Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-41526 | |
Entity Registrant Name | CASTELLUM, INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 27-4079982 | |
Entity Address, Address Line One | 3 Bethesda Metro Center | |
Entity Address, Address Line Two | Suite 700 | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 961-4895 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CTM | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 47,524,762 | |
Entity Central Index Key | 0001877939 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 2,989,677 | $ 4,640,896 |
Accounts receivable | 6,607,784 | 5,193,562 |
Contract asset | 635,691 | 257,434 |
Prepaid income taxes | 371,412 | 351,116 |
Prepaid expenses and other current assets | 324,553 | 222,995 |
Total current assets | 10,929,117 | 10,666,003 |
Fixed assets, net | 394,638 | 173,350 |
Non-Current Assets: | ||
Right of use asset - operating lease | 830,451 | 35,524 |
Intangible assets, net | 10,226,492 | 6,634,167 |
Goodwill | 17,393,908 | 15,533,964 |
Total non-current assets | 28,845,489 | 22,377,005 |
Total Assets | 39,774,606 | 33,043,008 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,076,899 | 1,617,596 |
Accrued payroll and payroll related expenses | 3,041,351 | 1,869,517 |
Due to seller | 506,847 | 280,000 |
Obligation to issue common and preferred stock | 138,590 | 0 |
Contingent earnout | 877,000 | 812,000 |
Derivative liabilities | 367,000 | 824,000 |
Revolving credit facility | 625,025 | 300,025 |
Current portion of notes payable, net of discount | 1,979,622 | 2,033,348 |
Current portion of lease liability - operating lease | 234,450 | 22,054 |
Total current liabilities | 8,846,784 | 7,758,540 |
Non-Current Liabilities | ||
Lease liability - operating lease, net of current portion | 571,277 | 12,632 |
Notes payable, related parties | 400,000 | 400,000 |
Convertible promissory notes - related parties, net of discount, net of current portion | 1,606,015 | 999,430 |
Notes payable, net of discount, net of current portion | 6,298,385 | 6,340,490 |
Total non-current liabilities | 8,875,677 | 7,752,552 |
Total Liabilities | 17,722,461 | 15,511,092 |
Stockholders' Equity | ||
Common stock, par value, $0.0001, 3,000,000,000 shares authorized, 47,373,712 and 41,699,363 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 4,737 | 4,170 |
Additional paid in capital | 54,623,289 | 43,621,651 |
Accumulated deficit | (32,576,546) | (26,094,570) |
Total stockholders' equity | 22,052,145 | 17,531,916 |
Total Liabilities and Stockholders' Equity | 39,774,606 | 33,043,008 |
Series A Preferred | ||
Stockholders' Equity | ||
Preferred stock, value, issued | 588 | 588 |
Series B Preferred | ||
Stockholders' Equity | ||
Preferred stock, value, issued | 0 | 0 |
Series C Preferred | ||
Stockholders' Equity | ||
Preferred stock, value, issued | $ 77 | $ 77 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common stock, shares, issued (in shares) | 47,373,712 | 47,373,712 |
Common stock, shares outstanding (in shares) | 41,699,363 | 41,699,363 |
Series A Preferred | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 5,875,000 | 5,875,000 |
Preferred stock, shares outstanding (in shares) | 5,875,000 | 5,875,000 |
Series B Preferred | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series C Preferred | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued (in shares) | 770,000 | 770,000 |
Common stock, shares outstanding (in shares) | 770,000 | 770,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 12,475,802 | $ 11,055,251 | $ 22,412,815 | $ 21,045,392 |
Cost of Revenues | 7,263,984 | 6,368,918 | 13,163,215 | 12,224,559 |
Gross Profit | 5,211,818 | 4,686,333 | 9,249,600 | 8,820,833 |
Operating Expenses | ||||
Indirect costs | 2,241,460 | 3,598,611 | 4,452,339 | 5,327,806 |
Overhead | 536,937 | 340,572 | 1,004,619 | 759,542 |
General and administrative expenses | 4,244,312 | 3,493,605 | 10,290,842 | 6,335,745 |
Change in fair value of contingent earnout | 83,000 | 0 | 65,000 | 0 |
Total operating expenses | 7,105,709 | 7,432,788 | 15,812,800 | 12,423,093 |
Loss From Operations Before Other Income (Expense) | (1,893,891) | (2,746,455) | (6,563,200) | (3,602,260) |
Other Income (Expense) | ||||
Gain (loss) on disposal of fixed assets | 2 | 303 | (1,073) | 303 |
Loss on induced conversion | 0 | 0 | (300,000) | 0 |
Gain (loss) from change in fair value of derivative liability | 593,000 | (173,000) | 844,625 | (173,000) |
Interest expense, net of interest income | (810,837) | (911,975) | (1,641,115) | (1,601,601) |
Total other income (expense) | (217,835) | (1,084,672) | (1,097,563) | (1,774,298) |
Loss From Operations Before Benefit For Income Taxes | (2,111,726) | (3,831,127) | (7,660,763) | (5,376,558) |
Income tax benefit (expense) | 13,280 | (893,422) | 1,238,929 | (743,794) |
Net Loss | (2,098,446) | (4,724,549) | (6,421,834) | (6,120,352) |
Less: preferred stock dividends | 29,820 | 29,626 | 60,139 | 40,538 |
Net Loss To Common Shareholders | $ (2,128,266) | $ (4,754,175) | $ (6,481,973) | $ (6,160,890) |
Net Loss Per Share - Basic And Diluted | ||||
Net loss per share, basic (in usd per share) | $ (0.04) | $ (0.20) | $ (0.14) | $ (0.27) |
Net loss per share, diluted (in usd per share) | $ (0.04) | $ (0.20) | $ (0.14) | $ (0.27) |
Weighted average shares outstanding, basic (in shares) | 48,369,250 | 23,891,707 | 45,731,842 | 22,479,278 |
Weighted average shares outstanding, diluted (in shares) | 48,369,250 | 23,891,707 | 45,731,842 | 22,479,278 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Stockholders' Equity - USD ($) | Total | Private Placement | Series C Preferred Subscription Agreements | GTMR | LSG | Warrant | Restricted Stock | Common Stock | Common Stock Private Placement | Common Stock Series C Preferred Subscription Agreements | Common Stock GTMR | Common Stock LSG | Additional Paid-In Capital | Additional Paid-In Capital Private Placement | Additional Paid-In Capital Series C Preferred Subscription Agreements | Additional Paid-In Capital GTMR | Additional Paid-In Capital LSG | Additional Paid-In Capital Warrant | Additional Paid-In Capital Restricted Stock | Accumulated Deficit | Series A Preferred Preferred Stock | Series B Preferred | Series B Preferred Preferred Stock | Series B Preferred Common Stock | Series B Preferred Additional Paid-In Capital | Series C Preferred Preferred Stock | Series C Preferred Preferred Stock Series C Preferred Subscription Agreements |
Beginning balance (in shares) at Dec. 31, 2021 | 19,960,632 | 5,875,000 | 3,610,000 | 620,000 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 15,322,117 | $ 1,996 | $ 26,405,126 | $ (11,086,016) | $ 588 | $ 361 | $ 62 | ||||||||||||||||||||
Stock-based compensation - options | 875,640 | 875,640 | |||||||||||||||||||||||||
Stock-based compensation - restricted shares | 30,937 | 30,937 | |||||||||||||||||||||||||
Shares issued for services, net of amounts prepaid (in shares) | 7,500 | ||||||||||||||||||||||||||
Shares issued for service, net of amounts prepaid | 6,188 | $ 1 | 6,187 | ||||||||||||||||||||||||
Shares issued in exercise of stock options (in shares) | 15,000 | ||||||||||||||||||||||||||
Shares issued in exercise of stock options | 12,000 | $ 2 | 11,998 | ||||||||||||||||||||||||
Subscription agreement (in shares) | 15,000 | 150,000 | |||||||||||||||||||||||||
Subscription Agreement | $ 150,000 | $ 2 | $ 149,983 | $ 15 | |||||||||||||||||||||||
Net loss for the period | (1,406,715) | (1,406,715) | |||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 15,000 | 150,000 | |||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 150,000 | $ 2 | $ 149,983 | $ 15 | |||||||||||||||||||||||
Ending balance at Mar. 31, 2022 | 14,990,167 | $ 2,001 | 27,479,871 | (12,492,731) | $ 588 | $ 361 | $ 77 | ||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 19,998,132 | 5,875,000 | 3,610,000 | 770,000 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 19,960,632 | 5,875,000 | 3,610,000 | 620,000 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2021 | 15,322,117 | $ 1,996 | 26,405,126 | (11,086,016) | $ 588 | $ 361 | $ 62 | ||||||||||||||||||||
Net loss for the period | (6,160,890) | ||||||||||||||||||||||||||
Extinguishment of debt discount - debt issuance costs | 0 | ||||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 19,133,377 | $ 2,480 | 36,376,831 | (17,246,906) | $ 588 | $ 307 | $ 77 | ||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,788,132 | 5,875,000 | 3,075,000 | 770,000 | |||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 19,998,132 | 5,875,000 | 3,610,000 | 770,000 | |||||||||||||||||||||||
Beginning balance at Mar. 31, 2022 | 14,990,167 | $ 2,001 | 27,479,871 | (12,492,731) | $ 588 | $ 361 | $ 77 | ||||||||||||||||||||
Stock-based compensation - options | 1,117,335 | 1,117,335 | |||||||||||||||||||||||||
Shares issued for services, net of amounts prepaid (in shares) | 7,500 | ||||||||||||||||||||||||||
Shares issued for service, net of amounts prepaid | 11,940 | $ 1 | 11,939 | ||||||||||||||||||||||||
Subscription agreement (in shares) | 132,500 | ||||||||||||||||||||||||||
Subscription Agreement | 533,750 | $ 13 | 533,737 | ||||||||||||||||||||||||
Net loss for the period | (4,754,175) | (4,754,175) | |||||||||||||||||||||||||
Shares Issued for cash, including fair value adjustment (in shares) | 1,250,000 | ||||||||||||||||||||||||||
Shares issued for cash, including fair value adjustment | 593,000 | $ 125 | 592,875 | ||||||||||||||||||||||||
Shares issued for commitment fees (in shares) | 125,000 | ||||||||||||||||||||||||||
Shares issued for commitment fees | 59,300 | $ 13 | 59,288 | ||||||||||||||||||||||||
Shares issued to acquire GTMR (in shares) | 600,000 | ||||||||||||||||||||||||||
Shares issued to acquire GTMR | $ 2,280,000 | $ 60 | $ 2,279,940 | ||||||||||||||||||||||||
Shares issued in induced conversion of crom note (in shares) | (535,000) | 2,675,000 | |||||||||||||||||||||||||
Shares issued in induced conversion of Crom note | $ 0 | $ (54) | $ 268 | $ (214) | |||||||||||||||||||||||
Stock-based compensation | $ 1,603,219 | $ 30,938 | $ 1,603,219 | $ 30,938 | |||||||||||||||||||||||
Gain on extinguishment of related party convertible note | 2,667,903 | 2,667,903 | |||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 132,500 | ||||||||||||||||||||||||||
Stock issued during period, value, new issues | 533,750 | $ 13 | 533,737 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2022 | 19,133,377 | $ 2,480 | 36,376,831 | (17,246,906) | $ 588 | $ 307 | $ 77 | ||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 24,788,132 | 5,875,000 | 3,075,000 | 770,000 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 41,699,363 | 5,875,000 | 0 | 770,000 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 17,531,916 | $ 4,170 | 43,621,651 | (26,094,570) | $ 588 | $ 0 | $ 77 | ||||||||||||||||||||
Stock-based compensation - options | 2,436,299 | 2,436,299 | |||||||||||||||||||||||||
Shares issued for services, net of amounts prepaid (in shares) | 125,504 | ||||||||||||||||||||||||||
Shares issued for service, net of amounts prepaid | 149,999 | $ 12 | 149,987 | ||||||||||||||||||||||||
Net loss for the period | (4,353,710) | (4,353,710) | |||||||||||||||||||||||||
Shares issued to acquire GTMR (in shares) | 4,866,570 | ||||||||||||||||||||||||||
Shares issued to acquire GTMR | $ 5,304,562 | $ 487 | $ 5,304,075 | ||||||||||||||||||||||||
Shares issued in induced conversion of crom note (in shares) | 556,250 | ||||||||||||||||||||||||||
Shares issued in induced conversion of Crom note | 590,000 | $ 56 | 589,944 | ||||||||||||||||||||||||
Stock-based compensation | $ 1,076,969 | $ 1,076,969 | |||||||||||||||||||||||||
Extinguishment of debt discount - derivative liability | (171,128) | (171,128) | |||||||||||||||||||||||||
Extinguishment of debt discount - debt issuance costs | (8,034) | (8,034) | |||||||||||||||||||||||||
Extinguishment of derivative liability | 33,375 | 33,375 | |||||||||||||||||||||||||
Loss on induced conversion | 300,000 | 300,000 | |||||||||||||||||||||||||
Ending balance at Mar. 31, 2023 | 22,890,248 | $ 4,725 | 53,333,138 | (30,448,280) | $ 588 | $ 0 | $ 77 | ||||||||||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 47,247,687 | 5,875,000 | 0 | 770,000 | |||||||||||||||||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 41,699,363 | 5,875,000 | 0 | 770,000 | |||||||||||||||||||||||
Beginning balance at Dec. 31, 2022 | 17,531,916 | $ 4,170 | 43,621,651 | (26,094,570) | $ 588 | $ 0 | $ 77 | ||||||||||||||||||||
Shares issued for services, net of amounts prepaid (in shares) | 188,529 | ||||||||||||||||||||||||||
Net loss for the period | (6,481,973) | ||||||||||||||||||||||||||
Shares issued to acquire GTMR (in shares) | 4,866,570 | ||||||||||||||||||||||||||
Shares issued in induced conversion of crom note (in shares) | 556,250 | ||||||||||||||||||||||||||
Extinguishment of debt discount - debt issuance costs | (8,034) | ||||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | 22,052,145 | $ 4,737 | 54,623,289 | (32,576,546) | $ 588 | $ 0 | $ 77 | ||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 47,373,712 | 5,875,000 | 0 | 770,000 | |||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 47,247,687 | 5,875,000 | 0 | 770,000 | |||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | 22,890,248 | $ 4,725 | 53,333,138 | (30,448,280) | $ 588 | $ 0 | $ 77 | ||||||||||||||||||||
Stock-based compensation - options | 1,089,163 | 1,089,163 | |||||||||||||||||||||||||
Shares issued for services, net of amounts prepaid (in shares) | 63,025 | ||||||||||||||||||||||||||
Shares issued for service, net of amounts prepaid | 75,000 | $ 6 | 74,994 | ||||||||||||||||||||||||
Subscription agreement (in shares) | 63,000 | ||||||||||||||||||||||||||
Subscription Agreement | $ 126,000 | $ 6 | $ 125,994 | ||||||||||||||||||||||||
Net loss for the period | (2,128,266) | (2,128,266) | |||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 63,000 | ||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ 126,000 | $ 6 | $ 125,994 | ||||||||||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 22,052,145 | $ 4,737 | $ 54,623,289 | $ (32,576,546) | $ 588 | $ 0 | $ 77 | ||||||||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 47,373,712 | 5,875,000 | 0 | 770,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash Flow From Operating Activities | ||
Net loss | $ (6,421,834) | $ (6,120,352) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1,190,974 | 1,005,400 |
Amortization of discounts, premium and deferred costs | 1,147,921 | 1,154,062 |
Stock-based compensation | 4,938,021 | 3,736,197 |
Deferred tax provision | (1,089,677) | 610,033 |
Gain on disposal of fixed assets | 0 | (303) |
Financing fee and bank charges for note payable and advances on revolving credit line | 0 | 3,775 |
Legal fees paid out of proceeds from a note payable | 0 | 30,000 |
Lease cost | 1,006 | 556 |
Change in fair value of contingent earnout | 65,000 | 0 |
Change in fair value of derivative liability | (844,625) | 173,000 |
Changes in assets and liabilities | ||
Accounts receivable | (473,170) | (810,386) |
Proceeds from factoring accounts receivable | 411,975 | 0 |
Prepaid expenses and other current assets | (12,564) | (2,125) |
Contract asset (liability) | (378,258) | (452,293) |
Accounts payable and accrued expenses | (399,820) | (96,570) |
Net cash used in operating activities | (1,865,051) | (769,006) |
Cash Flows From Investing Activities | ||
Acquisition of business, cash paid to seller | (470,233) | (250,000) |
Cash paid to seller from factoring | (411,975) | 0 |
Cash received in acquisition of GTMR | 475,000 | 0 |
Purchases of fixed assets | (20,526) | (80,545) |
Net cash (used in) provided by investing activities | (427,734) | (330,545) |
Cash Flows From Financing Activities | ||
Proceeds from revolving credit line | 325,000 | 300,000 |
Payment of debt issuance costs | (15,000) | 0 |
Proceeds from issuance of preferred and common stock | 126,000 | 625,000 |
Proceeds from notes payable | 1,200,000 | 1,470,000 |
Preferred stock dividend | (60,139) | (40,538) |
Proceeds from exercise of stock options | 0 | 12,000 |
Repayment of amounts due to seller | (280,000) | (100,000) |
Loss on induced conversion | 300,000 | 0 |
Net cash provided by financing activities | 641,566 | 1,139,388 |
Net (Decrease) Increase in Cash | (1,651,219) | 39,837 |
Cash - Beginning of Period | 4,640,896 | 2,017,915 |
Cash - End of Period | 2,989,677 | 2,057,752 |
Supplemental Disclosures | ||
Cash paid for interest expense | (490,875) | (196,474) |
Cash refunded (paid) from income taxes | 4,751 | (102,185) |
Summary of Non-Cash Activities: | ||
Debt discount on note payable applied to obligation to issue common stock | 28,000 | 500,000 |
Derivative liability incurred for note payable | 421,000 | 0 |
Extinguishment of debt discount - derivative liability | 171,128 | 0 |
Extinguishment of debt discount - debt issuance costs | 8,034 | 0 |
Extinguishment of derivative liability on Crom note | 33,375 | 0 |
Related Parties | ||
Cash Flows From Financing Activities | ||
Repayment of convertible note payable - related party | 0 | (500,000) |
Repayment of note payable | 0 | (500,000) |
Nonrelated Parties | ||
Cash Flows From Financing Activities | ||
Repayment of convertible note payable - related party | (954,295) | (627,074) |
Repayment of note payable | $ (954,295) | $ (627,074) |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Nature of Operations Castellum, Inc. (the “Company”) is focused on acquiring and growing technology companies in the areas of cybersecurity, information technology, electronic warfare, and information warfare with businesses in the governmental and commercial markets. Services include intelligence analysis, software development, software engineering, program management, strategic planning, information assurance and cybersecurity and policy along with analysis support. These services, which largely focus on securing data and establishing related policies, are applicable to customers in the federal government, financial services, healthcare and other users of large data applications. The services can be delivered to legacy, customer owned networks, or customers who rely upon cloud-based infrastructures. The Company works with multiple business brokers and contacts within its business network to identify potential acquisitions. Since November 2019, the Company has made the following acquisitions that specialize in the areas noted above: • Corvus Consulting, LLC (“Corvus”), • Mainnerve Federal Services, Inc. dba MFSI Government Group (“MFSI"), • Merrison Technologies, LLC (“Merrison”), • Specialty Systems, Inc. (“SSI”), • the business assets of Pax River from The Albers Group (“Pax River”), • Lexington Solutions Group, LLC (“LSG”), and • Global Technology and Management Resources, Inc. ("GTMR"). With the exception of Pax River, all of these acquisitions were considered business combinations under Topic 805 Business Combinations of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). See Note 3, “Acquisitions” for greater details on the acquisitions of the Company since January 1, 2022. On October 13, 2022, the Company effected a $3,000,000 public offering, a 1-for-20 Reverse Stock Split of its common shares, and an uplisting to the NYSE American exchange. All share and per share figures related to the common stock have been retroactively adjusted in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 4C. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements, including the notes, include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation for Interim Periods Certain information and footnote disclosures normally included for the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted for the interim periods presented. We believe that the unaudited interim financial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly our financial position and the results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for the year or future periods. The financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2022 included in our Annual Report on Form 10-K for the year then ended. We have continued to follow the accounting policies set forth in those financial statements. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for uncollectible accounts receivable, the acquired value of the intangible assets, impaired value of intangible assets, liabilities to accrue, cost incurred in the satisfaction of performance obligations, fair value for consideration elements of business combinations, permanent and temporary differences related to income taxes and determination of the fair value of stock awards. Actual results could differ from those estimates. Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers . The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. Revenue is derived primarily from services provided to the Federal government. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services and solutions are transferred to the customer. The Company also evaluates whether two or more agreements should be accounted for as one single contract. When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract. The Company estimates variable consideration as the most likely amount to which the Company expects to be entitled limited to the extent that it is probable that a significant reversal will not occur in a subsequent period. At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. For most contracts, the customers require the Company to perform several tasks in providing an integrated output and, hence, each of these contracts are deemed as having only one performance obligation. When contracts are separated into multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised services underlying each performance obligation. This evaluation requires professional judgment, and it may impact the timing and pattern of revenue recognition. If multiple performance obligations are identified, the Company generally uses the cost plus a margin approach to determine the relative standalone selling price of each performance obligation. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between when payment by the client and the transfer of promised services to the client occur will be less than one year. The Company currently generates its revenue from three different types of contractual arrangements: cost plus fixed fee (“CPFF”), firm-fixed-price contracts (“FFP”) and time-and-materials (“T&M”) contracts. The Company generally recognizes revenue over time as control is transferred to the customer, based on the extent of progress towards satisfaction of the performance obligation. The selection of the method used to measure progress requires judgment and is dependent on the contract type and the nature of the goods or services to be provided. For CPFF contracts, the Company uses input progress measures to derive revenue based on hours worked on contract performance as follows: direct costs plus Defense Contract Audit Agency (“DCAA”) approved provisional burdens plus fee. The provisional indirect rates are adjusted and billed at actual at year end. Revenue from FFP contracts is generally recognized ratably over the contract term, using a time-based measure of progress, even if billing is based on other metrics or milestones, including specific deliverables. For T&M contracts, the Company uses input progress measures to estimate revenue earned based on hours worked on contract performance at negotiated billing rates, plus direct costs and indirect cost burdens associated with materials and the direct expenses incurred in performance of the contract. These arrangements generally qualify for the “right-to-invoice” practical expedient where revenue is recognized in proportion to billable consideration. FFP Level-Of-Effort contracts are substantially similar to T&M contracts except that the Company is required to deliver a specified level-of-effort over a stated period. For these contracts, the Company estimates revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required workforce. Revenue generated by contract support service contracts is recognized over time as services are provided, based on the transfer of control. Revenue generated by FFP contracts is recognized over time as performance obligations are satisfied. Most contracts do not contain variable consideration and contract modifications are generally minimal. For these reasons, there is not a significant impact of electing these transition practical expedients. Revenue generated from contracts with Federal, state, and local governments is recorded over time, rather than at a point in time. Under the contract support services contracts, the Company performs software design work as it is assigned by the customer, and bills the customer, generally semi-monthly, on either a CPFF or T&M basis, as labor hours are expended. Certain other government contracts for software development have specific deliverables and are structured as FFP contracts, which are generally billed as the performance obligations under the contract are met. Revenue recognition under FFP contracts requires judgment to allocate the transaction price to the performance obligations. Contracts may have terms up to five years. Contract accounting requires judgment relative to assessing risks and estimating contract revenue and costs and assumptions for schedule and technical issues. Due to the size and nature of contracts, estimates of revenue and costs are subject to a number of variables. For contract change orders, claims or similar items, judgment is required for estimating the amounts, assessing the potential for realization and determining whether realization is probable. Estimates of total contract revenue and costs are continuously monitored during the term of the contract and are subject to revision as the contract progresses. From time to time, facts develop that require revisions of revenue recognized or cost estimates. To the extent that a revised estimate affects the current or an earlier period, the cumulative effect of the revision is recognized in the period in which the facts requiring the revision become known. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers . The Company recognizes the cost of sales of a contract as expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfill a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained. The following table disaggregates the Company’s revenue by contract type for the six months ended June 30: 2023 2022 Revenue: Time and material $ 12,934,662 $ 10,946,928 Firm fixed price 1,641,322 3,635,560 Cost plus fixed fee 7,836,831 6,462,904 Total $ 22,412,815 $ 21,045,392 Recent Accounting Pronouncements The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows, or disclosures. There have been no recently issued accounting pronouncements as of June 30, 2023 that would materially impact the Company. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions The Company has completed the following acquisitions to achieve its business purposes as discussed in Note 1. As the acquisitions made by the Company in 2022 and 2023 were of the common stock or membership interests of the companies, certain assets in some of the acquisitions (intangible assets and goodwill) are not considered deductible for tax purposes. GTMR On March 22, 2023, the Company entered into an agreement and plan of merger with GTMR. This acquisition was accounted for as a business combination whereby GTMR became a 100% owned subsidiary of the Company. The Company acquired GTMR to expand our capabilities, increase market share, gain access to new contracts, and achieve cost efficiencies through synergies and economies of scale. The following represents the preliminary assets and liabilities acquired in this acquisition: March 31, 2023 Adjustments June 30, 2023 Cash $ 475,000 $ — $ 475,000 Accounts receivable other receivables 1,380,203 (9,384) 1,370,819 Income tax receivable 155,449 (127,992) 27,457 Prepaid expenses 116,892 (30,856) 86,036 Other asset 17,182 — 17,182 Furniture and equipment 163,301 103,760 267,061 Right of use asset – operating lease — 641,392 641,392 Customer relationships 2,426,000 — 2,426,000 Right of use asset - finance lease — 17,456 17,456 Tradename 517,000 — 517,000 Backlog 1,774,000 — 1,774,000 Goodwill 1,822,466 37,478 1,859,944 Deferred tax liability (1,244,368) — (1,244,368) Lease liability – operating lease (17,608) (603,799) (621,407) Lease liability – finance lease — (12,549) (12,549) Accounts payable and accrued expenses $ (1,030,957) $ 141,341 $ (889,616) Net assets acquired $ 6,554,560 $ 156,847 $ 6,711,407 The consideration paid for GTMR was as follows: Cash $ 470,233 Due to Seller 350,000 Other consideration 17,791 Cash from factoring 411,975 Common stock 5,304,561 Accounts receivable note 156,847 Total consideration paid $ 6,711,407 The GTMR acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the GTMR acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. To determine the fair values of tangible and intangible assets acquired and liabilities assumed for GTMR, we have engaged a third-party independent valuation specialist. On the date of the acquisition, the Company simultaneously factored $411,975 of the accounts receivable from GTMR to finance the acquisition. The Company had received a preliminary valuation from its specialist and recorded the value of the assets and liabilities acquired based on historical inputs and data as of March 22, 2023. The allocation of the purchase price is based on the best information available. The Company paid $185,896 in transaction costs of GTMR, which was excluded from the purchase price. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The measurement period for the GTMR acquisition is currently open and may remain open until March 22, 2024. During the measurement period, the Company recorded several adjustments to goodwill as a result of GTMR's adoption of ASC 842, tax adjustments, and an update to the fair value of acquired furniture and equipment. These measurement period adjustments were subsequently identified as a result of the completion of third party accounting assistance. The Company also recorded a measurement period adjustment to goodwill as a result of finalizing the transaction price. The Company entered into an accounts receivable note payable due to the sellers four months after the closing date of the transaction, subject to the adjustment of any net working capital deficiencies. This amount was determined to be $156,847. LSG On April 15, 2022, the Company entered into Amendment No. 1 to Business Acquisition Agreement (“LSG Business Acquisition Agreement”) with LSG to acquire the assets of LSG. The Company acquired LSG to expand our capabilities, increase market share, gain access to new contracts, and achieve cost efficiencies through synergies and economies of scale. This LSG Business Acquisition Agreement superseded the Business Acquisition Agreement originally entered into on February 11, 2022. Under the terms of the LSG Business Acquisition Agreement, the Company acquired assets and assumed liabilities of LSG for consideration as follows: (a) 625,000 shares of common stock (600,000 shares paid at closing (issued on May 4, 2022) and 25,000 shares to be held and due within three business days of payment of the second tranche of cash described below); and (b) cash payments as follows: $250,000 due at closing (“initial cash payment”); $250,000 plus or minus any applicable post-closing adjustments paid on the date that is six months after the closing date (“second tranche”) (paid in October 2022); and $280,000 that was due no later than 10 months after the closing date of the acquisition (paid in January 2023). The following represents the assets and liabilities acquired in this acquisition: Receivable from seller $ 413,609 Due from employee/travel advance 5,000 Miscellaneous license 2,394 Customer relationships 785,000 Non-compete agreements 10,000 Backlog 489,000 Goodwill 1,471,000 Net assets acquired $ 3,176,003 The consideration paid for the acquisition of LSG was as follows: Common stock (600,000 shares issued May 4, 2022) $ 2,280,000 Holdback shares (25,000 shares due six months after the closing date) 95,000 Cash 250,000 Due to seller (cash) 551,003 $ 3,176,003 The LSG acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the LSG acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. To determine the fair values of tangible and intangible assets acquired and liabilities assumed for LSG, we engaged a third-party independent valuation specialist. The Company had received a valuation from its specialist and recorded the value of the assets and liabilities acquired based on historical inputs and data as of April 15, 2022. The allocation of the purchase price is based on the best information available. The Company paid $44,752 in transaction costs of LSG, which was excluded from the purchase price. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. There have been no adjustments in the six months ended June 30, 2023 and the measurement period is closed as of June 30, 2023. For all acquisitions disclosed, there were no transaction costs that were not recognized as an expense. The following table shows unaudited pro-forma results for the six months ended June 30, 2023 and 2022, as if the acquisitions of LSG and GTMR had occurred on January 1, 2022. These unaudited pro forma results of operations are based on the historical financial statements of each of the companies. For the six months ended June 30, 2023 Revenues $ 25,379,875 Net loss $ (6,293,003) Net loss per share - basic $ (0.15) For the six months ended June 30, 2022 Revenues $ 28,830,236 Net loss $ (5,379,080) Net loss per share - basic $ (0.24) |
Fixed Assets
Fixed Assets | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Fixed Assets Fixed assets consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Equipment $ 230,092 $ 141,732 Furniture 43,119 32,574 Software 71,928 - Leasehold improvements 192,962 83,266 Total fixed assets 538,101 257,572 Accumulated depreciation (143,463) (84,222) Fixed assets, net $ 394,638 $ 173,350 Depreciation expense for the three and six months ended June 30, 2023 was $46,364 and $66,299 and depreciation expense for the three and six months ended June 30, 2022 was $6,150 and $13,484, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Intangible assets consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Customer relationships 4.5– 15 years $ 11,961,000 $ 9,535,000 Tradename 4.5 years 783,000 266,000 Trademark 10-15 years 533,864 533,864 Backlog 2-5 years 3,210,000 1,436,000 Non-compete agreement 3-5 years 684,000 684,000 17,171,864 12,454,864 Accumulated amortization (6,945,372) (5,820,697) Intangible assets, net $ 10,226,492 $ 6,634,167 The intangible assets with the exception of the trademarks were recorded as part of the acquisitions of Corvus, MFSI, Merrison, SSI, LSG, and GTMR. Amortization expense for the three and six months ended June 30, 2023 was $634,044 and $1,124,675, respectively, and amortization expense for the three and six months ended June 30, 2022 was $497,695 and $975,047, respectively, and the intangible assets are being amortized based on the estimated future lives as noted above. Future amortization of the intangible assets for the next five years as of June 30 are as follows: 2023 $ 1,255,628 2024 2,074,686 2025 1,453,000 2026 1,242,863 2027 1,034,302 Thereafter 3,166,013 Total $ 10,226,492 The activity of goodwill for the six months ended June 30, 2023, is as follows: Corvus SSI MFSI Total December 31, 2022 6,387,741 8,461,150 685,073 15,533,964 Goodwill acquired through acquisitions — 1,859,944 — 1,859,944 June 30, 2023 6,387,741 10,321,094 685,073 17,393,908 |
Convertible Promissory Notes -
Convertible Promissory Notes - Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable [Abstract] | |
Convertible Promissory Notes – Related Parties | Convertible Promissory Notes – Related Parties The Company entered into convertible promissory notes – related parties as follows as of June 30, 2023 and December 31, 2022: June 30, December 31, Convertible note payable with a trust related to one of the Company’s directors, convertible at $0.26 per share, at 5% interest (amended April 4, 2022) 3,209,617 3,209,617 Less: Beneficial conversion feature discount (1,603,602) (2,210,187) $ 1,606,015 $ 999,430 Interest expense which includes amortization of discount for the three and six months ended June 30, 2023 was $336,202 and $676,322, respectively, and $382,998 and $800,217 for the three and six months ended June 30, 2022, respectively. There was no accrued interest on the note payable at June 30, 2023. The amount of the BCF discount recorded was evaluated for characteristics of liability or equity and was determined to be equity under ASC 470 and ASC 480. The Company recognized this as additional paid in capital, and the discount is being amortized over the life of the note. The entire convertible promissory note – related parties balance is reflected in long-term liabilities. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
Notes Payable | Notes Payable The Company entered into notes payable as follows as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, Note payable at 7% originally due November 2023, maturing September 30, 2024 $ 5,600,000 $ 5,600,000 Note payable at 10% interest dated February 28, 2022 and matures the earlier of (i) September 30, 2024 or (ii) the acceleration of the obligations as contemplated under the promissory note including the successful completion of an equity offering of at least $15,000,000 (a) 400,000 400,000 Note payable at 12% interest dated April 6, 2023 and matures the earlier of (i) September 30, 2024 or (ii) the acceleration of the obligations as contemplated under the promissory note (b) 400,000 - Convertible note payable, convertible at $1.60 per share, at 7%, maturing April 4, 2023 (c) — 890,000 Convertible note payable, convertible at $1.20 per share, at 10%, maturing February 13, 2024 (c) 840,000 — Term note payable, at prime plus 3% interest, applied on a deferred basis (7.75% at June 30, 2023 and 6.25% at December 31, 2022) maturing August 11, 2024 1,669,940 2,324,236 Total Notes Payable 8,909,940 9,214,236 Less: Debt Discount (631,933) (840,398) $ 8,278,007 $ 8,373,838 (a) On February 28, 2022, the Company was obligated to issue 125,000 shares of common stock as further consideration for making this loan to the Company. The shares were issued in April 2022. (b) On April 6, 2023, the Company entered into a promissory note with principal balance of $400,000 bearing interest at 12% per annum. This promissory note matures at the earlier of September 30, 2024 or at the acceleration of the obligations under the promissory note. Interest is paid in monthly installments and the total principal is due upon maturity. (c) On February 13, 2023, the Company entered into a series of transactions with Crom Cortana Fund LLC (“Crom”), the primary purpose of which is related to the GTMR acquisition entered into on March 22, 2023. In connection therewith, the Company and Crom entered into an agreement to pay off the amount owed to Crom under the terms of the convertible promissory note in the original principal amount of $1,050,000 due April 4, 2023 ("Prior Crom Note"). In consideration of a $300,000 cash payment and 556,250 shares of common stock representing conversion of the remaining principal balance of the Company’s obligations under the Prior Crom Note are deemed satisfied reducing the balance to zero; we induced conversion of the debt, which effectively extinguished the debt. Simultaneously therewith, the parties entered into the Securities Purchase Agreement (the “2023 SPA”) pursuant to which Crom purchased (a) a convertible promissory note in the principal amount of $840,000 (the “2023 Note Payable”), which matures February 13, 2024 and bears interest at a per annum rate equal to 10% to be paid monthly, and (b) a warrant pursuant to which Crom has the right to purchase up to 700,000 shares of the Company’s common stock (the “2023 Warrant”) at an exercise price of $1.38 which expire 60 months from the date of issuance. The proceeds of the 2023 Note Payable were used primarily to fund the GTMR acquisition, as well as fund the aforementioned debt repayment. Interest expense which includes amortization of discount for the three and six months ended June 30, 2023 was $473,461 and $958,461, respectively, and $518,643 and $787,219 for the three and six months ended June 30, 2022, respectively. Accrued interest on the notes payable as of June 30, 2023 was $0. Each note discussed above will reach maturity during 2024. Future principal payments are scheduled to be $706,943 and $8,202,997 in 2023 and 2024, respectively. |
Note Payable - Related Party
Note Payable - Related Party | 6 Months Ended |
Jun. 30, 2023 | |
NOTE PAYABLE RELATED PARTY [Abstract] | |
Note Payable - Related Party | Note Payable – Related Party The Company entered into a note payable with a related party in August 2021 with balances as of June 30, 2023 (unaudited) and December 31, 2022, as follows: June 30, December 31, Note payable at 5% due December 31, 2024, in connection with the acquisition of SSI $ 400,000 $ 400,000 Interest expense for the three and six months ended June 30, 2023 was $4,984 and $9,912, respectively, and $4,990 and $9,918 for the three and six months ended June 30, 2022, respectively. The entire note payable – related party balance is reflected in noncurrent liabilities. |
Revolving Credit Facility
Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility | Revolving Credit Facility On April 4, 2022, the Company secured a $950,000 revolving credit facility with Live Oak Bank (“Revolving Credit Facility”). The Revolving Credit Facility matures on March 28, 2029, and draws on it are charged interest at the rate of prime plus 2.75% per annum. Interest is payable monthly. On April 12, 2022, the Company was advanced $300,025 and on January 19, 2023, the Company was advanced an additional $325,000 under the Revolving Credit Facility. The Company currently has $625,025 outstanding on the Revolving Credit Facility. The Company incurred $26,442 in interest in the six months ended June 30, 2023, none of which is accrued as of June 30, 2023. |
Due To Seller
Due To Seller | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Due To Seller | Due to Seller In the acquisition of GTMR, the Company was obligated to pay $1,250,000 which included $350,000 held back to satisfy any net working capital deficiencies. This balance is scheduled to be paid six months following the closing date and is currently recorded in current liabilities on the Company's consolidated balance sheets as of June 30, 2023. In the acquisition of GTMR, the Company also issued an Accounts Receivable Note to the sellers of GTMR whereby the Company is obligated to pay the sellers a principal amount of $206,587, adjusted for deficiencies in net working capital, for four months following the closing date of the acquisition. The Company determined a net working capital deficiency of $49,740 resulting in an amount due to the sellers of $156,847. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On October 13, 2022, the Company effected a 1-for-20 reverse split ("Reverse Stock Split") of our authorized and outstanding shares of common stock. As a result of the Reverse Stock Split, all authorized and outstanding common stock and per share amounts in this Quarterly Report on Form 10-Q, including but not limited to, the consolidated financial statements and footnotes included herein, have been adjusted to reflect the Reverse Stock Split for all periods presented. Preferred Stock The Company has 50,000,000 shares of preferred stock authorized. The Company has designated a Series A Preferred Stock, Series B Preferred Stock, and a Series C Preferred Stock. Series A Preferred Stock The Company has designated 10,000,000 shares of Series A Preferred Stock, par value of $0.0001. As of June 30, 2023 and December 31, 2022, the Company has 5,875,000 shares of Series A Preferred Stock issued and outstanding, which is convertible into 587,500 shares of the Company's common stock. For the six months ended June 30, 2023, the Company recognized $36,538 in Series A dividends, all of which has been paid as of June 30, 2023. Series B Preferred Stock The Company has designated 10,000,000 shares of Series B Preferred Stock, par value of $0.0001. As of June 30, 2023 and December 31, 2022, the Company has 0 shares of Series B Preferred Stock issued and outstanding. Series C Preferred Stock The Company has designated 10,000,000 shares of Series C Preferred Stock, par value of $0.0001. As of June 30, 2023 and December 31, 2022, the Company has 770,000 shares of Series C Preferred Stock issued and outstanding, which is convertible into 481,250 shares of the Company's common stock. For the six months ended June 30, 2023, the Company recognized $23,600 in Series C dividends, all of which has been paid as of June 30, 2023. Common Stock The Company has 3,000,000,000 shares of common stock, par value $0.0001 authorized. The Company has 47,373,712 and 41,699,363 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. Shares issued during the six months ended June 30, 2023 were as follows: • The Company issued 188,529 shares for services; • 4,866,570 shares issued in the acquisition of GTMR; • 556,250 shares issued to partially extinguish the Prior Crom Note; • 63,000 shares issued to an existing shareholder in a private placement at $2.00 per share. During the six months ended June 30, 2023, the Company issued 314,600 restricted shares of common stock, that vest ratably over a period of one year, to its Board of Directors for their service. Any unvested restricted shares of common stock are forfeited upon termination of the Board members position on the Board of Directors prior to the end of 2023. As of June 30, 2023, there were 188,529 total restricted shares of common stock that have vested and 126,071 that are expected to vest during the remainder of 2023. Warrants The following represents a summary of warrants for the six months ended June 30, 2023 and the year ended December 31, 2022: Six Months Ended Year Ended Number Weighted Number Weighted Beginning balance 5,678,836 $ 1.84 3,161,568 $ 1.60 Granted 1,765,862 1.17 2,517,268 2.22 Ending balance 7,444,698 $ 1.68 5,678,836 $ 1.84 Warrants exercisable 7,444,698 5,678,836 Intrinsic value of warrants $ 545,358 $ 1,374,303 Weighted Average Remaining Contractual Life (Years) 5.20 5.48 No warrants were granted during the three months ended June 30, 2023. During the six months ended June 30, 2023, the Company granted 1,065,862 warrants to two of its officers at $1.04 per share that expire on March 22, 2030. The warrants were issued as part of a bonus achieved under the respective employment agreements for two of the officers of the Company. The Company also granted 700,000 warrants to Crom, as part of the debt transaction discussed in Note 7, at $1.38 per share that expire on February 13, 2028. All of the warrants have been fully expensed through June 30, 2023. Options The Company on November 9, 2021, approved the Stock Incentive Plan, that authorizes the Company to grant up to 2,500,000 shares and options. Prior to this date, the granting of options was not done in accordance with a stock option plan. As of June, 30, 2023, 862,500 stock options have been granted under the Stock Incentive Plan. The following represents a summary of options for the six months ended June 30, 2023 and the year ended December 31, 2022: Number Weighted Weighted-Average Remaining Contractual Term (in Years) Weighted Outstanding, December 31, 2022 6,425,000 $ 2.69 5.63 $ 4.26 Granted 812,500 1.62 6.84 1.10 Exercised — — — — Forfeited — — — — Outstanding. March 31, 2023 7,237,500 $ 2.57 5.55 $ 3.91 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding, June 30, 2023 7,237,500 $ 2.57 5.30 $ 3.91 As of June 30, 2023 Vested and exercisable 3,511,122 $ 2.31 5.02 $ 3.21 During the six months ended June 30, 2023, the Company recognized $3,525,463 of noncash stock based compensation related to the vesting of service-based stock options. No options were exercised during the six months ended June 30, 2023. The fair value of each option and warrant is estimated using the Black-Scholes valuation model. Changes to these inputs could produce a significantly higher or lower fair value measurement. The following assumptions were used for the periods as follows: Three Months Year Expected term 7 years 7 years Expected volatility 116 – 162% 114 – 157% Expected dividend yield — — Risk-free interest rate 3.53 – 3.89% 2.00% - 4.18% |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. U.S. GAAP sets forth a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels are as follows: Level 1 – defined as observable inputs, such as quoted market prices in active markets. Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and cash equivalents, accounts receivable, accounts payable, contingent consideration and derivative liabilities. The estimated fair value of cash and cash equivalents, accounts receivable, and accounts payable approximates their carrying value. The Company issued common stock, a convertible note, and warrants in a securities purchase agreement with Crom (“Derivative Liabilities”) in 2022. During the three months ended March 31, 2023, the Company terminated the Prior Crom Note through an induced conversion and extinguished the conversion option liability associated with the Prior Crom Note. As part of this transaction, the Company entered into the 2023 Note Payable with Crom and issued common stock, a convertible note, and warrants under the 2023 SPA. The Company evaluated the conversion option in the convertible note and the warrants to determine proper accounting treatment and determined them to be Derivative Liabilities. The Derivative Liabilities identified have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company has incurred a liability for the estimated fair value of Derivative Liabilities. The estimated fair value of the Derivative Liabilities has been calculated using a binomial pricing model with key input variables by an independent third party, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense). The contingent earnout included in total consideration for the SSI acquisition, included in current liabilities on the Consolidated Balance Sheets, is measured at fair value on a recurring basis using the present value approach, which incorporates factors such as revenue growth and forecasted adjusted EBITDA to estimate expected value. Changes in fair value of the contingent earnout are recorded as gains or losses on revaluation in other income (expense) on the Consolidated Statements of Operations. The Company determined that the significant inputs used to value the Derivative Liabilities and the contingent earnout fall within Level 3 of the fair value hierarchy. As a result, the Company has determined that the valuation of its Derivative Liabilities and contingent earnout are classified in Level 3 of the fair value hierarchy as shown in the table below: Fair Value Measurements at June 30, 2023 Level 1 Level 2 Level 3 Total Crom Derivative Liabilities $ — $ — $ 202,000 $ 202,000 Prior Crom Note warrant liability $ — $ — $ 165,000 $ 165,000 Contingent earnout $ — $ — $ 877,000 $ 877,000 Total $ — $ — $ 1,244,000 $ 1,244,000 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Crom Derivative Liabilities $ - $ - $ 824,000 $ 824,000 Contingent earnout $ - $ - $ 812,000 $ 812,000 Total $ - $ - $ 1,636,000 $ 1,636,000 The Company’s derivative liabilities as of June 30, 2023 and December 31, 2022 associated with the Derivative Liabilities are as follows. June 30, 2023 December 31, Inception Fair value of conversion option of Prior Crom note $ — $ 191,000 $ 314,000 Fair value of 656,250 warrants on April 4, 2022 165,000 633,000 378,000 Fair value of conversion option of Crom Cortana Fund LLC convertible note 29,000 — 162,000 Fair value of 700,000 warrants on February 13, 2023 173,000 — 259,000 $ 367,000 $ 824,000 Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each Derivative Instrument is estimated using a binomial valuation model. The following assumptions were used for the period as follows: June 30, Expected term – conversion option 0.60 years Expected term - warrants 4.60 years Stock price as of measurement date $ 0.50 Equity volatility - unadjusted 111.10 % Volatility haircut 5.00 % Selected volatility – post haircut 107.20 % Senior unsecured synthetic credit rating CCC+ OAS differential between CCC+ and B- bonds 881 bps Risk-free interest rate 8.35 % |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations Concentration of Credit Risk. The Company’s customer base is concentrated with a relatively small number of customers. The Company does not generally require collateral or other security to support accounts receivable. To reduce credit risk, the Company performs ongoing credit evaluations on its customers’ financial condition. The Company establishes allowances for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends, and other information. For the six months ended June 30, 2023 and 2022, the Company had two customers representing 44% and 38% of revenue earned, respectively. Any customer that represents 10% or greater of total revenue represents a risk. The Company also has three customers that represent 57% and 60% of the total accounts receivable as of June 30, 2023 and December 31, 2022, respectively. |
Commitments
Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | CommitmentsAs part of the acquisition of GTMR, the Company entered into an employment agreement with the GTMR Chief Executive Officer (the "Executive") on March 22, 2023 for a three year term. During the term of the employment agreement, the Company shall pay the Executive an annual base salary of $200,000 (the “Base Salary”). The Base Salary shall be payable to the Executive during the term in substantially equal installments in accordance with the Company’s customary payroll practices. The Executive, as of the date of the acquisition, was awarded an incentive stock option to purchase 300,000 shares of the the Company’s Common Stock (the “Options”). The Executive is also eligible to receive an annual bonus (the “Annual Bonus”) in fiscal year 2023 which, provided GTMR obtains a net profit above $1,000,000 (the “Threshold”), shall be awarded in an amount equal to $0.25 for every $1 above the Threshold up to a net profit of $2,000,000. The Annual Bonus amount payable to the Executive for fiscal year 2023 shall not exceed $250,000. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company's quarterly provision for income taxes is measured using an estimated annual effective tax rate adjusted for discrete items that occur within the quarter. The effective income tax rate was (0.7)% and (23.3)% for the three months ended June 30, 2023 and 2022, respectively, and 16.4% and (13.8)% for the six months ended June 30, 2023 and 2022, respectively. The decrease in the effective tax rate was primarily due to the establishment of a valuation allowance against the Company's net deferred tax assets in the three months ended June 30, 2022. The increase in the effective tax rate for the six months was primarily due to the release of the valuation allowance due to the increase in deferred tax liabilities that related to the GTMR acquisition in the first quarter of 2023. |
Factoring of Accounts Receivabl
Factoring of Accounts Receivable | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Factoring of Accounts Receivable | Factoring of Accounts Receivable On January 24, 2023, GTMR (acquired by the Company on March 22, 2023 and discussed in Note 3) entered into a factoring agreement (the “Factoring Agreement”) with Republic Capital Access LLC (“RCA”) wherein GTMR agreed to sell certain of its accounts receivable, up to a limit of $1,000,000 without recourse. During the six months ended June 30, 2023, total receivables sold under the Factoring Agreement was $1,335,813. Without recourse indicates that the Company assigns and transfers its rights, title, and interest in and to the accounts receivable to RCA, meaning that the Company will not be liable to repay all or any portion of the advance amount if any portion of the accounts receivable is not paid by the Company’s customer(s). Information on accounts receivable identified for factoring are provided and verified by RCA prior to being accepted for factoring. Pursuant to the Factoring Agreement, the Company will receive an initial payment of 90% or 85% on prime contracts or subcontracts, respectively. The remaining balance of the receivable is paid upon receipt of payment by RCA, less RCA factoring fees. The Company pays factoring fees associated with the sale of receivables based on the dollar value of the receivables sold. Factoring fees paid under this arrangement were $8,257 for the six months ended June 30, 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsCastellum, Inc. has performed an evaluation of subsequent events through the date the consolidated financial statements were issued. This evaluation did not result in any subsequent events that necessitated disclosure and/or adjustments. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation The accompanying consolidated financial statements, including the notes, include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). All intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation for Interim Periods Certain information and footnote disclosures normally included for the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted for the interim periods presented. We believe that the unaudited interim financial statements include all adjustments (which are normal and recurring in nature) necessary to present fairly our financial position and the results of operations and cash flows for the periods presented. The results of operations for the interim periods presented are not necessarily indicative of results that may be expected for the year or future periods. The financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2022 included in our Annual Report on Form 10-K for the year then ended. We have continued to follow the accounting policies set forth in those financial statements. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers . The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met. The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue. Revenue is derived primarily from services provided to the Federal government. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services and solutions are transferred to the customer. The Company also evaluates whether two or more agreements should be accounted for as one single contract. When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract. The Company estimates variable consideration as the most likely amount to which the Company expects to be entitled limited to the extent that it is probable that a significant reversal will not occur in a subsequent period. At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. For most contracts, the customers require the Company to perform several tasks in providing an integrated output and, hence, each of these contracts are deemed as having only one performance obligation. When contracts are separated into multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised services underlying each performance obligation. This evaluation requires professional judgment, and it may impact the timing and pattern of revenue recognition. If multiple performance obligations are identified, the Company generally uses the cost plus a margin approach to determine the relative standalone selling price of each performance obligation. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between when payment by the client and the transfer of promised services to the client occur will be less than one year. The Company currently generates its revenue from three different types of contractual arrangements: cost plus fixed fee (“CPFF”), firm-fixed-price contracts (“FFP”) and time-and-materials (“T&M”) contracts. The Company generally recognizes revenue over time as control is transferred to the customer, based on the extent of progress towards satisfaction of the performance obligation. The selection of the method used to measure progress requires judgment and is dependent on the contract type and the nature of the goods or services to be provided. For CPFF contracts, the Company uses input progress measures to derive revenue based on hours worked on contract performance as follows: direct costs plus Defense Contract Audit Agency (“DCAA”) approved provisional burdens plus fee. The provisional indirect rates are adjusted and billed at actual at year end. Revenue from FFP contracts is generally recognized ratably over the contract term, using a time-based measure of progress, even if billing is based on other metrics or milestones, including specific deliverables. For T&M contracts, the Company uses input progress measures to estimate revenue earned based on hours worked on contract performance at negotiated billing rates, plus direct costs and indirect cost burdens associated with materials and the direct expenses incurred in performance of the contract. These arrangements generally qualify for the “right-to-invoice” practical expedient where revenue is recognized in proportion to billable consideration. FFP Level-Of-Effort contracts are substantially similar to T&M contracts except that the Company is required to deliver a specified level-of-effort over a stated period. For these contracts, the Company estimates revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required workforce. Revenue generated by contract support service contracts is recognized over time as services are provided, based on the transfer of control. Revenue generated by FFP contracts is recognized over time as performance obligations are satisfied. Most contracts do not contain variable consideration and contract modifications are generally minimal. For these reasons, there is not a significant impact of electing these transition practical expedients. Revenue generated from contracts with Federal, state, and local governments is recorded over time, rather than at a point in time. Under the contract support services contracts, the Company performs software design work as it is assigned by the customer, and bills the customer, generally semi-monthly, on either a CPFF or T&M basis, as labor hours are expended. Certain other government contracts for software development have specific deliverables and are structured as FFP contracts, which are generally billed as the performance obligations under the contract are met. Revenue recognition under FFP contracts requires judgment to allocate the transaction price to the performance obligations. Contracts may have terms up to five years. Contract accounting requires judgment relative to assessing risks and estimating contract revenue and costs and assumptions for schedule and technical issues. Due to the size and nature of contracts, estimates of revenue and costs are subject to a number of variables. For contract change orders, claims or similar items, judgment is required for estimating the amounts, assessing the potential for realization and determining whether realization is probable. Estimates of total contract revenue and costs are continuously monitored during the term of the contract and are subject to revision as the contract progresses. From time to time, facts develop that require revisions of revenue recognized or cost estimates. To the extent that a revised estimate affects the current or an earlier period, the cumulative effect of the revision is recognized in the period in which the facts requiring the revision become known. The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers . The Company recognizes the cost of sales of a contract as expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfill a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained. The following table disaggregates the Company’s revenue by contract type for the six months ended June 30: 2023 2022 Revenue: Time and material $ 12,934,662 $ 10,946,928 Firm fixed price 1,641,322 3,635,560 Cost plus fixed fee 7,836,831 6,462,904 Total $ 22,412,815 $ 21,045,392 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows, or disclosures. There have been no recently issued accounting pronouncements as of June 30, 2023 that would materially impact the Company. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Company's Revenue By Contract Type | The following table disaggregates the Company’s revenue by contract type for the six months ended June 30: 2023 2022 Revenue: Time and material $ 12,934,662 $ 10,946,928 Firm fixed price 1,641,322 3,635,560 Cost plus fixed fee 7,836,831 6,462,904 Total $ 22,412,815 $ 21,045,392 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisition, Pro Forma Information | These unaudited pro forma results of operations are based on the historical financial statements of each of the companies. For the six months ended June 30, 2023 Revenues $ 25,379,875 Net loss $ (6,293,003) Net loss per share - basic $ (0.15) For the six months ended June 30, 2022 Revenues $ 28,830,236 Net loss $ (5,379,080) Net loss per share - basic $ (0.24) |
GTMR | |
Business Acquisition [Line Items] | |
Schedule of Assets and Liabilities Acquired | The following represents the preliminary assets and liabilities acquired in this acquisition: March 31, 2023 Adjustments June 30, 2023 Cash $ 475,000 $ — $ 475,000 Accounts receivable other receivables 1,380,203 (9,384) 1,370,819 Income tax receivable 155,449 (127,992) 27,457 Prepaid expenses 116,892 (30,856) 86,036 Other asset 17,182 — 17,182 Furniture and equipment 163,301 103,760 267,061 Right of use asset – operating lease — 641,392 641,392 Customer relationships 2,426,000 — 2,426,000 Right of use asset - finance lease — 17,456 17,456 Tradename 517,000 — 517,000 Backlog 1,774,000 — 1,774,000 Goodwill 1,822,466 37,478 1,859,944 Deferred tax liability (1,244,368) — (1,244,368) Lease liability – operating lease (17,608) (603,799) (621,407) Lease liability – finance lease — (12,549) (12,549) Accounts payable and accrued expenses $ (1,030,957) $ 141,341 $ (889,616) Net assets acquired $ 6,554,560 $ 156,847 $ 6,711,407 The consideration paid for GTMR was as follows: Cash $ 470,233 Due to Seller 350,000 Other consideration 17,791 Cash from factoring 411,975 Common stock 5,304,561 Accounts receivable note 156,847 Total consideration paid $ 6,711,407 |
LSG | |
Business Acquisition [Line Items] | |
Schedule of Assets and Liabilities Acquired | The following represents the assets and liabilities acquired in this acquisition: Receivable from seller $ 413,609 Due from employee/travel advance 5,000 Miscellaneous license 2,394 Customer relationships 785,000 Non-compete agreements 10,000 Backlog 489,000 Goodwill 1,471,000 Net assets acquired $ 3,176,003 The consideration paid for the acquisition of LSG was as follows: Common stock (600,000 shares issued May 4, 2022) $ 2,280,000 Holdback shares (25,000 shares due six months after the closing date) 95,000 Cash 250,000 Due to seller (cash) 551,003 $ 3,176,003 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Fixed Assets | Fixed assets consisted of the following as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, 2022 Equipment $ 230,092 $ 141,732 Furniture 43,119 32,574 Software 71,928 - Leasehold improvements 192,962 83,266 Total fixed assets 538,101 257,572 Accumulated depreciation (143,463) (84,222) Fixed assets, net $ 394,638 $ 173,350 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following as of June 30, 2023 and December 31, 2022: June 30, December 31, Customer relationships 4.5– 15 years $ 11,961,000 $ 9,535,000 Tradename 4.5 years 783,000 266,000 Trademark 10-15 years 533,864 533,864 Backlog 2-5 years 3,210,000 1,436,000 Non-compete agreement 3-5 years 684,000 684,000 17,171,864 12,454,864 Accumulated amortization (6,945,372) (5,820,697) Intangible assets, net $ 10,226,492 $ 6,634,167 |
Schedule of Future Amortization of Intangible Assets | Future amortization of the intangible assets for the next five years as of June 30 are as follows: 2023 $ 1,255,628 2024 2,074,686 2025 1,453,000 2026 1,242,863 2027 1,034,302 Thereafter 3,166,013 Total $ 10,226,492 |
Schedule of Goodwill | The activity of goodwill for the six months ended June 30, 2023, is as follows: Corvus SSI MFSI Total December 31, 2022 6,387,741 8,461,150 685,073 15,533,964 Goodwill acquired through acquisitions — 1,859,944 — 1,859,944 June 30, 2023 6,387,741 10,321,094 685,073 17,393,908 |
Convertible Promissory Notes _2
Convertible Promissory Notes - Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable [Abstract] | |
Schedule of convertible promissory notes, Related party | The Company entered into convertible promissory notes – related parties as follows as of June 30, 2023 and December 31, 2022: June 30, December 31, Convertible note payable with a trust related to one of the Company’s directors, convertible at $0.26 per share, at 5% interest (amended April 4, 2022) 3,209,617 3,209,617 Less: Beneficial conversion feature discount (1,603,602) (2,210,187) $ 1,606,015 $ 999,430 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Notes Payable [Abstract] | |
Schedule of notes payable | The Company entered into notes payable as follows as of June 30, 2023 and December 31, 2022: June 30, 2023 December 31, Note payable at 7% originally due November 2023, maturing September 30, 2024 $ 5,600,000 $ 5,600,000 Note payable at 10% interest dated February 28, 2022 and matures the earlier of (i) September 30, 2024 or (ii) the acceleration of the obligations as contemplated under the promissory note including the successful completion of an equity offering of at least $15,000,000 (a) 400,000 400,000 Note payable at 12% interest dated April 6, 2023 and matures the earlier of (i) September 30, 2024 or (ii) the acceleration of the obligations as contemplated under the promissory note (b) 400,000 - Convertible note payable, convertible at $1.60 per share, at 7%, maturing April 4, 2023 (c) — 890,000 Convertible note payable, convertible at $1.20 per share, at 10%, maturing February 13, 2024 (c) 840,000 — Term note payable, at prime plus 3% interest, applied on a deferred basis (7.75% at June 30, 2023 and 6.25% at December 31, 2022) maturing August 11, 2024 1,669,940 2,324,236 Total Notes Payable 8,909,940 9,214,236 Less: Debt Discount (631,933) (840,398) $ 8,278,007 $ 8,373,838 (a) On February 28, 2022, the Company was obligated to issue 125,000 shares of common stock as further consideration for making this loan to the Company. The shares were issued in April 2022. (b) On April 6, 2023, the Company entered into a promissory note with principal balance of $400,000 bearing interest at 12% per annum. This promissory note matures at the earlier of September 30, 2024 or at the acceleration of the obligations under the promissory note. Interest is paid in monthly installments and the total principal is due upon maturity. (c) On February 13, 2023, the Company entered into a series of transactions with Crom Cortana Fund LLC (“Crom”), the primary purpose of which is related to the GTMR acquisition entered into on March 22, 2023. In connection therewith, the Company and Crom entered into an agreement to pay off the amount owed to Crom under the terms of the convertible promissory note in the original principal amount of $1,050,000 due April 4, 2023 ("Prior Crom Note"). In consideration of a $300,000 cash payment and 556,250 shares of common stock representing conversion of the remaining principal balance of the Company’s obligations under the Prior Crom Note are deemed satisfied reducing the balance to zero; we induced conversion of the debt, which effectively extinguished the debt. Simultaneously therewith, the parties entered into the Securities Purchase Agreement (the “2023 SPA”) pursuant to which Crom purchased (a) a convertible promissory note in the principal amount of $840,000 (the “2023 Note Payable”), which matures February 13, 2024 and bears interest at a per annum rate equal to 10% to be paid monthly, and (b) a warrant pursuant to which Crom has the right to purchase up to 700,000 shares of the Company’s common stock (the “2023 Warrant”) at an exercise price of $1.38 which expire 60 months from the date of issuance. The proceeds of the 2023 Note Payable were used primarily to fund the GTMR acquisition, as well as fund the aforementioned debt repayment. |
Note Payable - Related Party (T
Note Payable - Related Party (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
NOTE PAYABLE RELATED PARTY [Abstract] | |
Schedule of notes payable to related party | The Company entered into a note payable with a related party in August 2021 with balances as of June 30, 2023 (unaudited) and December 31, 2022, as follows: June 30, December 31, Note payable at 5% due December 31, 2024, in connection with the acquisition of SSI $ 400,000 $ 400,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrants | The following represents a summary of warrants for the six months ended June 30, 2023 and the year ended December 31, 2022: Six Months Ended Year Ended Number Weighted Number Weighted Beginning balance 5,678,836 $ 1.84 3,161,568 $ 1.60 Granted 1,765,862 1.17 2,517,268 2.22 Ending balance 7,444,698 $ 1.68 5,678,836 $ 1.84 Warrants exercisable 7,444,698 5,678,836 Intrinsic value of warrants $ 545,358 $ 1,374,303 Weighted Average Remaining Contractual Life (Years) 5.20 5.48 |
Schedule of Options | The following represents a summary of options for the six months ended June 30, 2023 and the year ended December 31, 2022: Number Weighted Weighted-Average Remaining Contractual Term (in Years) Weighted Outstanding, December 31, 2022 6,425,000 $ 2.69 5.63 $ 4.26 Granted 812,500 1.62 6.84 1.10 Exercised — — — — Forfeited — — — — Outstanding. March 31, 2023 7,237,500 $ 2.57 5.55 $ 3.91 Granted — — — — Exercised — — — — Forfeited — — — — Outstanding, June 30, 2023 7,237,500 $ 2.57 5.30 $ 3.91 As of June 30, 2023 Vested and exercisable 3,511,122 $ 2.31 5.02 $ 3.21 |
Schedule of Stock Options, Valuation Assumptions | The following assumptions were used for the periods as follows: Three Months Year Expected term 7 years 7 years Expected volatility 116 – 162% 114 – 157% Expected dividend yield — — Risk-free interest rate 3.53 – 3.89% 2.00% - 4.18% |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of derivative liabilities and the contingent earnout fall | As a result, the Company has determined that the valuation of its Derivative Liabilities and contingent earnout are classified in Level 3 of the fair value hierarchy as shown in the table below: Fair Value Measurements at June 30, 2023 Level 1 Level 2 Level 3 Total Crom Derivative Liabilities $ — $ — $ 202,000 $ 202,000 Prior Crom Note warrant liability $ — $ — $ 165,000 $ 165,000 Contingent earnout $ — $ — $ 877,000 $ 877,000 Total $ — $ — $ 1,244,000 $ 1,244,000 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Total Crom Derivative Liabilities $ - $ - $ 824,000 $ 824,000 Contingent earnout $ - $ - $ 812,000 $ 812,000 Total $ - $ - $ 1,636,000 $ 1,636,000 |
Summary of derivative liabilities | The Company’s derivative liabilities as of June 30, 2023 and December 31, 2022 associated with the Derivative Liabilities are as follows. June 30, 2023 December 31, Inception Fair value of conversion option of Prior Crom note $ — $ 191,000 $ 314,000 Fair value of 656,250 warrants on April 4, 2022 165,000 633,000 378,000 Fair value of conversion option of Crom Cortana Fund LLC convertible note 29,000 — 162,000 Fair value of 700,000 warrants on February 13, 2023 173,000 — 259,000 $ 367,000 $ 824,000 |
Summary of fair value measurements | Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each Derivative Instrument is estimated using a binomial valuation model. The following assumptions were used for the period as follows: June 30, Expected term – conversion option 0.60 years Expected term - warrants 4.60 years Stock price as of measurement date $ 0.50 Equity volatility - unadjusted 111.10 % Volatility haircut 5.00 % Selected volatility – post haircut 107.20 % Senior unsecured synthetic credit rating CCC+ OAS differential between CCC+ and B- bonds 881 bps Risk-free interest rate 8.35 % |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | Oct. 17, 2022 USD ($) | Oct. 13, 2022 |
IPO | CISD | ||
Nature Of Operations [Line Items] | ||
Stock split ratio | 0.05 | 0.05 |
Public Offering | ||
Nature Of Operations [Line Items] | ||
Proceeds from issuance of common stock | $ 3,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Company's Revenue By Contract Type (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | $ 22,412,815 | $ 21,045,392 |
Time and material | ||
Accounting Policies [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 12,934,662 | 10,946,928 |
Firm fixed price | ||
Accounting Policies [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | 1,641,322 | 3,635,560 |
Cost plus fixed fee | ||
Accounting Policies [Line Items] | ||
Revenue from contract with customer, excluding assessed tax | $ 7,836,831 | $ 6,462,904 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||||
Jun. 30, 2023 | May 04, 2022 | Apr. 15, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 22, 2023 | Aug. 05, 2021 | |
Business Acquisition [Line Items] | |||||||
Cash paid to seller from factoring | $ 411,975 | $ 0 | |||||
Cash | $ 470,233 | $ 250,000 | |||||
GTMR | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition percentage of voting interests acquired | 100% | ||||||
Cash paid to seller from factoring | $ 411,975 | ||||||
Cash | 470,233 | ||||||
Other consideration | $ 17,791 | ||||||
Business combination transaction costs incurred | $ 185,896 | ||||||
LSG | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 250,000 | ||||||
Business combination transaction costs incurred | $ 44,752 | ||||||
Business combination equity interests issued or issuable number of shares (in shares) | 625,000 | ||||||
Shares issued to acquire GTMR (in shares) | 600,000 | ||||||
Business combination contingent consideration payable in shares | 25,000 | ||||||
LSG | Common Stock | |||||||
Business Acquisition [Line Items] | |||||||
Business combination equity interests issued or issuable number of shares (in shares) | 600,000 | ||||||
LSG | Holdback Shares | |||||||
Business Acquisition [Line Items] | |||||||
Business combination equity interests issued or issuable number of shares (in shares) | 25,000 | ||||||
LSG | Tranche Two | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 250,000 | ||||||
LSG | Tranche Three | |||||||
Business Acquisition [Line Items] | |||||||
Business combination cash consideration payable | $ 280,000 |
Acquisitions - Schedule of Asse
Acquisitions - Schedule of Assets and Liabilities Acquired (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Mar. 22, 2023 | Apr. 15, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Furniture and equipment | $ 538,101 | $ 538,101 | $ 538,101 | $ 257,572 | ||||
Right of use asset – operating lease | 641,392 | 641,392 | 641,392 | $ 0 | ||||
Adjustment to right of use asset - operating lease | 641,392 | |||||||
Right of use asset - finance lease | 17,456 | 17,456 | 17,456 | 0 | ||||
Adjustment to right of use asset - finance lease | 17,456 | |||||||
Goodwill | 17,393,908 | 17,393,908 | 17,393,908 | $ 15,533,964 | ||||
The consideration paid for the acquisition | ||||||||
Cash | 470,233 | $ 250,000 | ||||||
Cash paid to seller from factoring | 411,975 | $ 0 | ||||||
GTMR | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | 475,000 | 475,000 | 475,000 | 475,000 | ||||
Adjustment to cash | 0 | |||||||
Accounts receivable other receivables | 1,370,819 | 1,370,819 | 1,370,819 | 1,380,203 | ||||
Adjustment to accounts receivable other receivables | (9,384) | |||||||
Income tax receivable | 27,457 | 27,457 | 27,457 | 155,449 | ||||
Adjustment to income tax receivable | (127,992) | |||||||
Prepaid expenses | 86,036 | 86,036 | 86,036 | 116,892 | ||||
Adjustment to prepaid expenses | (30,856) | |||||||
Other asset | 17,182 | 17,182 | 17,182 | 17,182 | ||||
Adjustment to other asset | 0 | |||||||
Furniture and equipment | 267,061 | 267,061 | 267,061 | 163,301 | ||||
Adjustment to furniture and equipment | 103,760 | |||||||
Goodwill | 1,859,944 | 1,859,944 | 1,859,944 | 1,822,466 | ||||
Adjustment to goodwill | 37,478 | |||||||
Deferred tax liability | (1,244,368) | (1,244,368) | (1,244,368) | (1,244,368) | ||||
Adjustment to deferred tax liability | 0 | |||||||
Lease liability – operating lease | (621,407) | (621,407) | (621,407) | (17,608) | ||||
Adjustment to lease liability - operating lease | 603,799 | |||||||
Lease liability – finance lease | 12,549 | 12,549 | 12,549 | 0 | ||||
Adjustment to lease liability - finance lease | 12,549 | |||||||
Accounts payable and accrued expenses | (889,616) | (889,616) | (889,616) | (1,030,957) | ||||
Adjustment to accounts payable and accrued expenses | (141,341) | |||||||
Net assets acquired | 6,711,407 | 6,711,407 | 6,711,407 | 6,554,560 | ||||
The consideration paid for the acquisition | ||||||||
Cash | 470,233 | |||||||
Due to seller (cash) | 350,000 | $ 350,000 | ||||||
Other consideration | 17,791 | |||||||
Cash paid to seller from factoring | 411,975 | |||||||
Common stock | 5,304,561 | |||||||
Accounts receivable note | 156,847 | $ 206,587 | ||||||
Total | 6,711,407 | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Assets | 156,847 | |||||||
GTMR | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | 2,426,000 | 2,426,000 | 2,426,000 | 2,426,000 | ||||
Adjustment to intangibles | 0 | |||||||
GTMR | Tradename | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | 517,000 | 517,000 | 517,000 | 517,000 | ||||
Adjustment to intangibles | 0 | |||||||
GTMR | Backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | $ 1,774,000 | 1,774,000 | $ 1,774,000 | $ 1,774,000 | ||||
Adjustment to intangibles | $ 0 | |||||||
LSG | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 1,471,000 | |||||||
Receivable from seller | 413,609 | |||||||
Due from employee/travel advance | 5,000 | |||||||
Net assets acquired | 3,176,003 | |||||||
The consideration paid for the acquisition | ||||||||
Holdback shares (25,000 shares due six months after the closing date) | 95,000 | |||||||
Cash | 250,000 | |||||||
Due to seller (cash) | 551,003 | |||||||
Common stock | 2,280,000 | |||||||
Total | 3,176,003 | |||||||
LSG | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | 785,000 | |||||||
LSG | Backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | 489,000 | |||||||
LSG | Miscellaneous license | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | 2,394 | |||||||
LSG | Non-compete agreements | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangibles | $ 10,000 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition, Pro Forma Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 25,379,875 | $ 28,830,236 |
Net loss | $ (6,293,003) | $ (5,379,080) |
Net loss per share - basic (in usd per share) | $ (0.15) | $ (0.24) |
Fixed Assets - Summary of Fixed
Fixed Assets - Summary of Fixed Assets (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 538,101 | $ 257,572 |
Accumulated depreciation | (143,463) | (84,222) |
Fixed assets, net | 394,638 | 173,350 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 230,092 | 141,732 |
Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 43,119 | 32,574 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 71,928 | 0 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 192,962 | $ 83,266 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 46,364 | $ 6,150 | $ 66,299 | $ 13,484 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 17,171,864 | $ 12,454,864 |
Accumulated amortization | (6,945,372) | (5,820,697) |
Intangible assets, net | 10,226,492 | 6,634,167 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 11,961,000 | 9,535,000 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 4 years 6 months | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 15 years | |
Tradename | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 4 years 6 months | |
Intangible assets, gross | $ 783,000 | 266,000 |
Trademark | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 533,864 | 533,864 |
Trademark | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 10 years | |
Trademark | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 15 years | |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 3,210,000 | 1,436,000 |
Backlog | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 2 years | |
Backlog | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years | |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 684,000 | $ 684,000 |
Non-compete agreements | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 3 years | |
Non-compete agreements | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, useful life | 5 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Line Items] | ||||
Amortization of intangible assets | $ 634,044 | $ 497,695 | $ 1,124,675 | $ 975,047 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Future Amortization of Intangible Assets (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 1,255,628 | |
2024 | 2,074,686 | |
2024 | 1,453,000 | |
2025 | 1,242,863 | |
2026 | 1,034,302 | |
Thereafter | 3,166,013 | |
Intangible assets, net | $ 10,226,492 | $ 6,634,167 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill - Schedule of Goodwill (Detail) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance – beginning of period | $ 15,533,964 |
Goodwill acquired through acquisitions | 1,859,944 |
Balance – ending of period | 17,393,908 |
Corvus | |
Goodwill [Roll Forward] | |
Balance – beginning of period | 6,387,741 |
Goodwill acquired through acquisitions | 0 |
Balance – ending of period | 6,387,741 |
SSI | |
Goodwill [Roll Forward] | |
Balance – beginning of period | 8,461,150 |
Goodwill acquired through acquisitions | 1,859,944 |
Balance – ending of period | 10,321,094 |
MFSI | |
Goodwill [Roll Forward] | |
Balance – beginning of period | 685,073 |
Goodwill acquired through acquisitions | 0 |
Balance – ending of period | $ 685,073 |
Convertible Promissory Notes _3
Convertible Promissory Notes - Related Parties - Schedule of Convertible Promissory Notes, Related party (Detail) - Convertible note payable to related party - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 3,209,617 | $ 3,209,617 |
Less: Beneficial conversion feature discount | (1,603,602) | (2,210,187) |
Total | $ 1,606,015 | $ 999,430 |
Convertible Promissory Notes _4
Convertible Promissory Notes - Related Parties - Schedule of Convertible Promissory Notes, Related party Additional Information (Details) - Convertible note payable to related party - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Convertible note payable, convertible price (in usd per share) | $ 0.26 | $ 0.26 |
Promissory note, interest rate | 5% | 5% |
Convertible Promissory Notes _5
Convertible Promissory Notes - Related Parties - Additional Information (Detail) - Convertible note payable to related party - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Interest payable | $ 0 | $ 0 | ||
Convertible debt pursuant to debt amendment conversion price 0.26 per share | ||||
Debt Instrument [Line Items] | ||||
Interest Expense | $ 336,202 | $ 382,998 | $ 676,322 | $ 800,217 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule Of Notes Payable [Line Items] | ||
Total Notes Payable | $ 8,909,940 | $ 9,214,236 |
Less: Debt Discount | (631,933) | (840,398) |
Long-term debt, total | 8,278,007 | 8,373,838 |
Term Note Payable | ||
Schedule Of Notes Payable [Line Items] | ||
Total Notes Payable | 1,669,940 | 2,324,236 |
Convertibles Maturing April 4, 2023 | Convertible Notes Payable | ||
Schedule Of Notes Payable [Line Items] | ||
Total Notes Payable | 0 | 890,000 |
Convertibles Maturing February 13, 2024 | Convertible Notes Payable | ||
Schedule Of Notes Payable [Line Items] | ||
Total Notes Payable | $ 840,000 | $ 0 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable - Additional Information (Detail) - USD ($) | 6 Months Ended | |||||
Feb. 13, 2023 | Jun. 30, 2023 | Apr. 06, 2023 | Dec. 31, 2022 | Apr. 04, 2022 | Feb. 28, 2022 | |
Debt Instrument [Line Items] | ||||||
Common stock, shares, issued (in shares) | 47,373,712 | 47,373,712 | ||||
Notes payable | $ 8,909,940 | $ 9,214,236 | ||||
Convertible Notes, Warrants | ||||||
Debt Instrument [Line Items] | ||||||
Warrants (in shares) | 700,000 | |||||
Exercise price of warrants or rights (in usd per share) | $ 1.38 | |||||
Notes Payable | Note Payable Maturing September 30, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 7% | |||||
Notes payable | $ 5,600,000 | 5,600,000 | ||||
Convertible Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable | $ 0 | $ 1,050,000 | ||||
Conversion of stock, amount issued | $ 300,000 | |||||
Conversion of stock, shares issued (in shares) | 556,250 | |||||
Convertible Notes Payable | Convertibles Maturing February 13, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10% | |||||
Debt instrument, convertible, conversion price (in usd per share) | $ 1.20 | |||||
Notes payable | $ 840,000 | 0 | ||||
Convertible Notes Payable | Convertibles Maturing April 4, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 7% | |||||
Debt instrument, convertible, conversion price (in usd per share) | $ 1.60 | |||||
Notes payable | $ 0 | 890,000 | ||||
Convertible Notes Payable | Crom | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 60 months | |||||
Convertible Notes Payable | Crom | Convertibles Maturing February 13, 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10% | |||||
Notes payable | $ 840,000 | |||||
Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 12% | |||||
Common stock, shares, issued (in shares) | 125,000 | |||||
Promissory Note | Note Payable Maturing The Earlier Of September 30, 2024 Or Completion Of Equity Offering | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 10% | |||||
Common stock, shares, issued (in shares) | 15,000,000 | |||||
Notes payable | $ 400,000 | 400,000 | ||||
Promissory Note | Note Payable Maturing The Earlier Of September 30, 2024 Or Acceleration Of Obligations | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 12% | |||||
Notes payable | $ 400,000 | $ 0 | ||||
Term Note Payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3% | |||||
Debt instrument, interest rate, effective percentage | 7.75% | 6.25% | ||||
Notes payable | $ 1,669,940 | $ 2,324,236 | ||||
Promissory Note, Dated April 6, 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Notes payable | $ 400,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2025 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Notes Payable [Line Items] | ||||||
Interest expense, debt | $ 473,461 | $ 518,643 | $ 958,461 | $ 787,219 | ||
Accrued interest payable current | $ 0 | $ 0 | ||||
Forecast | Convertible Notes Payable | ||||||
Schedule Of Notes Payable [Line Items] | ||||||
Promissory note, monthly principal | $ 8,202,997 | $ 706,943 |
Note Payable - Related Party -
Note Payable - Related Party - Schedule Of Notes Payable To Related Party (Details) - SSI - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of notes payable to related party [Line Items] | ||
Notes payable, related parties | $ 400,000 | $ 400,000 |
Note payable | ||
Schedule of notes payable to related party [Line Items] | ||
Interest rate | 5% | 5% |
Note Payable - Related Party _2
Note Payable - Related Party - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Note payable | ||||
Schedule of notes payable to related party [Line Items] | ||||
Interest expense, related party | $ 4,984 | $ 4,990 | $ 9,912 | $ 9,918 |
Revolving Credit Facility - Add
Revolving Credit Facility - Additional Information (Detail) - USD ($) | 6 Months Ended | ||||
Apr. 04, 2022 | Jun. 30, 2023 | Jan. 19, 2023 | Dec. 31, 2022 | Apr. 12, 2022 | |
Line of Credit Facility [Line Items] | |||||
Revolving credit facility | $ 625,025 | $ 300,025 | |||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, current borrowing capacity | $ 325,000 | $ 300,025 | |||
Line of credit facility, increase, accrued interest | $ 26,442 | ||||
Revolving Credit Facility | Live Oak Bank | |||||
Line of Credit Facility [Line Items] | |||||
Long-term line of credit | $ 950,000 | ||||
Debt instrument, basis spread on variable rate | 2.75% |
Due To Seller - Additional Info
Due To Seller - Additional Information (Detail) - GTMR - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Mar. 22, 2023 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | |||
Due to seller | $ 1,250,000 | ||
Due to seller (cash) | $ 350,000 | $ 350,000 | |
Consideration payable term | 6 months | ||
Accounts receivable note | $ 156,847 | $ 206,587 | |
Consideration payable period | 4 months | ||
Net working capital deficiency | $ 49,740 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Feb. 13, 2023 | Dec. 31, 2022 | Nov. 09, 2021 | |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||||
Common stock, shares outstanding (in shares) | 41,699,363 | 41,699,363 | 41,699,363 | ||||||
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 | 3,000,000,000 | ||||||
Common stock par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares, issued (in shares) | 47,373,712 | 47,373,712 | 47,373,712 | ||||||
Restricted stock issued (in shares) | 314,600 | ||||||||
Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued, price per share (in usd per share) | $ 2 | $ 2 | |||||||
Convertible Notes, Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants (in shares) | 700,000 | ||||||||
Exercise price of warrants or rights (in usd per share) | $ 1.38 | ||||||||
Convertible Notes, Warrants | Crom | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants (in shares) | 700,000 | 700,000 | |||||||
Restricted Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Restricted stock, vested shares (in shares) | 188,529 | ||||||||
Service-Based Stock Option | |||||||||
Class of Stock [Line Items] | |||||||||
Non-cash stock based compensation | $ 3,525,463 | ||||||||
Options exercised in period (in shares) | 0 | ||||||||
Stock Incentive Plan | |||||||||
Class of Stock [Line Items] | |||||||||
Number of shares authorized (in shares) | 862,500 | 862,500 | 2,500,000 | ||||||
Officer | Convertible Notes, Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Warrants (in shares) | 1,065,862 | 1,065,862 | |||||||
Exercise price of warrants or rights (in usd per share) | $ 1.04 | $ 1.04 | |||||||
Forecast | Restricted Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Restricted stock, vested shares (in shares) | 126,071 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period, shares, issued for services (in shares) | 63,025 | 125,504 | 7,500 | 7,500 | 188,529 | ||||
Common shares issued in conversion of Series B preferred stock (in shares) | 556,250 | 556,250 | |||||||
Stock issued during period, shares, new issues (in shares) | 132,500 | ||||||||
Options exercised in period (in shares) | 15,000 | ||||||||
Common Stock | Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Stock issued during period, shares, new issues (in shares) | 63,000 | ||||||||
Common Stock | GTMR | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued to acquire GTMR (in shares) | 4,866,570 | 4,866,570 | |||||||
Series A Preferred | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued (in shares) | 5,875,000 | 5,875,000 | 5,875,000 | ||||||
Preferred stock, shares outstanding (in shares) | 5,875,000 | 5,875,000 | 5,875,000 | ||||||
Conversion of stock, shares converted (in shares) | 587,500 | ||||||||
Dividends | $ 36,538 | ||||||||
Series B Preferred | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||||
Series B Preferred | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Common shares issued in conversion of Series B preferred stock (in shares) | 2,675,000 | ||||||||
Series C Preferred | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock par or stated value per share (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued (in shares) | 770,000 | 770,000 | 770,000 | ||||||
Conversion of stock, shares converted (in shares) | 481,250 | ||||||||
Dividends | $ 23,600 | ||||||||
Common stock, shares outstanding (in shares) | 770,000 | 770,000 | 770,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of warrants (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Number | ||||
Weighted Average Remaining Contractual Life (Years) | 5 years 3 months 18 days | 5 years 6 months 18 days | 5 years 7 months 17 days | |
Warrant | ||||
Number | ||||
Beginning balance (in shares) | 5,678,836 | 5,678,836 | 3,161,568 | |
Granted (in shares) | 0 | 1,765,862 | 2,517,268 | |
Ending balance (in shares) | 7,444,698 | 7,444,698 | 5,678,836 | |
Warrants exercisable (in shares) | 7,444,698 | 7,444,698 | 5,678,836 | |
Intrinsic value of warrants | $ 545,358 | $ 545,358 | $ 1,374,303 | |
Weighted Average Remaining Contractual Life (Years) | 5 years 2 months 12 days | 5 years 5 months 23 days | ||
Weighted Average Exercise Price | ||||
Beginning balance (in usd per share) | $ 1.84 | $ 1.84 | $ 1.60 | |
Granted (in usd per share) | 1.17 | 2.22 | ||
Ending balance (in usd per share) | $ 1.68 | $ 1.68 | $ 1.84 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of options (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Options, Additional Disclosures [Abstract] | ||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 5 years 3 months 18 days | 5 years 6 months 18 days | 5 years 7 months 17 days | |
Weighted average remaining contractual term, granted (in years) | 6 years 10 months 2 days | |||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 5 years 3 months 18 days | 5 years 6 months 18 days | 5 years 7 months 17 days | |
Options | ||||
Number | ||||
Beginning balance (in shares) | 7,237,500 | 6,425,000 | 6,425,000 | |
Granted (in shares) | 812,500 | |||
Ending balance (in shares) | 7,237,500 | 7,237,500 | 7,237,500 | 6,425,000 |
Vested options (in shares) | 3,511,122 | 3,511,122 | ||
Weighted Average Exercise Price | ||||
Beginning balance (in usd per share) | $ 2.57 | $ 2.69 | $ 2.69 | |
Granted (in usd per share) | 1.62 | |||
Ending balance (in usd per share) | 2.57 | 2.57 | 2.57 | $ 2.69 |
Weighted average exercise price, vested and expected to vest (in usd per share) | 2.31 | $ 2.31 | ||
Options, Additional Disclosures [Abstract] | ||||
Weighted average remaining contractual term, vested and exercisable (in years) | 5 years 7 days | |||
Beginning weighted average fair value (in usd per share) | 3.91 | 4.26 | $ 4.26 | |
Weighted average fair value, granted (in usd per share) | 1.10 | |||
Ending weighted average fair value (in usd per share) | 3.91 | $ 3.91 | 3.91 | $ 4.26 |
Weighted average fair value, vested and exercisable (in usd per share) | $ 3.21 | $ 3.21 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Stock Options, Valuation Assumptions (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Expected term | 7 years | 7 years |
Expected volatility minimum | 116% | 114% |
Expected volatility maximum | 162% | 157% |
Expected dividend yield | 0% | 0% |
Risk-free interest rate minimum | 3.53% | 2% |
Risk-free interest rate maximum | 3.89% | 4.18% |
Fair Value - Summary of Derivat
Fair Value - Summary of Derivative Liabilities and the Contingent Earn out Fall (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Crom Derivative Liabilities | $ 202,000 | $ 824,000 |
Prior Crom Note warrant liability | 165,000 | |
Contingent earnout | 877,000 | 812,000 |
Total | $ 1,244,000 | $ 1,636,000 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative liabilities | Derivative liabilities |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Crom Derivative Liabilities | $ 0 | $ 0 |
Prior Crom Note warrant liability | 0 | |
Contingent earnout | 0 | 0 |
Total | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Crom Derivative Liabilities | 0 | 0 |
Prior Crom Note warrant liability | 0 | |
Contingent earnout | 0 | 0 |
Total | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Crom Derivative Liabilities | 202,000 | 824,000 |
Prior Crom Note warrant liability | 165,000 | |
Contingent earnout | 877,000 | 812,000 |
Total | $ 1,244,000 | $ 1,636,000 |
Fair Value - Summary of Deriv_2
Fair Value - Summary of Derivative liabilities (Detail) - USD ($) | Jun. 30, 2023 | Feb. 13, 2023 | Dec. 31, 2022 | Apr. 04, 2022 |
Derivative [Line Items] | ||||
Derivative liabilities | $ 367,000 | $ 824,000 | ||
Convertible note | Prior Crom Convertible Note | ||||
Derivative [Line Items] | ||||
Derivative liabilities | 0 | 191,000 | 314,000 | |
Convertible note | Crom Cortana Fund LLC | ||||
Derivative [Line Items] | ||||
Derivative liabilities | 29,000 | 0 | 162,000 | |
Warrants | Convertibles Maturing April 4, 2023 | ||||
Derivative [Line Items] | ||||
Derivative liabilities | 165,000 | 633,000 | $ 378,000 | |
Warrants (in shares) | 656,250 | |||
Warrants | Convertibles Maturing February 13, 2024 | ||||
Derivative [Line Items] | ||||
Derivative liabilities | $ 173,000 | $ 0 | $ 259,000 | |
Warrants (in shares) | 700,000 |
Fair Value - Summary of Fair Va
Fair Value - Summary of Fair Value Measurements (Detail) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Expected term – conversion option | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Debt instrument, term | 7 months 6 days |
Expected term - warrants | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, term | 4 years 7 months 6 days |
Stock price as of measurement date | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.50 |
Equity volatility - unadjusted | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 1.1110 |
Volatility haircut | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.0500 |
Selected volatility – post haircut | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 1.0720 |
Senior unsecured synthetic credit rating | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants and rights outstanding, measurement input | CCC+ |
OAS differential between CCC+ and B- bonds | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.0881 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability, measurement input | 0.0835 |
Concentrations - Additional Inf
Concentrations - Additional Information (Details) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Two Customers | Revenue, Product and Service Benchmark | Revenue from Rights Concentration Risk | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 44% | 38% | |
Three Customers | Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Percentage of total account receivable | 57% | 60% |
Commitments - Additional Inform
Commitments - Additional Information (Details) - Employment Agreement - Chief Executive Officer | Mar. 22, 2023 USD ($) shares |
Statement [Line Items] | |
Employment agreements, term | 3 years |
Annual base salary | $ 200,000 |
As per agreement, number of stock options entitled to purchase (in shares) | shares | 300,000 |
Net profit | $ 1,000,000 |
Bonus amount | 0.25 |
Amount above threshold of net profit, for bonus | 1 |
Maximum | |
Statement [Line Items] | |
Bonus amount | 250,000 |
Amount above threshold of net profit, for bonus | $ 2,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate, percent | (0.70%) | (23.30%) | 16.40% | (13.80%) |
Factoring of Accounts Receiva_2
Factoring of Accounts Receivable (Details) | 6 Months Ended | |
Jan. 24, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Factoring Agreement [Line Items] | ||
Factoring agreement, accounts receivable sold during period | $ 1,335,813 | |
Factoring agreement, fees | $ 8,257 | |
Maximum | ||
Factoring Agreement [Line Items] | ||
Factoring agreement, accounts receivable sold | $ 1,000,000 | |
Initial payment | 0.90 | |
Minimum | ||
Factoring Agreement [Line Items] | ||
Initial payment | 0.85 |