group, LLC, G.A.P. Promotions, LLC, Trend Promotional Marketing Corporation (d/b/a Trend Brand Solutions), Premier Business Services, and T R Miller Co., Inc. (“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 2022 and 2023. 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 June 30, 2024 and 2023, 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, previously reflected in Accounts Receivable, Net on the Company’s Balance Sheet, have been reclassified to Accounts Receivable – 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 June 30, 2023, rather than reducing Unearned Revenue for the customer deposits that were received prior to June 30, 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 three and six months ended June 30, 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 a 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 June 30, 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 three and six months ended June 30, 2023. 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 June 30, 2023. In addition, the Company did not reduce the inventory balance for the products that were shipped as of June 30, 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 June 30, 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 June 30, 2023 As Reported Adjustment As Restated Reference Cash and cash equivalents $ 15,271 $ 66 $ 15,337 * Investments 10,278 (67 ) 10,211 * Accounts receivable, net 13,959 (65 ) 13,894 4,5 Accounts receivable – related parties — 130 130 4 Deferred income taxes 1,542 (1,542 ) — 3 Inventory 5,821 (558 ) 5,263 7,9 Prepaid corporate taxes 87 (87 ) — 3 Total current assets 49,630 (2,123 ) 47,507 3,4,5,7,9, * Intangible assets, net 10,712 (7,427 ) 3,285 1 Goodwill — 810 810 1,2 Other assets — 23 23 1 Right of use asset - office leases 1,470 122 1,592 1 Total other assets 12,182 (6,472 ) 5,710 1,2 Total assets $ 63,107 $ (8,595 ) $ 54,512 1,2,3,4,5,7,9, * Accounts payable and accrued expenses $ 3,012 $ 183 $ 3,195 3 Accrued payroll and related 997 2 999 * Unearned revenue 2,291 (152 ) 2,139 5 Current portion of contingent earn-out liabilities 3,187 (2,793 ) 394 1 Current portion of installment payment liabilities — 750 750 1 Current portion of lease liability 676 (145 ) 531 1 Total current liabilities 19,491 (2,155 ) 17,336 1,3,5, * Long-term contingent earn-out liabilities 4,883 (4,008 ) 875 1 Long-term installment payment liabilities — 707 707 1 Long-term lease liability 763 306 1,069 1 Total long-term liabilities 5,646 (2,995 ) 2,651 1 Total liabilities 25,137 (5,150 ) 19,987 1,3,5, * Additional paid-in capital 38,417 (167 ) 38,250 1 Accumulated deficit (449 ) (3,176 ) (3,625 ) 1,2,3,6,7, * Accumulated other comprehensive loss — (102 ) (102 ) 8 Total stockholders’ equity 37,970 (3,445 ) 34,525 1,2,3,6,7,8, * Total liabilities and stockholders’ equity $ 63,107 $ (8,595 ) $ 54,512 1,2,3,5,6,7,8, * Statement of Operations for the Three Months Ended June 30, 2023 As Reported Adjustment As Restated Reference Sales $ 17,470 $ (185 ) $ 17,285 6 Sales – related parties — 130 130 4 Total sales 17,470 (55 ) 17,415 6,4 Cost of sales 12,393 (326 ) 12,067 6 Cost of sales – related parties — 100 100 4 Total cost of sales 12,393 (226 ) 12,167 6 GROSS PROFIT 5,077 171 5,248 6 General and administrative expenses 6,351 (106 ) 6,245 1, * Total operating expenses 6,351 (106 ) 6,245 1, * LOSS FROM OPERATIONS (1,274 ) 277 (997 ) 1,6, * Other income 15 2 17 1 Unrealized gain (loss) on investments (33 ) 33 — 8 Realized gain on investments — 9 9 8 Total other income 128 44 172 1,8 LOSS BEFORE INCOME TAXES (1,146 ) 321 (825 ) 1,6,8, * Provision for income taxes (308 ) 407 99 3 NET LOSS $ (838 ) $ (86 ) $ (924 ) 1,3,6,8 * NET LOSS PER COMMON SHARE Basic $ (0.05 ) $ 0.00 $ (0.05 ) 1,3,6,8 * Diluted $ (0.05 ) $ 0.00 $ (0.05 ) 1,3,6,8 * WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic 18,540,648 (8,306 ) 18,532,342 * Diluted 18,540,648 (8,306 ) 18,532,342 * Statement of Operations for the Six Months Ended June 30, 2023 As Reported Adjustment As Restated Reference Sales $ 33,246 $ 10 $ 33,256 6 Sales – related parties — 130 130 4 Total sales 33,246 140 33,386 6 Cost of sales 23,476 (847 ) 22,629 6,9 Cost of sales – related parties — 100 100 4 Total cost of sales 23,476 (747 ) 22,729 6 GROSS PROFIT 9,770 887 10,657 6 General and administrative expenses 12,430 (194 ) 12,236 1, * Total operating expenses 12,430 (194 ) 12,236 1, * LOSS FROM OPERATIONS (2,660 ) 1,081 (1,579 ) 1,6, * Other income 72 (55 ) 17 1 Unrealized gain (loss) on investments 99 (99 ) — 8 Realized gain on investments — 21 21 8 Total other income 455 (133 ) 322 1,8 LOSS BEFORE INCOME TAXES (2,205 ) 948 (1,257 ) 1,6,8 * Provision for income taxes (672 ) 823 151 3 NET LOSS $ (1,533 ) $ 125 $ (1,408 ) 1,3,6,8, * NET LOSS PER COMMON SHARE Basic $ (0.08 ) $ 0.00 $ (0.08 ) 1,3,6,8, * Diluted $ (0.08 ) $ 0.00 $ (0.08 ) 1,3,6,8, * WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic 18,540,834 (36,073 ) 18,504,761 * Diluted 18,540,834 (36,073 ) 18,504,761 * Common Stock Statement of Stockholders’ Shares Value Additional Accumulated Retained Earnings Stock-holders’ Balance, June 30, 2023 (As Reported) 18,540,834 $ 2 $ 38,417 $ — $ (449) $ 37,970 Adjustments (186 ) — (167 ) (102 ) (3,176 ) (3,445 ) Balance, June 30, 2023 (As Restated) 18,540,648 $ 2 $ 38,250 $ (102 ) $ (3,625 ) $ 34,525 Statement of Cash Flows for the Six Months Ended June 30, 2023 As Reported Adjustment As Restated Reference CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,533 ) $ 125 $ (1,408 ) 1,3,4,6,8, * Deferred Income Taxes (Credit) (701 ) 701 — Depreciation and amortization 654 (247 ) 407 1,7 Adjustment to reconcile operating lease expense to cash paid — 26 26 * Change in allowance for credit losses — (59 ) (59 ) 5, * Intangible asset impairment, net (68 ) 68 — 1 Stock-based compensation 110 27 137 Unrealized gain (loss) on investments (99 ) 99 — 8 Changes in operating assets and liabilities: Accounts receivable, net 484 923 1,407 5 Inventory 1,047 499 1,546 7 Prepaid taxes — 122 122 Prepaid expenses (309 ) 5 (304 ) * Accounts payable and accrued expenses (1,039 ) (441 ) (1,480 ) * Unearned revenue 1,657 (436 ) 1,221 5 Net cash used in operating activities 2,327 1,412 3,739 1,3,5,6,7,8, * CASH FLOWS FROM INVESTING ACTIVITIES: Business acquisitions, net of cash acquired (741 ) (1,382 ) (2,123 ) 1 Proceeds from sale of investments — 1,000 1,000 8 Purchase of investments (403 ) (952 ) (1,355 ) 8 Net cash used in investing activities (1,723 ) (1,334 ) (3,057 ) 1,8 CASH FLOWS FROM FINANCING ACTIVITIES: Payment of contingent earn-out liabilities (586 ) 162 (424 ) 1 Payment of installment payment liabilities — (175 ) (175 ) 1 Net cash used in financing activities (586 ) (13 ) (599 ) 1 NET DECREASE IN CASH 18 65 83 1,3,5,6,7,8, * CASH - ENDING $ 15,272 $ 65 $ 15,337 1,3,5,6,7,8, *

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2024
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 June 30, 2024 and December 31, 2023. The carrying amount of accounts payable approximated fair value as they are short term in nature. The fair value of stock options are estimated based on the Black-Scholes model during the six months ended June 30, 2024 and the year ended December 31, 2023. 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. 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 as of June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Investments 1 $ 9,603 $ 10,393 Liabilities: Earn-out liabilities 3 $ 987 $ 987 Investments The Company’s investments consisted of the following as of June 30, 2024: Cost Unrealized Gain (Loss) Fair Value Money market fund $ 440 $ — $ 440 Corporate bonds 3,169 (66 ) 3,103 Mutual funds 747 12 759 US Treasury bills 5,279 22 5,301 $ 9,635 $ (32 ) $ 9,603 Earn-Out Liabilities For the three and six months ended June 30, 2024 and 2023, the Company did not recognize any change in fair value of contingent earn-out liability as it was deemed immaterial in both periods.

Inventory

Inventory	6 Months Ended
	Jun. 30, 2024
Inventory [Abstract]
INVENTORY	D. INVENTORY Inventory consists of the following: June 30, December 31, Finished goods (branded products) $ 3,249 $ 4,182 Goods in process (un-branded products) 725 600 $ 3,974 $ 4,782

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Jun. 30, 2024
Property and Equipment, Net [Abstract]
PROPERTY AND EQUIPMENT, NET	E. PROPERTY AND EQUIPMENT, NET Property and equipment, net consists of the following: June 30, December 31, Leasehold improvements $ 6 $ 6 Office furniture and equipment 584 558 Software 2,806 2,468 Transportation equipment 62 62 3,458 3,094 Accumulated depreciation (1,743 ) (1,573 ) $ 1,715 $ 1,521 The Company recorded depreciation expense o f $126 and $192 $170 and $284

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2024
Intangible Assets [Abstract]
INTANGIBLE ASSETS	F. INTANGIBLE ASSETS The following table presents details of the Company’s intangible assets, estimated lives and related accumulated amortization: As of June 30, 2024 As of December 31, 2023 Estimated Useful Life Gross Accumulated Amortization Net Carrying Amount Gross Accumulated Amortization Net Carrying Amount Customer lists 10 - 12 years $ 3,716 $ (773 ) $ 2,943 $ 3,716 $ (602 ) $ 3,114 Total $ 3,716 $ (773 ) $ 2,943 $ 3,716 $ (602 ) $ 3,114 The Company recorded amortization exp ense of $85 and $67 for the three months ended June 30, 2024 and 2023, respectively. The Company recorded amortization expense of $171 and $123 for the The following table presents future estimated amortization expense based on existing intangible assets held for use: Fiscal Years: Remainder of 2024 $ 172 2025 343 2026 343 2027 343 2028 343 Thereafter 1,399 Total $ 2,943 Actual future estimated amortization expense could differ from these estimated amounts as a result of future acquisitions, dispositions, impairments, and other factors or changes.

T R Miller Acquisition

T R Miller Acquisition	6 Months Ended
	Jun. 30, 2024
T R Miller Acquisition [Abstract]
T R MILLER ACQUISITION	G. 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 (the “T.R. Miller Acquired Assets”) of T R Miller Co., Inc. (“T R Miller”), 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 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. 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: Cash $ 1,000 Cash adjustment for working capital 1,123 Present value of installment payments 951 Fair value of earn-out payments 467 Total consideration $ 3,541 The Company determined the estimated fair value of the earn-out payments based on a discounted cash flow method. 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: 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 for the six months ended June 30, 2023, as if the T R Miller Acquisition had taken place on January 1, 2023. The financial results of the T R Miller Acquisition are included in the Company’s statements of operation for the three and six months ended June 30, 2024. 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: June 30, Sales $ 41,125 Costs of sales 28,120 Gross profit 13,005 Operating expenses 14,259 Loss from operations (1,254 ) Other income (expense) Other income 36 Interest income (expense), net 187 Realized gain (loss) on investments 73 296 Loss before taxes (958 ) Provision for income taxes 3 Net loss (961 ) Net loss per share - basic & diluted $ (0.05 ) Weighted average shares outstanding - basic & diluted 18,540,648

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	6 Months Ended
	Jun. 30, 2024
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: June 30, December 31, Cost of sales - purchases $ 3,027 $ 3,218 Other payables and accrued expenses 848 1,527 $ 3,875 $ 4,745

Installment Payment Liability

Installment Payment Liability	6 Months Ended
	Jun. 30, 2024
Installment Payment Liability [Abstract]
INSTALLMENT PAYMENT LIABILITY	I. INSTALLMENT PAYMENT LIABILITY: A reconciliation of the installment payment liability is included below: Balance as of December 31, 2023 $ 1,425 Additions pursuant to acquisitions — Interest accretion 72 Payments made (760 ) Balance as of June 30, 2024 $ 737 Current portion of installment payment liabilities $ 398 Long-term installment payment liabilities $ 339

Revenue

Revenue	6 Months Ended
	Jun. 30, 2024
Revenue [Abstract]
REVENUE	J. REVENUE Revenue disaggregated according to the timing of transfer of goods or services (e.g., at a point in time) was as follows: Three months ended Six months ended Revenue generated per major product category 2024 2023 2024 2023 (Restated) (Restated) Promotional products - dropshipping $ 8,128 $ 6,959 $ 16,538 $ 13,082 Promotional products – Company owned inventory 3,605 4,258 6,204 8,945 Promotional products – bulk dropshipping 3,123 4,354 8,889 7,221 Promotional products – third-party distributor 1,402 1,537 3,076 3,467 Rewards program 254 197 540 486 Additional services 181 110 273 185 $ 16,693 $ 17,415 $ 35,520 $ 33,386 Unearned revenue includes customer deposits and deferred revenue which represent prepayments from customers. The Company had unearned revenue as follows: June 30, June 30, (Restated) Balance at January 1, $ 1,116 $ 633 Revenue recognized (1,042 ) (464 ) Amounts collected or invoiced 780 1,970 Unearned revenue $ 854 $ 2,139

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	K. 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 $358 as of June 30, 2024, 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 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 associated lease right-of-use asset and lease liability is $115 as of June 30, 2024, 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 associated lease right-of-use asset and lease liability is $720 as of June 30, 2024, 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: Three months ended Six months ended 2024 2023 2024 2023 Lease cost (Restated) (Restated) Operating lease cost $ 154 $ 137 $ 326 $ 265 Total $ 154 $ 137 $ 326 $ 265 The following schedule represents maturities of operating lease liabilities as of June 30, 2024: Operating Minimum Lease Payments Remainder of 2024 $ 287 2025 361 2026 189 2027 185 2028 65 Thereafter — Total payments 1,087 Less amount representing interest (18 ) Present value of payments $ 1,069 The following schedule sets forth supplemental cash flow information related to operating leases for the three and six months ended June 30, 2024 and 2023 : Three months ended Six months ended 2024 2023 2024 2023 Other information (Restated) (Restated) Operating cash flows from operating lease $ — $ 1,034 $ — $ 1,034 The aggregate weighted average remaining lease term was 3.04 years as of June 30, 2024. The aggregate weighted average discount rate was 3.38% as of June 30, 2024.

Note Payable - Line of Credit

Note Payable - Line of Credit	6 Months Ended
	Jun. 30, 2024
Note Payable - Line of Credit [Abstract]
NOTE PAYABLE - LINE OF CREDIT	L. NOTE PAYABLE - LINE OF CREDIT The Company has a $7,000 line of credit with Salem Five Cents Savings Bank. As of June 30, 2024 and December 31, 2023, borrowings on this line of credit amounted to zero. The line bears interest at prime rate plus 0.5% per annum. At June 30, 2024 and December 31, 2023, the interest rate was 9 .00% a

Reward Card Program Liability

Reward Card Program Liability	6 Months Ended
	Jun. 30, 2024
Reward Card Program Liability [Abstract]
REWARD CARD PROGRAM LIABILITY	M. 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 June 30, 2024 and December 31, 2023, the Company had deposits totaling $3,350 and $875, respectively.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2024
Stock-Based Compensation [Abstract]
STOCK-BASED COMPENSATION	N. 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. As of June 30, 2024, the number of shares of common stock available for issuance under the 2021 Plan is sh Stock-based compensation expense included the following components: Three months ended Six months ended 2024 2023 2024 2023 (Restated) (Restated) Stock options $ 17 $ 12 $ 17 $ 25 Restricted stock 3 98 153 112 $ 20 $ 110 $ 170 $ 137 All stock-based compensation expense is recorded in General and administrative expense in the Statements 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. A summary of option activity under the 2021 Plan as of and for the six months ended June 30, 2024 is presented below: Options Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at January 1, 2024 1,466,062 $ 4.15 $ — Granted — — — Forfeited or expired and other adjustments (54,096 ) 4.71 — Outstanding at June 30, 2024 1,411,966 $ 3.95 $ — Vested and exercisable at June 30, 2024 921,834 $ 4.04 $ — The Company did not issue any options during the six months ended June 30, 2024. The weighted-average grant-date fair value of options granted during the six months ended June 30, 2023 wa s $1.55. T 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 with 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 and for the six months ended June 30, 2024 is presented below: Restricted Stock Time-Based Outstanding at December 31, 2023 15,736 Granted 54,086 Vested (50,086 ) Forfeited (166 ) Outstanding at June 30, 2024 19,570

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2024
Loss Per Share [Abstract]
LOSS PER SHARE	O. 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. June 30, June 30, (Restated) Warrants 10,074,195 10,074,195 Stock options 921,834 588,396 10,996,029 10,662,591 For the three and six months ended June 30, 2024 and 2023, as a result of the net losses in these periods, 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.

Credit Losses

Credit Losses	6 Months Ended
	Jun. 30, 2024
Credit Losses [Abstract]
CREDIT LOSSES	P. 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 balance sheets as of June 30, 2024 was $12,015, net of $438 of allowances. The following table provides a roll-forward of the allowance for credit losses for the six months ending June 30, 2024 and 2023 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: June 30, June 30, (Restated) Balance of allowance for credit losses, beginning of period $ (317 ) $ (264 ) Current period change for write-offs 167 59 Current period change for expected credit losses (288 ) (59 ) Balance of allowance for credit losses, end of period $ (438 ) $ (264 )

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	Q. RELATED PARTY TRANSACTIONS Amount due from related party Name of Related Party Relationship Nature June 30, December 31, 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’s logos, trade names and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative Genetics-authorized persons. $ 828 $ 853 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 has paid Engage & Excel approximately $23 as of June 30, 2024. 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. The Company has paid Engage & Excel for consulting services $5 as of June 30, 2024. 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	6 Months Ended
	Jun. 30, 2024
Advertising [Abstract]
ADVERTISING	R. ADVERTISING: The Company follows the policy of charging the costs of advertising to expense as incurred. For the three months ended June 30, 2024 and 2023, advertising costs amounted to $90 and $135, respectively. For the six months ending June 30, 2024 and 2023, advertising costs amounted to $195 and $307, respectively.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	S. 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, 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	3 Months Ended					6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023		Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,025)	$ (491)	$ (924)	[1]	$ (484)	$ (1,516)	$ (1,408)	[1]
[1]Represents revision for immaterial error correction.

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
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)	6 Months Ended
	Jun. 30, 2024
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”).
Basis of Presentation	4. Basis of Presentation - The accompanying unaudited condensed financial statements as of and for the three and six months ended June 30, 2024, include the accounts of the Company and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on January 22, 2024. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, and we believe that the disclosures are adequate to make the information presented not misleading. In our opinion, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the information in the following unaudited condensed financial statements of the Company have been included. The results of operations for interim periods are not necessarily indicative of the results for the full year.
Use of Estimates	5. 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 fair value of assets and liabilities assumed in acquisitions and the fair value of the contingent earnout liability. 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.
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. 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, and accounts payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
Concentration of Credit Risk	7. 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. As of June 30, 2024 and December 31, 2023, the Company maintained deposits in three banks that exceeded the federal insured deposit limit of the Federal Deposit Insurance Corporation (FDIC). For the three and six months ended June 30, 2024, the Company had two major customers to which sales accounted for approximately 12.7% and 10.0% of the Company’s revenues, respectively. The Company had accounts receivable from these customers amounting to 17.3% of the total accounts receivable balance. For the three and six months ended June 30, 2023, the Company had three major customers to which sales accounted for approximately 13.4% and 21.3% of the Company’s revenues, respectively. The Company had accounts receivable from these customers amounting to 8.6% of the total accounts receivable balance.
Revenue Recognition	8. Revenue Recognition - The Company accounts for revenue under ASC 606, Revenue for Contracts 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.
Accounts Receivable and Allowance for Credit Losses	9. Accounts Receivable and Allowance for Credit Losses - Accounts receivable as of June 30, 2024 and December 31, 2023, includes allowance for credit losses of $438 and $317, respectively. June 30, December 31, Trade accounts receivable $ 13,281 $ 17,393 Less: allowance for credit losses on accounts receivable (438 ) (317 ) Total accounts receivable, net $ 12,843 $ 17,076 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 P, “Credit Losses,” to our financial statements included in this report for more information.
Uncertainty in Income Taxes	10. Uncertainty in Income Taxes - As of June 30, 2024 and December 31, 2023, the Company determined it had uncertain tax positions of $2,448. 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	11. 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.
Stock-Based Compensation	12. Stock-Based Compensation - The Company accounts for its stock-based awards in accordance with 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	13. 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.
Reclassifications	14. 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. 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	15. Recent Accounting Pronouncements - Management has reviewed the following recent accounting pronouncements: 2023-07 – Segment Reporting (Topic 280) In November 2023, the Financial Accounting Standards Board (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 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 Financial Accounting Standards Board (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 guidance is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. 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 Financial Accounting Standards Board (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 guidance is effective for fiscal years and interim periods beginning after December 15, 2024, with early adoption permitted. 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	16. Subsequent Events - Management has evaluated events occurring after the balance sheet date through the date on which the financial statements were filed.

Organization and Summary of S_2

Organization and Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Organization and Summary of Significant Accounting Policies [Abstract]
Schedule of Accounts Receivable and Allowance for Credit Losses	Accounts Receivable and Allowance for Credit Losses - Accounts receivable as of June 30, 2024 and December 31, 2023, includes allowance for credit losses of $438 and $317, respectively. June 30, December 31, Trade accounts receivable $ 13,281 $ 17,393 Less: allowance for credit losses on accounts receivable (438 ) (317 ) Total accounts receivable, net $ 12,843 $ 17,076

Restatement of Previously Iss_2

Restatement of Previously Issued Financial Statements (Tables)	6 Months Ended
	Jun. 30, 2024
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 June 30, 2023 As Reported Adjustment As Restated Reference Cash and cash equivalents $ 15,271 $ 66 $ 15,337 * Investments 10,278 (67 ) 10,211 * Accounts receivable, net 13,959 (65 ) 13,894 4,5 Accounts receivable – related parties — 130 130 4 Deferred income taxes 1,542 (1,542 ) — 3 Inventory 5,821 (558 ) 5,263 7,9 Prepaid corporate taxes 87 (87 ) — 3 Total current assets 49,630 (2,123 ) 47,507 3,4,5,7,9, * Intangible assets, net 10,712 (7,427 ) 3,285 1 Goodwill — 810 810 1,2 Other assets — 23 23 1 Right of use asset - office leases 1,470 122 1,592 1 Total other assets 12,182 (6,472 ) 5,710 1,2 Total assets $ 63,107 $ (8,595 ) $ 54,512 1,2,3,4,5,7,9, * Accounts payable and accrued expenses $ 3,012 $ 183 $ 3,195 3 Accrued payroll and related 997 2 999 * Unearned revenue 2,291 (152 ) 2,139 5 Current portion of contingent earn-out liabilities 3,187 (2,793 ) 394 1 Current portion of installment payment liabilities — 750 750 1 Current portion of lease liability 676 (145 ) 531 1 Total current liabilities 19,491 (2,155 ) 17,336 1,3,5, * Long-term contingent earn-out liabilities 4,883 (4,008 ) 875 1 Long-term installment payment liabilities — 707 707 1 Long-term lease liability 763 306 1,069 1 Total long-term liabilities 5,646 (2,995 ) 2,651 1 Total liabilities 25,137 (5,150 ) 19,987 1,3,5, * Additional paid-in capital 38,417 (167 ) 38,250 1 Accumulated deficit (449 ) (3,176 ) (3,625 ) 1,2,3,6,7, * Accumulated other comprehensive loss — (102 ) (102 ) 8 Total stockholders’ equity 37,970 (3,445 ) 34,525 1,2,3,6,7,8, * Total liabilities and stockholders’ equity $ 63,107 $ (8,595 ) $ 54,512 1,2,3,5,6,7,8, *
Schedule of Statement of Operations	Statement of Operations for the Three Months Ended June 30, 2023 As Reported Adjustment As Restated Reference Sales $ 17,470 $ (185 ) $ 17,285 6 Sales – related parties — 130 130 4 Total sales 17,470 (55 ) 17,415 6,4 Cost of sales 12,393 (326 ) 12,067 6 Cost of sales – related parties — 100 100 4 Total cost of sales 12,393 (226 ) 12,167 6 GROSS PROFIT 5,077 171 5,248 6 General and administrative expenses 6,351 (106 ) 6,245 1, * Total operating expenses 6,351 (106 ) 6,245 1, * LOSS FROM OPERATIONS (1,274 ) 277 (997 ) 1,6, * Other income 15 2 17 1 Unrealized gain (loss) on investments (33 ) 33 — 8 Realized gain on investments — 9 9 8 Total other income 128 44 172 1,8 LOSS BEFORE INCOME TAXES (1,146 ) 321 (825 ) 1,6,8, * Provision for income taxes (308 ) 407 99 3 NET LOSS $ (838 ) $ (86 ) $ (924 ) 1,3,6,8 * NET LOSS PER COMMON SHARE Basic $ (0.05 ) $ 0.00 $ (0.05 ) 1,3,6,8 * Diluted $ (0.05 ) $ 0.00 $ (0.05 ) 1,3,6,8 * WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic 18,540,648 (8,306 ) 18,532,342 * Diluted 18,540,648 (8,306 ) 18,532,342 * Statement of Operations for the Six Months Ended June 30, 2023 As Reported Adjustment As Restated Reference Sales $ 33,246 $ 10 $ 33,256 6 Sales – related parties — 130 130 4 Total sales 33,246 140 33,386 6 Cost of sales 23,476 (847 ) 22,629 6,9 Cost of sales – related parties — 100 100 4 Total cost of sales 23,476 (747 ) 22,729 6 GROSS PROFIT 9,770 887 10,657 6 General and administrative expenses 12,430 (194 ) 12,236 1, * Total operating expenses 12,430 (194 ) 12,236 1, * LOSS FROM OPERATIONS (2,660 ) 1,081 (1,579 ) 1,6, * Other income 72 (55 ) 17 1 Unrealized gain (loss) on investments 99 (99 ) — 8 Realized gain on investments — 21 21 8 Total other income 455 (133 ) 322 1,8 LOSS BEFORE INCOME TAXES (2,205 ) 948 (1,257 ) 1,6,8 * Provision for income taxes (672 ) 823 151 3 NET LOSS $ (1,533 ) $ 125 $ (1,408 ) 1,3,6,8, * NET LOSS PER COMMON SHARE Basic $ (0.08 ) $ 0.00 $ (0.08 ) 1,3,6,8, * Diluted $ (0.08 ) $ 0.00 $ (0.08 ) 1,3,6,8, * WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic 18,540,834 (36,073 ) 18,504,761 * Diluted 18,540,834 (36,073 ) 18,504,761 *
Schedule of Statement of Stockholders’ Equity	Common Stock Statement of Stockholders’ Shares Value Additional Accumulated Retained Earnings Stock-holders’ Balance, June 30, 2023 (As Reported) 18,540,834 $ 2 $ 38,417 $ — $ (449) $ 37,970 Adjustments (186 ) — (167 ) (102 ) (3,176 ) (3,445 ) Balance, June 30, 2023 (As Restated) 18,540,648 $ 2 $ 38,250 $ (102 ) $ (3,625 ) $ 34,525
Schedule of Statement of Cash Flows	Statement of Cash Flows for the Six Months Ended June 30, 2023 As Reported Adjustment As Restated Reference CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,533 ) $ 125 $ (1,408 ) 1,3,4,6,8, * Deferred Income Taxes (Credit) (701 ) 701 — Depreciation and amortization 654 (247 ) 407 1,7 Adjustment to reconcile operating lease expense to cash paid — 26 26 * Change in allowance for credit losses — (59 ) (59 ) 5, * Intangible asset impairment, net (68 ) 68 — 1 Stock-based compensation 110 27 137 Unrealized gain (loss) on investments (99 ) 99 — 8 Changes in operating assets and liabilities: Accounts receivable, net 484 923 1,407 5 Inventory 1,047 499 1,546 7 Prepaid taxes — 122 122 Prepaid expenses (309 ) 5 (304 ) * Accounts payable and accrued expenses (1,039 ) (441 ) (1,480 ) * Unearned revenue 1,657 (436 ) 1,221 5 Net cash used in operating activities 2,327 1,412 3,739 1,3,5,6,7,8, * CASH FLOWS FROM INVESTING ACTIVITIES: Business acquisitions, net of cash acquired (741 ) (1,382 ) (2,123 ) 1 Proceeds from sale of investments — 1,000 1,000 8 Purchase of investments (403 ) (952 ) (1,355 ) 8 Net cash used in investing activities (1,723 ) (1,334 ) (3,057 ) 1,8 CASH FLOWS FROM FINANCING ACTIVITIES: Payment of contingent earn-out liabilities (586 ) 162 (424 ) 1 Payment of installment payment liabilities — (175 ) (175 ) 1 Net cash used in financing activities (586 ) (13 ) (599 ) 1 NET DECREASE IN CASH 18 65 83 1,3,5,6,7,8, * CASH - ENDING $ 15,272 $ 65 $ 15,337 1,3,5,6,7,8, *

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2024
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 as of June 30, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Investments 1 $ 9,603 $ 10,393 Liabilities: Earn-out liabilities 3 $ 987 $ 987
Schedule of Company’s Investments	The Company’s investments consisted of the following as of June 30, 2024: Cost Unrealized Gain (Loss) Fair Value Money market fund $ 440 $ — $ 440 Corporate bonds 3,169 (66 ) 3,103 Mutual funds 747 12 759 US Treasury bills 5,279 22 5,301 $ 9,635 $ (32 ) $ 9,603

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Jun. 30, 2024
Inventory [Abstract]
Schedule of Inventory	Inventory consists of the following: June 30, December 31, Finished goods (branded products) $ 3,249 $ 4,182 Goods in process (un-branded products) 725 600 $ 3,974 $ 4,782

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Property and Equipment, Net [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consists of the following: June 30, December 31, Leasehold improvements $ 6 $ 6 Office furniture and equipment 584 558 Software 2,806 2,468 Transportation equipment 62 62 3,458 3,094 Accumulated depreciation (1,743 ) (1,573 ) $ 1,715 $ 1,521

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2024
Intangible Assets [Abstract]
Schedule of Intangible Assets	The following table presents details of the Company’s intangible assets, estimated lives and related accumulated amortization: As of June 30, 2024 As of December 31, 2023 Estimated Useful Life Gross Accumulated Amortization Net Carrying Amount Gross Accumulated Amortization Net Carrying Amount Customer lists 10 - 12 years $ 3,716 $ (773 ) $ 2,943 $ 3,716 $ (602 ) $ 3,114 Total $ 3,716 $ (773 ) $ 2,943 $ 3,716 $ (602 ) $ 3,114
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: Remainder of 2024 $ 172 2025 343 2026 343 2027 343 2028 343 Thereafter 1,399 Total $ 2,943

T R Miller Acquisition (Tables)

T R Miller Acquisition (Tables)	6 Months Ended
	Jun. 30, 2024
T R Miller Acquisition [Abstract]
Schedule of Estimated Fair Value of Total Consideration	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: Cash $ 1,000 Cash adjustment for working capital 1,123 Present value of installment payments 951 Fair value of earn-out payments 467 Total consideration $ 3,541 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 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: June 30, Sales $ 41,125 Costs of sales 28,120 Gross profit 13,005 Operating expenses 14,259 Loss from operations (1,254 ) Other income (expense) Other income 36 Interest income (expense), net 187 Realized gain (loss) on investments 73 296 Loss before taxes (958 ) Provision for income taxes 3 Net loss (961 ) Net loss per share - basic & diluted $ (0.05 ) Weighted average shares outstanding - basic & diluted 18,540,648

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	6 Months Ended
	Jun. 30, 2024
Accounts Payable and Accrued Expenses [Abstract]
Schedule of Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses consists of the following: June 30, December 31, Cost of sales - purchases $ 3,027 $ 3,218 Other payables and accrued expenses 848 1,527 $ 3,875 $ 4,745

Installment Payment Liability (

Installment Payment Liability (Tables)	6 Months Ended
	Jun. 30, 2024
Installment Payment Liability [Abstract]
Schedule of Reconciliation of the Installment Payment Liability	A reconciliation of the installment payment liability is included below: Balance as of December 31, 2023 $ 1,425 Additions pursuant to acquisitions — Interest accretion 72 Payments made (760 ) Balance as of June 30, 2024 $ 737 Current portion of installment payment liabilities $ 398 Long-term installment payment liabilities $ 339

Revenue (Tables)

Revenue (Tables)	6 Months Ended
	Jun. 30, 2024
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: Three months ended Six months ended Revenue generated per major product category 2024 2023 2024 2023 (Restated) (Restated) Promotional products - dropshipping $ 8,128 $ 6,959 $ 16,538 $ 13,082 Promotional products – Company owned inventory 3,605 4,258 6,204 8,945 Promotional products – bulk dropshipping 3,123 4,354 8,889 7,221 Promotional products – third-party distributor 1,402 1,537 3,076 3,467 Rewards program 254 197 540 486 Additional services 181 110 273 185 $ 16,693 $ 17,415 $ 35,520 $ 33,386
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: June 30, June 30, (Restated) Balance at January 1, $ 1,116 $ 633 Revenue recognized (1,042 ) (464 ) Amounts collected or invoiced 780 1,970 Unearned revenue $ 854 $ 2,139

Commitments and Contingencies (

Commitments and Contingencies (Tables)	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
Schedule of Components of Lease Expense	The following schedule represents the components of lease expense: Three months ended Six months ended 2024 2023 2024 2023 Lease cost (Restated) (Restated) Operating lease cost $ 154 $ 137 $ 326 $ 265 Total $ 154 $ 137 $ 326 $ 265 Three months ended Six months ended 2024 2023 2024 2023 Other information (Restated) (Restated) Operating cash flows from operating lease $ — $ 1,034 $ — $ 1,034
Schedule of Represents Maturities of Operating Lease Liabilities	The following schedule represents maturities of operating lease liabilities as of June 30, 2024: Operating Minimum Lease Payments Remainder of 2024 $ 287 2025 361 2026 189 2027 185 2028 65 Thereafter — Total payments 1,087 Less amount representing interest (18 ) Present value of payments $ 1,069

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Stock-Based Compensation [Abstract]
Schedule of Stock-Based Compensation Expense	Stock-based compensation expense included the following components: Three months ended Six months ended 2024 2023 2024 2023 (Restated) (Restated) Stock options $ 17 $ 12 $ 17 $ 25 Restricted stock 3 98 153 112 $ 20 $ 110 $ 170 $ 137
Schedule of Option Activity	A summary of option activity under the 2021 Plan as of and for the six months ended June 30, 2024 is presented below: Options Shares Weighted Average Exercise Price Aggregate Intrinsic Value Outstanding at January 1, 2024 1,466,062 $ 4.15 $ — Granted — — — Forfeited or expired and other adjustments (54,096 ) 4.71 — Outstanding at June 30, 2024 1,411,966 $ 3.95 $ — Vested and exercisable at June 30, 2024 921,834 $ 4.04 $ —
Schedule of Restricted Stock Activity	A summary of restricted stock activity under the 2021 Plan as of and for the six months ended June 30, 2024 is presented below: Restricted Stock Time-Based Outstanding at December 31, 2023 15,736 Granted 54,086 Vested (50,086 ) Forfeited (166 ) Outstanding at June 30, 2024 19,570

Loss Per Share (Tables)

Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Loss Per Share [Abstract]
Schedule of the Computation of 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. June 30, June 30, (Restated) Warrants 10,074,195 10,074,195 Stock options 921,834 588,396 10,996,029 10,662,591

Credit Losses (Tables)

Credit Losses (Tables)	6 Months Ended
	Jun. 30, 2024
Credit Losses [Abstract]
Schedule of Allowance for Credit Losses	The following table provides a roll-forward of the allowance for credit losses for the six months ending June 30, 2024 and 2023 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected: June 30, June 30, (Restated) Balance of allowance for credit losses, beginning of period $ (317 ) $ (264 ) Current period change for write-offs 167 59 Current period change for expected credit losses (288 ) (59 ) Balance of allowance for credit losses, end of period $ (438 ) $ (264 )

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
Schedule of Amount Due from Related Party	Amount due from related party Name of Related Party Relationship Nature June 30, December 31, 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’s logos, trade names and trademarks on apparel and promotional products as branded products for sale to Innovative Genetics and Innovative Genetics-authorized persons. $ 828 $ 853

Organization and Summary of S_3

Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Organization and Summary of Significant Accounting Policies [Line Items]
Allowance for credit losses (in Dollars)	$ 438	$ 264	$ 317	$ 264
Uncertain tax position (in Dollars)	2,448		2,448
Accounts Receivable [Member]
Organization and Summary of Significant Accounting Policies [Line Items]
Allowance for credit losses (in Dollars)	$ 438		$ 317
Customer Concentration Risk [Member] | One Major Customer [Member] | Revenue Benchmark [Member]
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	12.70%	13.40%
Customer Concentration Risk [Member] | Two Major Customer [Member] | Revenue Benchmark [Member]
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	10%	21.30%
Customer Concentration Risk [Member] | Customer [Member] | Accounts Receivable [Member]
Organization and Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	17.30%	8.60%

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	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Schedule of Accounts Receivable and Allowance for Credit Losses [Abstract]
Trade accounts receivable	$ 13,281	$ 17,393
Less: allowance for credit losses on accounts receivable	(438)	(317)	$ (264)	$ (264)
Total accounts receivable, net	$ 12,843	$ 17,076

Restatement of Previously Iss_3

Restatement of Previously Issued Financial Statements - Schedule of Balance Sheet (Details) - USD ($) $ in Thousands		Dec. 30, 2023		Dec. 31, 2022
As Reported [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	[1]	$ 15,271
Investments	[1]	10,278
Accounts receivable, net		13,959
Accounts receivable – related parties
Deferred income taxes		1,542
Inventory		5,821
Prepaid corporate taxes		87
Total current assets	[1]	49,630
Intangible assets, net		10,712
Goodwill
Other assets
Right of use asset - office leases		1,470
Total other assets		12,182
Total assets	[1]	63,107
Accounts payable and accrued expenses		3,012
Accrued payroll and related	[1]	997
Unearned revenue		2,291
Current portion of contingent earn-out liabilities		3,187
Current portion of installment payment liabilities
Current portion of lease liability		676
Total current liabilities	[1]	19,491
Long-term contingent earn-out liabilities		4,883
Long-term installment payment liabilities
Long-term lease liability		763
Total long-term liabilities		5,646
Total liabilities	[1]	25,137
Additional paid-in capital		38,417
Accumulated deficit	[1]	(449)
Accumulated other comprehensive loss
Total stockholders’ equity		37,970	[1]	$ 37,970
Total liabilities and stockholders’ equity	[1]	63,107
Adjustment [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	[1]	66
Investments	[1]	(67)
Accounts receivable, net		(65)
Accounts receivable – related parties		130
Deferred income taxes		(1,542)
Inventory		(558)
Prepaid corporate taxes		(87)
Total current assets	[1]	(2,123)
Intangible assets, net		(7,427)
Goodwill		810
Other assets		23
Right of use asset - office leases		122
Total other assets		(6,472)
Total assets	[1]	(8,595)
Accounts payable and accrued expenses		183
Accrued payroll and related	[1]	2
Unearned revenue		(152)
Current portion of contingent earn-out liabilities		(2,793)
Current portion of installment payment liabilities		750
Current portion of lease liability		(145)
Total current liabilities	[1]	(2,155)
Long-term contingent earn-out liabilities		(4,008)
Long-term installment payment liabilities		707
Long-term lease liability		306
Total long-term liabilities		(2,995)
Total liabilities	[1]	(5,150)
Additional paid-in capital		(167)
Accumulated deficit	[1]	(3,176)
Accumulated other comprehensive loss		(102)
Total stockholders’ equity	[1]	(3,445)
Total liabilities and stockholders’ equity	[1]	(8,595)
As Restated [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Cash and cash equivalents	[1]	15,337
Investments	[1]	10,211
Accounts receivable, net		13,894
Accounts receivable – related parties		130
Deferred income taxes
Inventory		5,263
Prepaid corporate taxes
Total current assets	[1]	47,507
Intangible assets, net		3,285
Goodwill		810
Other assets		23
Right of use asset - office leases		1,592
Total other assets		5,710
Total assets	[1]	54,512
Accounts payable and accrued expenses		3,195
Accrued payroll and related	[1]	999
Unearned revenue		2,139
Current portion of contingent earn-out liabilities		394
Current portion of installment payment liabilities		750
Current portion of lease liability		531
Total current liabilities	[1]	17,336
Long-term contingent earn-out liabilities		875
Long-term installment payment liabilities		707
Long-term lease liability		1,069
Total long-term liabilities		2,651
Total liabilities	[1]	19,987
Additional paid-in capital		38,250
Accumulated deficit	[1]	(3,625)
Accumulated other comprehensive loss		(102)
Total stockholders’ equity	[1]	34,525
Total liabilities and stockholders’ equity	[1]	$ 54,512
[1]Represents revision for immaterial error correction.

Restatement of Previously Iss_4

Restatement of Previously Issued Financial Statements - Schedule of Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended					6 Months Ended
		Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023		Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Condensed Income Statements, Captions [Line Items]
Total sales		$ 16,693		$ 17,415			$ 35,520	$ 33,386
Total cost of sales		11,226		12,167			24,440	22,729
GROSS PROFIT		5,467		5,248			11,080	10,657
General and administrative expenses		6,575		6,245	[1]		12,857	12,236	[1]
Total operating expenses		6,575		6,245	[1]		12,857	12,236	[1]
LOSS FROM OPERATIONS		(1,108)		(997)	[1]		(1,777)	(1,579)	[1]
Other income		1		17			16	17
Unrealized gain (loss) on investments
Realized gain on investments		3		9			73	21
Total other income		86		172			264	322
LOSS BEFORE INCOME TAXES		(1,022)		(825)	[1]		(1,513)	(1,257)	[1]
Provision for income taxes		3		99			3	151
NET LOSS		$ (1,025)	$ (491)	$ (924)	[1]	$ (484)	$ (1,516)	$ (1,408)	[1]
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic (in Dollars per share)		$ (0.06)		$ (0.05)	[1]		$ (0.08)	$ (0.08)	[1]
Diluted (in Dollars per share)		$ (0.06)		$ (0.05)	[1]		$ (0.08)	$ (0.08)	[1]
Basic (in Shares)		18,589,086		18,532,342	[1]		18,581,957	18,504,761	[1]
Diluted (in Shares)		18,589,086		18,532,342	[1]		18,581,957	18,504,761	[1]
Sales [Member]
Condensed Income Statements, Captions [Line Items]
Total sales		$ 16,693		$ 17,285			$ 35,474	$ 33,256
Sales – related parties [Member]
Condensed Income Statements, Captions [Line Items]
Total sales				130			46	130
Cost of sales [Member]
Condensed Income Statements, Captions [Line Items]
Total cost of sales		11,226		12,067			24,405	22,629
Cost of sales – related parties [Member]
Condensed Income Statements, Captions [Line Items]
Total cost of sales				100			$ 35	100
As Reported [Member]
Condensed Income Statements, Captions [Line Items]
Total sales				17,470				33,246
Total cost of sales				12,393				23,476
GROSS PROFIT				5,077				9,770
General and administrative expenses	[1]			6,351				12,430
Total operating expenses	[1]			6,351				12,430
LOSS FROM OPERATIONS	[1]			(1,274)				(2,660)
Other income				15				72
Unrealized gain (loss) on investments				(33)				99
Realized gain on investments
Total other income				128				455
LOSS BEFORE INCOME TAXES	[1]			(1,146)				(2,205)
Provision for income taxes				(308)				(672)
NET LOSS	[1]			$ (838)				$ (1,533)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic (in Dollars per share)	[1]			$ (0.05)				$ (0.08)
Diluted (in Dollars per share)	[1]			$ (0.05)				$ (0.08)
Basic (in Shares)	[1]			18,540,648				18,540,834
Diluted (in Shares)	[1]			18,540,648				18,540,834
As Reported [Member] | Sales [Member]
Condensed Income Statements, Captions [Line Items]
Total sales				$ 17,470				$ 33,246
As Reported [Member] | Sales – related parties [Member]
Condensed Income Statements, Captions [Line Items]
Total sales
As Reported [Member] | Cost of sales [Member]
Condensed Income Statements, Captions [Line Items]
Total cost of sales				12,393				23,476
As Reported [Member] | Cost of sales – related parties [Member]
Condensed Income Statements, Captions [Line Items]
Total cost of sales
Adjustment [Member]
Condensed Income Statements, Captions [Line Items]
Total sales				(55)				140
Total cost of sales				(226)				(747)
GROSS PROFIT				171				887
General and administrative expenses	[1]			(106)				(194)
Total operating expenses	[1]			(106)				(194)
LOSS FROM OPERATIONS	[1]			277				1,081
Other income				2				(55)
Unrealized gain (loss) on investments				33				(99)
Realized gain on investments				9				21
Total other income				44				(133)
LOSS BEFORE INCOME TAXES	[1]			321				948
Provision for income taxes				407				823
NET LOSS	[1]			$ (86)				$ 125
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic (in Dollars per share)	[1]			$ 0				$ 0
Diluted (in Dollars per share)	[1]			$ 0				$ 0
Basic (in Shares)	[1]			(8,306)				(36,073)
Diluted (in Shares)	[1]			(8,306)				(36,073)
Adjustment [Member] | Sales [Member]
Condensed Income Statements, Captions [Line Items]
Total sales				$ (185)				$ 10
Adjustment [Member] | Sales – related parties [Member]
Condensed Income Statements, Captions [Line Items]
Total sales				130				130
Adjustment [Member] | Cost of sales [Member]
Condensed Income Statements, Captions [Line Items]
Total cost of sales				(326)				(847)
Adjustment [Member] | Cost of sales – related parties [Member]
Condensed Income Statements, Captions [Line Items]
Total cost of sales				$ 100				$ 100
[1]Represents revision for immaterial error correction.

Restatement of Previously Iss_5

Restatement of Previously Issued Financial Statements - Schedule of Statement of Stockholders’ Equity (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) shares
Class of Stock [Line Items]
Balance	$ 35,719
Balance	34,525
As Reported [Member]
Class of Stock [Line Items]
Balance	37,970
Adjustments [Member]
Class of Stock [Line Items]
Adjustments	(3,445)
Common Stock [Member]
Class of Stock [Line Items]
Balance	2
Balance	$ 2
Balance (in Shares) | shares	18,540,648
Common Stock [Member] | As Reported [Member]
Class of Stock [Line Items]
Balance	$ 2
Balance (in Shares) | shares	18,540,834
Common Stock [Member] | Adjustments [Member]
Class of Stock [Line Items]
Adjustments
Adjustments (in Shares) | shares	(186)
Additional Paid-in Capital [Member]
Class of Stock [Line Items]
Balance	$ 38,113
Balance	38,250
Additional Paid-in Capital [Member] | As Reported [Member]
Class of Stock [Line Items]
Balance	38,417
Additional Paid-in Capital [Member] | Adjustments [Member]
Class of Stock [Line Items]
Adjustments	(167)
Accumulated Other Comprehensive Loss [Member]
Class of Stock [Line Items]
Balance	(179)
Balance	(102)
Accumulated Other Comprehensive Loss [Member] | As Reported [Member]
Class of Stock [Line Items]
Balance
Accumulated Other Comprehensive Loss [Member] | Adjustments [Member]
Class of Stock [Line Items]
Adjustments	(102)
Retained Earnings (Accumulated Deficit) [Member]
Class of Stock [Line Items]
Balance	(2,217)
Balance	(3,625)
Retained Earnings (Accumulated Deficit) [Member] | As Reported [Member]
Class of Stock [Line Items]
Balance	(449)
Retained Earnings (Accumulated Deficit) [Member] | Adjustments [Member]
Class of Stock [Line Items]
Adjustments	$ (3,176)

Restatement of Previously Iss_6

Restatement of Previously Issued Financial Statements - Schedule of Statement of Cash Flows (Details) - USD ($) $ in Thousands		3 Months Ended					6 Months Ended
		Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023		Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023		Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$ (1,025)	$ (491)	$ (924)	[1]	$ (484)	$ (1,516)	$ (1,408)	[1]
Deferred Income Taxes (Credit)
Depreciation and amortization							341	407
Adjustment to reconcile operating lease expense to cash paid							18	26	[1]
Change in allowance for credit losses							(288)	(59)	[1]
Intangible asset impairment, net
Stock-based compensation							170	137
Unrealized gain (loss) on investments							(32)
Changes in operating assets and liabilities:
Accounts receivable, net							4,496	1,407
Inventory							808	1,546
Prepaid taxes								122
Prepaid expenses							336	(304)	[1]
Accounts payable and accrued expenses							(871)	(1,480)	[1]
Unearned revenue							(262)	1,221
Net cash used in operating activities							4,167	3,739	[1]
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired								(2,123)
Proceeds from sale of investments							4,608	1,000
Purchase of investments								(1,355)
Net cash used in investing activities							408	(3,057)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities								(424)
Payment of installment payment liabilities							(760)	(175)
Net cash used in financing activities							(760)	(599)
NET DECREASE IN CASH							3,815	83	[1]
CASH - ENDING		$ 11,874		15,337	[1]		$ 11,874	15,337	[1]	$ 8,059	$ 15,254
As Reported [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	[1]			(838)				(1,533)
Deferred Income Taxes (Credit)								(701)
Depreciation and amortization								654
Adjustment to reconcile operating lease expense to cash paid	[1]
Change in allowance for credit losses	[1]
Intangible asset impairment, net								(68)
Stock-based compensation								110
Unrealized gain (loss) on investments								(99)
Changes in operating assets and liabilities:
Accounts receivable, net								484
Inventory								1,047
Prepaid taxes
Prepaid expenses	[1]							(309)
Accounts payable and accrued expenses	[1]							(1,039)
Unearned revenue								1,657
Net cash used in operating activities	[1]							2,327
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired								(741)
Proceeds from sale of investments
Purchase of investments								(403)
Net cash used in investing activities								(1,723)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities								(586)
Payment of installment payment liabilities
Net cash used in financing activities								(586)
NET DECREASE IN CASH	[1]							18
CASH - ENDING	[1]			15,272				15,272
Adjustment [Member]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	[1]			(86)				125
Deferred Income Taxes (Credit)								701
Depreciation and amortization								(247)
Adjustment to reconcile operating lease expense to cash paid	[1]							26
Change in allowance for credit losses	[1]							(59)
Intangible asset impairment, net								68
Stock-based compensation								27
Unrealized gain (loss) on investments								99
Changes in operating assets and liabilities:
Accounts receivable, net								923
Inventory								499
Prepaid taxes								122
Prepaid expenses	[1]							5
Accounts payable and accrued expenses	[1]							(441)
Unearned revenue								(436)
Net cash used in operating activities	[1]							1,412
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired								(1,382)
Proceeds from sale of investments								1,000
Purchase of investments								(952)
Net cash used in investing activities								(1,334)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of contingent earn-out liabilities								162
Payment of installment payment liabilities								(175)
Net cash used in financing activities								(13)
NET DECREASE IN CASH	[1]							65
CASH - ENDING	[1]			$ 65				$ 65
[1]Represents revision for immaterial error correction.

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Company’s Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Level 1 [Member]
Assets:
Investments	$ 9,603	$ 10,393
Level 3 [Member]
Liabilities:
Earn-out liabilities	$ 987	$ 987

Fair Value Measurements - Sch_2

Fair Value Measurements - Schedule of Company’s Investments (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Company’s Investments [Line Items]
Cost	$ 9,635
Unrealized Gain (Loss)	(32)
Fair Value	9,603
Money Market Funds [Member]
Schedule of Company’s Investments [Line Items]
Cost	440
Unrealized Gain (Loss)
Fair Value	440
Corporate bonds [Member]
Schedule of Company’s Investments [Line Items]
Cost	3,169
Unrealized Gain (Loss)	(66)
Fair Value	3,103
Mutual Funds [Member]
Schedule of Company’s Investments [Line Items]
Cost	747
Unrealized Gain (Loss)	12
Fair Value	759
US Treasury bills [Member]
Schedule of Company’s Investments [Line Items]
Cost	5,279
Unrealized Gain (Loss)	22
Fair Value	$ 5,301

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Inventory [Abstract]
Finished goods (branded products)	$ 3,249	$ 4,182
Goods in process (un-branded products)	725	600
Inventory, net	$ 3,974	$ 4,782

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 126	$ 192	$ 170	$ 284

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 3,458	$ 3,094
Accumulated depreciation	(1,743)	(1,573)
Property and equipment, net	1,715	1,521
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	584	558
Software [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	2,806	2,468
Transportation Equipment [Member]
Schedule of Property and Equipment, Net [Line Items]
Property and equipment, gross	$ 62	$ 62

Intangible Assets (Details)

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Intangible Assets [Abstract]
Amortization expense	$ 85	$ 67	$ 171	$ 123

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Intangible Assets [Line Items]
Intangible assets, gross	$ 3,716	$ 3,716
Intangible assets, accumulated amortization	(773)	(602)
Intangible assets, net carrying amount	2,943	3,114
Customer Lists [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, gross	3,716	3,716
Intangible assets, accumulated amortization	(773)	(602)
Intangible assets, net carrying amount	$ 2,943	$ 3,114
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

Intangible Assets - Schedule _2

Intangible Assets - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Estimated Future Amortization Expense of Intangible Assets [Abstract]
Remainder of 2024	$ 172
2025	343
2026	343
2027	343
2028	343
Thereafter	1,399
Total	$ 2,943	$ 3,114

T R Miller Acquisition (Details

T R Miller Acquisition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
T R Miller Acquisition [Line Items]
Account Payable	$ 1,000		$ 1,000
Annual gross profit Percentage			25%
Gross Profit	5,467	$ 5,248	$ 11,080	$ 10,657
Acquisition related transaction costs			39
G.A.P. Purchase Price [Member]
T R Miller Acquisition [Line Items]
Purchase price			$ 3,541
T R Miller Acquisition [Member]
T R Miller Acquisition [Line Items]
Annual gross profit Percentage			45%
Gross Profit			$ 4,000
Deductible for tax purposes	$ 420		420
First Installment [Member] | T R Miller Acquisition [Member]
T R Miller Acquisition [Line Items]
Annual Installment Payments			400
Second Installment [Member] | T R Miller Acquisition [Member]
T R Miller Acquisition [Line Items]
Annual Installment Payments			300
Third Installment [Member] | T R Miller Acquisition [Member]
T R Miller Acquisition [Line Items]
Annual Installment Payments			200
Fourth Installment [Member] | T R Miller Acquisition [Member]
T R Miller Acquisition [Line Items]
Annual Installment Payments			200
T R Miller Purchase Agreement [Member]
T R Miller Acquisition [Line Items]
Gross Profit			$ 4,000

T R Miller Acquisition - Schedu

T R Miller Acquisition - Schedule of Estimated Fair Value of Total Consideration (Details) - T R Miller Purchase Agreement [Member] $ in Thousands	Jun. 30, 2024 USD ($)
Schedule of Fair Value of Identifiable Assets Acquired [Line Items]
Cash	$ 1,000
Cash adjustment for working capital	1,123
Present value of installment payments	951
Fair value of earn-out payments	467
Total consideration	3,541
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

T R Miller Acquisition - Sche_2

T R Miller Acquisition - Schedule of Pro Forma Financial Information (Details) - T R Miller Acquisition [Member] $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares
Schedule of Pro Forma Financial Information [Line Items]
Sales	$ 41,125
Costs of sales	28,120
Gross profit	13,005
Operating expenses	14,259
Loss from operations	(1,254)
Other income (expense)
Other income	36
Interest income (expense), net	187
Realized gain (loss) on investments	73
Total Other Income	296
Loss before taxes	(958)
Provision for income taxes	3
Net loss	$ (961)
Net loss per share - basic (in Dollars per share) | $ / shares	$ (0.05)
Net loss per share - diluted (in Dollars per share) | $ / shares	$ (0.05)
Weighted average shares outstanding - basic (in Shares) | shares	18,540,648
Weighted average shares outstanding - diluted (in Shares) | shares	18,540,648

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Schedule of Accounts Payable and Accrued Expenses [Abstract]
Cost of sales - purchases	$ 3,027	$ 3,218
Other payables and accrued expenses	848	1,527
Accounts payable and accrued expenses, Total	$ 3,875	$ 4,745

Installment Payment Liability -

Installment Payment Liability - Schedule of Reconciliation of the Installment Payment Liability (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Reconciliation of the Installment Payment Liability [Abstract]
Balance as of December 31, 2023	$ 1,425
Additions pursuant to acquisitions
Interest accretion	72
Payments made	(760)
Balance as of June 30, 2024	737
Current portion of installment payment liabilities	398	$ 786
Long-term installment payment liabilities	$ 339	$ 639

Revenue - Schedule of Revenue D

Revenue - Schedule of Revenue Disaggregated According to the Transfer of Goods or Services (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Revenue Disaggregated According to the Transfer of Goods or Services [Line Items]
Total Revenue	$ 16,693	$ 17,415	$ 35,520	$ 33,386
Promotional products - dropshipping [Member]
Schedule of Revenue Disaggregated According to the Transfer of Goods or Services [Line Items]
Revenue generated per major product category	8,128	6,959	16,538	13,082
Promotional products – Company owned inventory [Member]
Schedule of Revenue Disaggregated According to the Transfer of Goods or Services [Line Items]
Revenue generated per major product category	3,605	4,258	6,204	8,945
Promotional products – bulk dropshipping [Member]
Schedule of Revenue Disaggregated According to the Transfer of Goods or Services [Line Items]
Revenue generated per major product category	3,123	4,354	8,889	7,221
Promotional products – third-party distributor [Member]
Schedule of Revenue Disaggregated According to the Transfer of Goods or Services [Line Items]
Revenue generated per major product category	1,402	1,537	3,076	3,467
Rewards program [Member]
Schedule of Revenue Disaggregated According to the Transfer of Goods or Services [Line Items]
Revenue generated per major product category	254	197	540	486
Additional services [Member]
Schedule of Revenue Disaggregated According to the Transfer of Goods or Services [Line Items]
Revenue generated per major product category	$ 181	$ 110	$ 273	$ 185

Revenue - Schedule of Unearned

Revenue - Schedule of Unearned Revenue Includes Customer Deposits and Deferred Revenue (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Unearned Revenue Includes Customer Deposits and Deferred Revenue [Abstract]
Balance at January 1,	$ 1,116	$ 633
Revenue recognized	(1,042)	(464)
Amounts collected or invoiced	780	1,970
Unearned revenue	$ 854	$ 2,139

Commitments and Contingencies_2

Commitments and Contingencies (Details) $ in Thousands	May 31, 2023 m²	Feb. 01, 2023 m²	May 31, 2020 m²	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jun. 01, 2023	Jun. 01, 2020
Commitments and Contingencies [Line Items]
Renewal date		36 months				60 months	60 months
Lease liability (in Dollars)				$ 1,061	$ 1,336
Weighted average remaining lease term				3 years 14 days
Weighted average discount rate				3.38%
Quincy, MA [Member]
Commitments and Contingencies [Line Items]
Annual Increases Percentage			2.50%
Lease liability (in Dollars)				$ 358
Lease borrowing rate				12%
Tomball, TX [Member]
Commitments and Contingencies [Line Items]
Annual Increases Percentage		2.30%
Lease liability (in Dollars)				$ 115
Lease borrowing rate				4%
Walpole, MA [Member]
Commitments and Contingencies [Line Items]
Annual Increases Percentage	2%
Lease liability (in Dollars)				$ 720
Lease borrowing rate				4%
Foot Office Space [Member] | Quincy, MA [Member]
Commitments and Contingencies [Line Items]
Lease square (in Square Meters) | m²			10,500
Foot Office Space [Member] | Tomball, TX [Member]
Commitments and Contingencies [Line Items]
Lease square (in Square Meters) | m²		5,600
Foot Office Space [Member] | Walpole, MA [Member]
Commitments and Contingencies [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	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lease cost
Operating lease cost	$ 154	$ 137	$ 326	$ 265
Total	154	137	326	265
Other information
Operating cash flows from operating lease		$ 1,034		$ 1,034

Commitments and Contingencies_3

Commitments and Contingencies - Schedule of Represents Maturities of Operating Lease Liabilities (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Schedule of Represents Maturities of Operating and Finance Lease Liabilities [Abstract]
Remainder of 2024	$ 287
2025	361
2026	189
2027	185
2028	65
Thereafter
Total payments	1,087
Less amount representing interest	(18)
Present value of payments	$ 1,069

Note Payable - Line of Credit (

Note Payable - Line of Credit (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Note Payable - Line of Credit [Line Items]
Borrowing line of credit	$ 0	$ 0
Line bears interest percentage	0.50%
Interest rate	9%	9%
Line of Credit [Member]
Note Payable - Line of Credit [Line Items]
Borrowing line of credit	$ 7,000

Reward Card Program Liability (

Reward Card Program Liability (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Reward Card Program Liability [Abstract]
Deposits total	$ 3,350	$ 875

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Stock-Based Compensation [Line Items]
Vested term	4 years
Contractual term	10 years
Minimum [Member] | Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Line Items]
Vested term	3 years
Maximum [Member] | Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Line Items]
Vested term	4 years
Stock Option [Member]
Stock-Based Compensation [Line Items]
Grant date fair value (in Dollars per share)		$ 1.55
Option contractual term	8 years
2021 Plan [Member]
Stock-Based Compensation [Line Items]
Common stock available for issuance shares (in Shares)	1,041,323

Stock-Based Compensation - Sche

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	$ 20	$ 110	$ 170	$ 137
Stock Options [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	17	12	17	25
Restricted Stock Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Stock-based compensation expense	$ 3	$ 98	$ 153	$ 112

Stock-Based Compensation - Sc_2

Stock-Based Compensation - Schedule of Option Activity (Details)	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Schedule of Option Activity [Abstract]
Shares, Beginning Balance | shares	1,466,062
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 4.15
Aggregate Intrinsic Value, Beginning Balance | $
Shares, Ending Balance | shares	1,411,966
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 3.95
Aggregate Intrinsic Value, Ending Balance | $
Shares, Vested and exercisable | shares	921,834
Weighted Average Exercise Price, Vested and exercisable | $ / shares	$ 4.04
Aggregate Intrinsic Value, Vested and exercisable | $
Shares, Granted | shares
Weighted Average Exercise Price, Granted | $ / shares
Aggregate Intrinsic Value, Granted | $
Shares, Forfeited or Expired and Other Adjustments | shares	(54,096)
Weighted Average Exercise Price, Forfeited or Expired and Other Adjustments | $ / shares	$ 4.71
Aggregate Intrinsic Value, Forfeited or Expired and Other Adjustments | $

Stock-Based Compensation - Sc_3

Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - Restricted Stock [Member]	6 Months Ended
	Jun. 30, 2024 shares
Schedule of Restricted Stock Activity [Line Items]
Numbers of Outstanding, Beginning Balance	15,736
Granted	54,086
Vested	(50,086)
Forfeited	(166)
Numbers of Outstanding, Ending Balance	19,570

Loss Per Share - Schedule of th

Loss Per Share - Schedule of the Computation of Diluted Net Loss Per Common Share (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-diluted net loss per share	10,996,029	10,662,591
Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-diluted net loss per share	10,074,195	10,074,195
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-diluted net loss per share	921,834	588,396

Credit Losses (Details)

Credit Losses (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Credit Losses [Abstract]
Accounts receivable	$ 12,015
Net of allowances	$ 438	$ 317	$ 264	$ 264

Credit Losses - Schedule of All

Credit Losses - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Schedule of Allowance for Credit Losses [Abstract]
Balance of allowance for credit losses, beginning of period	$ (317)	$ (264)
Current period change for write-offs	167	59
Current period change for expected credit losses	(288)	(59)
Balance of allowance for credit losses, end of period	$ (438)	$ (264)

Related Party Transactions (Det

Related Party Transactions (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($)
Related Party Transactions [Line Items]
Percentage of annual fees	1.50%
Consulting fees	$ 5
Percentage of contribution margin	1.50%
Engage & Excel Enterprises Inc. [Member]
Related Party Transactions [Line Items]
Fees amount	$ 20
Amount paid	23
Recruiting fees	18
Consulting fees	$ 20

Related Party Transactions - Sc

Related Party Transactions - Schedule of Amount Due from Related Party (Details) - Innovative Genetics, Inc. [Member] - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Schedule of Amount Due from Related Party [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’s 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	$ 828	$ 853

Advertising (Details)

Advertising (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Advertising [Abstract]
Advertising costs	$ 90	$ 135	$ 195	$ 307

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Thousands		6 Months Ended
	Jan. 10, 2025	Jun. 30, 2024
Subsequent Events [Line Items]
Percentage of annual escalations		3.38%
Warson Capital Partners, LLC [Member]
Subsequent Events [Line Items]
Cash purchase		$ 150
Revolving Line of Credit [Member]
Subsequent Events [Line Items]
Aggregate principal amount		7,000
Forecast [Member]
Subsequent Events [Line Items]
Initial base rent	$ 21
Forecast [Member] | Minimum [Member]
Subsequent Events [Line Items]
Percentage of annual escalations	2.20%
Forecast [Member] | Maximum [Member]
Subsequent Events [Line Items]
Percentage of annual escalations	2.50%
Cash Purchase Price [Member]
Subsequent Events [Line Items]
Cash purchase		1,099
Assumed Liabilities [Member]
Subsequent Events [Line Items]
Cash purchase		$ 5,500