Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Aug. 20, 2024 | |
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | LuxUrban Hotels Inc. (the “Company”) is filing this Amendment No.1 on Form 10-Q/A for the quarter ended March 31, 2024 (this “Form 10-Q/A”). This Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with the Securities and Exchange Commission (“SEC”) on May 13, 2024 (the “Original Filing”). This Form 10-Q/A is being filed to restate the Company’s unaudited condensed consolidated financial statements for the three months ended March 31, 2024. The restatement reflects applying charges allocated by the Channel Retained Funds of the security, deposited by the Company and expensing them to other expenses category in cost of goods sold. The restatement provides a reserve for bad debt expense for Processor Retained Funds, Receivable from On-Line Travel Agencies and the Receivable from the City of New York and Landlords reducing those assets and increasing bad debt expense in General and Administrative Expenses. The restatement reflects the adjustment for the proposed settlement with the landlord for the receivable due from the City of New York. The restatement reflects the amortization of prepaid real estate taxes which reduced Prepaid Expenses and Other Current Assets and increased real estate taxes included in Other Expenses, Cost of Revenue. The restatement reflects the increase in liability of the Bookings Received in Advance and reduces the Net Rental Revenue. The restatement also adjusts for the cancelation of reservations by a merchant service provider reducing Net Rental Revenue and decreasing receivables from On-Line Travel Agencies and increasing accrued expenses liability for the amount due the guests. The restatement reflects the reversal of revenue for the three months ended March 31, 2024, caused by the transfer from one merchant service provider to another merchant service provider. These adjustments were evaluated by management in accordance with SEC Staff Accounting Bulletin Topic 1M, “Materiality” and management determined the effects of the restatement to be material. See Note 2 to the unaudited condensed consolidated financial statements included in this Form 10-Q/A for further information regarding the restatement. The Company is filing this Form 10-Q/A to amend and restate the Original Filing with modification as necessary to reflect the restatement. The following items have been amended to reflect the restatement: Part I, Item 1: Part I, Item 2: Part II, Item 1A: In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this Form 10-Q/A (Exhibits 31.1, 31.2, 32.1 and 32.2). Except as otherwise described above and as otherwise set forth in this Form 10-Q/A, this Form 10-Q/A does not amend, modify or update any other information contained in the Original Filing. This Form 10-Q/A does not purport to reflect any information or events subsequent to the Original Filing, except as expressly described herein. Accordingly, this Form 10-Q/A should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing. Among other things, forward-looking statements and risk factor disclosure in the Original 10-Q have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Filing, and such forward-looking statements and risk factors should be read in their historical context. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41473 | |
Entity Registrant Name | LUXURBAN HOTELS INC. | |
Entity Central Index Key | 0001893311 | |
Entity Tax Identification Number | 82-3334945 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2125 Biscayne Blvd | |
Entity Address, Address Line Two | Suite 253 | |
Entity Address, City or Town | Miami | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33137 | |
City Area Code | (833) | |
Local Phone Number | 723-7368 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 123,400,956 | |
Common stock, $0.00001 par value per share | ||
Title of 12(b) Security | Common stock, $0.00001 par value per share | |
Trading Symbol | LUXH | |
Security Exchange Name | NASDAQ | |
13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share | ||
Title of 12(b) Security | 13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share | |
Trading Symbol | LUXHP | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and Cash Equivalents | $ 994,904 | $ 752,848 |
Accounts Receivable, Net | 486,067 | 329,887 |
Channel Retained Funds, Net | 1,500,000 | |
Processor Retained Funds, Net | 2,633,926 | |
Receivables from On-Line Travel Agencies, Net | 6,936,254 | |
Receivables from City of New York and Landlords, Net | 1,831,651 | 4,585,370 |
Prepaid Expenses and Other Current Assets | 1,018,902 | 1,959,022 |
Prepaid Guarantee Trust - Related Party | 672,750 | 1,023,750 |
Total Current Assets | 5,004,274 | 19,721,057 |
Other Assets | ||
Furniture, Equipment and Leasehold Improvements, Net | 677,559 | 691,235 |
Security Deposits - Noncurrent | 20,607,413 | 20,307,413 |
Prepaid Expenses and Other Noncurrent Assets | 5,974,276 | 960,729 |
Operating Lease Right-Of-Use Assets, Net | 229,016,100 | 241,613,588 |
Total Other Assets | 256,275,348 | 263,572,965 |
Total Assets | 261,279,622 | 283,294,022 |
Current Liabilities | ||
Accounts Payable and Accrued Expenses | 30,779,912 | 23,182,305 |
Bookings Received in Advance | 14,626,651 | 4,404,216 |
Short Term Business Financing, Net | 3,733,417 | 1,115,120 |
Loans Payable - Current | 1,666,108 | 1,654,589 |
Initial Direct Costs Leases - Current | 300,000 | 486,390 |
Operating Lease Liabilities - Current | 1,944,026 | 1,982,281 |
Development Incentive Advances - Current | 8,893,987 | 300,840 |
Total Current Liabilities | 61,944,101 | 33,125,741 |
Long-Term Liabilities | ||
Loans Payable | 1,447,720 | 1,459,172 |
Development Incentive Advances - Noncurrent | 5,667,857 | |
Initial Direct Costs Leases - Noncurrent | 3,950,000 | 4,050,000 |
Operating Lease Liabilities - Noncurrent | 231,815,657 | 242,488,610 |
Total Long-Term Liabilities | 237,213,377 | 253,665,639 |
Total Liabilities | 299,157,478 | 286,791,380 |
Mezzanine equity | ||
13% Redeemable Preferred Stock; Liquidation Preference $25 per Share; 10,000,000 Shares Authorized; 294,144 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 5,775,596 | 5,775,596 |
Stockholders’ Deficit | ||
Common Stock (shares authorized, issued, outstanding - 41,839,361, and 39,462,440, shares outstanding as of March 31, 2024 and December 31, 2023, respectively) | 418 | 394 |
Additional Paid In Capital | 98,455,107 | 90,437,155 |
Accumulated Deficit | (142,108,977) | (99,710,503) |
Total Stockholders’ Deficit | (43,653,452) | (9,272,954) |
Total Liabilities and Stockholders’ Deficit | $ 261,279,622 | $ 283,294,022 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock per shares | $ 25 | $ 25 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 294,144 | 294,144 |
Preferred stock, shares outstanding | 294,144 | 294,144 |
Common stock, shares authorized | 41,839,361 | 39,462,440 |
Common stock, shares issued | 41,839,361 | 39,462,440 |
Common stock, shares outstanding | 41,839,361 | 39,462,440 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net Rental Revenue | $ 13,957,361 | $ 22,814,175 |
Rent Expense | 8,344,007 | 5,421,867 |
Non-Cash Rent Expense Amortization | 2,093,667 | 1,651,669 |
Surrender of Deposits | 750,000 | |
Other Expenses | 24,350,623 | 10,378,765 |
Total Cost of Revenue | 35,538,297 | 17,452,301 |
Gross (Loss) Profit | (21,580,936) | 5,361,874 |
General and Administrative Expenses | 12,143,305 | 2,742,586 |
Non-Cash Issuance of Common Stock for Operating Expenses | 304,925 | 884,816 |
Non-Cash Stock Compensation Expense | 724,514 | 429,996 |
Non-Cash Stock Option Expense | 152,339 | 167,573 |
Partnership Considerations | 2,679,469 | |
Total Operating Expenses | 16,004,552 | 4,224,971 |
(Loss) Income from Operations | (37,585,488) | 1,136,903 |
Other Income (Expense) | ||
Other Income | 210,076 | 39,878 |
Cash Interest and Financing Costs | (2,459,800) | (2,130,605) |
Non-Cash Financing Costs | (2,324,270) | (1,704,549) |
Total Other Expense | (4,573,994) | (3,795,276) |
Loss Before Provision for Income Taxes | (42,159,482) | (2,658,373) |
Provision for Income Taxes | 0 | 122,161 |
Net Loss | (42,159,482) | (2,780,534) |
Preferred Stock Dividend | (238,992) | |
Net Loss Attributable to Common Stockholders | $ (42,398,474) | $ (2,780,534) |
Basic Loss Per Common Share | $ (0.87) | $ (0.10) |
Diluted Loss Per Common Share | $ (0.87) | $ (0.10) |
Basic Weighted Average Number of Common Shares Outstanding | 49,223,606 | 28,659,358 |
Diluted Weighted Average Number of Common Shares Outstanding | 49,223,606 | 28,659,358 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDTIED) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - December 31, 2022 at Dec. 31, 2022 | $ 276 | $ 17,726,592 | $ (21,018,992) | $ (3,292,124) |
Beginning balance, shares at Dec. 31, 2022 | 27,691,918 | |||
Net Loss | (2,780,534) | (2,780,534) | ||
Non-Cash Stock Compensation Expense | $ 2 | 429,994 | 429,996 | |
Non-Cash Stock Compensation Expense, shares | 166,665 | |||
Non-Cash Stock Option Expense | 167,573 | 167,573 | ||
Issuance of Shares for Operating Expenses | $ 4 | 884,812 | 884,816 | |
Issuance of Shares for Operating Expenses, shares | 433,881 | |||
Conversion of Loans | $ 9 | 2,699,991 | 2,700,000 | |
Conversion of Loans, shares | 900,000 | |||
Modification of Warrants | ||||
Warrant Exercise | $ 2 | 399,998 | 400,000 | |
Warrant Exercise, shares | 200,000 | |||
Preferred Dividends | ||||
Loss on Debt Extinguishment | 58,579 | 58,579 | ||
Balance - March 31, 2023 at Mar. 31, 2023 | $ 293 | 22,367,539 | (23,799,526) | (1,431,694) |
Ending balance, shares at Mar. 31, 2023 | 29,392,464 | |||
Balance - December 31, 2022 at Dec. 31, 2023 | $ 394 | 90,437,155 | (99,710,503) | (9,272,954) |
Beginning balance, shares at Dec. 31, 2023 | 39,462,440 | |||
Net Loss | (42,159,482) | (42,159,482) | ||
Non-Cash Stock Compensation Expense | $ 2 | 633,074 | 633,076 | |
Non-Cash Stock Compensation Expense, shares | 222,800 | |||
Non-Cash Option Compensation Expense | 152,339 | 152,339 | ||
Issuance of Shares for Operating Expenses | $ 1 | 304,925 | 304,926 | |
Issuance of Shares for Operating Expenses, shares | 69,863 | |||
Modification of Warrants | 2,036,200 | 2,036,200 | ||
Warrant Exercise | $ 15 | 4,799,985 | 4,800,000 | |
Warrant Exercise, shares | 1,450,000 | |||
Issuance of Shares to Satisfy Loans | 91,435 | 91,435 | ||
Issuance of Shares to Satisfy Loans, shares | 20,008 | |||
Issuance of Shares for Revenue Share Agreements | $ (6) | 6 | ||
Issuance of Shares for Revenue Share Agreements, shares | 614,250 | |||
Preferred Dividends | (238,992) | (238,992) | ||
Balance - March 31, 2023 at Mar. 31, 2024 | $ 418 | $ 98,455,107 | $ (142,108,977) | $ (43,653,452) |
Ending balance, shares at Mar. 31, 2024 | 41,839,361 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net Loss | $ (42,159,482) | $ (2,780,534) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Writeoff of bad debts | 7,843,456 | |
Writeoff of channel retained funds security deposit | 1,500,000 | |
Writeoff of security deposits | 750,000 | |
Writeoff of vendor overpayment | 50,000 | |
Non-cash stock compensation expense | 55,500 | 429,996 |
Non-cash stock director expense | 577,576 | |
Non-cash stock option expense | 152,339 | 167,573 |
Depreciation expense | 13,676 | 11,031 |
Shares issued for operating expenses | 304,926 | 884,816 |
Modification of Warrants | 2,036,200 | |
Non-cash lease expense | 10,146,639 | 6,456,386 |
Gain on lease exit | (209,811) | |
Non-cash forgiveness of Development Incentive Advances | (75,210) | |
Gain on sale of Treasury Bills | (31,014) | |
Non-cash Financing Charges Associated with Short Term Business Financing | 286,576 | 78,402 |
Loss on Debt Extinguishment | 58,579 | |
(Increase) Decrease in: | ||
Accounts Receivable, Net | (156,180) | |
Processor retained funds | (218,023) | |
Receivables from On-Line Travel Agencies, Net | 2,711,468 | |
Receivables from City of New York and Landlords, Net | 1,768,975 | |
Prepaid expense and other assets | (4,073,427) | 261,157 |
Prepaid Guarantee Trust - Related Party | 351,000 | |
Security deposits | (1,050,000) | (3,907,720) |
(Decrease) Increase in: | ||
Accounts payable and accrued expenses | 7,547,607 | 1,024,948 |
Operating lease liabilities | (8,050,548) | (4,804,716) |
Rents received in advance | 10,222,435 | 2,630,239 |
Accrued Income Taxes | 122,161 | |
Net cash (used in) provided by operating activities | (9,456,285) | 383,281 |
Cash Flows from Investing Activities | ||
Purchase of Furniture and Equipment | (249,762) | |
Proceeds from the sale of Treasury Bills | 2,692,396 | |
Net cash provided by investing activities | 2,442,634 | |
Cash Flows from Financing Activities | ||
Proceeds from (Repayments of) short term business financing - net | 2,331,721 | (1,255,512) |
Warrant Exercises | 4,800,000 | 400,000 |
Proceeds from Development Incentive Advances | 3,000,500 | |
Proceeds from (Repayments of) loans payable - net | 67 | (165,896) |
Repayments of financed initial direct costs | (194,955) | |
Preferred shareholder dividends paid | (238,992) | |
Net cash provided by (used in) financing activities | 9,698,341 | (1,021,408) |
Net Increase in Cash and Cash Equivalents and Restricted Cash | 242,056 | 1,804,507 |
Cash and Cash Equivalents and Restricted Cash - beginning of the period | 752,848 | 2,176,402 |
Cash and Cash Equivalents and Restricted Cash - end of the period | 994,904 | 3,980,909 |
Cash and Cash Equivalents | 994,904 | 2,880,909 |
Restricted Cash | 1,100,000 | |
Total Cash and Cash Equivalents and Restricted Cash | 994,904 | 3,980,909 |
Supplemental Disclosures of Cash Flow Information | ||
Taxes | ||
Interest | 1,598,784 | 2,130,605 |
Noncash operating activities: | ||
Acquisition of New Operating Lease Right-of-Use Assets | 88,267,775 | |
Noncash financing activities: | ||
Financed Initial Direct Costs for leases paid with common stock | 91,435 | |
Conversion of debt to common stock and additional paid-in capital | $ 2,700,000 |
DESCRIPTION OF BUSINESS AND PRI
DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION | 1 - DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION LuxUrban Hotels Inc. (LUXH) leases entire existing hotels on a long-term basis and rents out hotel rooms in the properties it leases. It currently has a portfolio of hotel rooms in New York, Miami Beach, New Orleans, and Los Angeles through long-term lease agreements and manages these hotels directly. Its revenues are generated through the rental of rooms to guests and through ancillary services such as cancellable room rate fees, resort fees, late and early check-in and check-out fees, baggage fees, parking fees, grab and go food service fees, and upgrade fees. In late 2021, LUXH commenced the process of winding down its legacy business of leasing and re-leasing multifamily residential units, as it pivoted toward its new strategy of leasing hotels. This wind-down was substantially completed by the end of 2022. This legacy business was conducted under the names SoBeNY Partners LLC (“SoBeNY”) and CorpHousing Group Inc. (“CorpHousing”). The consolidated financial statements presented herein include the accounts of LuxUrban Hotels Inc. (“LuxUrban”) and its wholly owned subsidiary SoBeNY. On November 2, 2022, CorpHousing changed its name to LuxUrban Hotels Inc. In June 2021, the members of SoBeNY exchanged all of their membership interests for additional membership interests in Corphousing LLC, with SoBeNY becoming a wholly owned subsidiary of Corphousing LLC. Both entities were under common control at the time of the transaction. Since there was no change in control over the net assets, there is no change in basis in the net assets. In January 2022, Corphousing LLC and its wholly owned subsidiary, SoBeNY, converted into C corporations, with the then current members of Corphousing LLC becoming the stockholders of the newly formed C corporation, CorpHousing Group Inc. The conversion has no effect on our business or operations and was undertaken to convert the forms of these legal entities into corporations for purposes of operating as a public company. All properties, rights, businesses, operations, duties, obligations and liabilities of the predecessor limited liability companies remain those of CorpHousing Group Inc. and SoBeNY Partners Inc. In August 2023, the Company entered into franchise agreements with Wyndham Hotels & Resorts, Inc. pursuant to which the hotels operated by the Company were to become part of the Trademark Collection ® In May 2024, in light of discussions between our Company and Wyndham on the initial and projected future performance of our properties within the franchise relationships, we commenced the return of all property listings to our control, terminating our franchise relationship with Wyndham. The Company is currently in the process of de-platforming these properties from Wyndham’s systems and moving each hotel listing back under the Company’s control. The Company expects that this process will be completed by the end of May 2024 with minimal operational disruption, although unforeseen risks could cause delays. As part of the Company’s previously announced imitative to add industry depth and breadth to its board of directors and management to help evolve operations, the Company’s enhanced board and executive teams have reviewed all existing operational relationships. Given the Company’s operating model, it was concluded that over the long term the Company would be better served operationally and financially by operating the hotels as an independent operator. All significant intercompany accounts and transactions have been eliminated in consolidation. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Restatement Of Previously Issued Financial Statements | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 2 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On August 9, 2024, the Company in concurrence with the Company’s audit committee, concluded that our 2024 unaudited condensed consolidated financial statements as of the first quarterly period in 2024 included in our Quarterly Report on Form 10-Q for the respective period, (the “Prior Period Financial Statements”) should no longer be relied upon due to misstatements that are described below, and that we would restate such financial statements to make the necessary accounting corrections. Details of the restated condensed consolidated financial statements for the three months ended March 31, 2024, are provided below (“Restatement Items”). The Restatement Items reflect adjustments to correct errors in the March 31, 2024, condensed consolidated financial statement areas including Channel Retained Funds, Other Expenses, Bookings Received in Advance and Net Rental Revenue. The nature and impact of these adjustments are described below and also detailed in the tables below. Restatement Items Channel Retained Funds and Other Expenses Processor Retained Funds, Receivables from On-Line Travel Agencies, Receivables from City of New York and Landlords, Accounts Payable and Accrued Expenses and Net Rental Revenue – 7,843,456 2,633,926 6,749,769 984,744 3,738,224 6,263,207 8,387,549 Receivable from City of New York, Accounts Payable and Accrued Expenses and Net Rental Revenue 3,201,640 1,827,157 830,390 Prepaid Expenses and Other Current Assets and Other Expenses – 342,212 Bookings Received in Advance and Net Rental Revenue 8,050,248 8,050,248 The following tables present the effect of the Restatement Items on the Company’s condensed consolidated balance sheet for the period indicated: Condensed balance sheet As of March 31, 2024 As Previously Restatement Restatement ASSETS Current Assets Cash and Cash Equivalents $ 994,904 $ - $ 994,904 Accounts Receivable, Net 486,067 - 486,067 Channel Retained Funds, Net 1,500,000 (1,500,000 ) - a Processor Retained Funds, Net 2,633,926 (2,633,926 ) - b Receivables from On-Line Travel Agencies, Net 6,749,769 (6,749,769 ) - b (984,744 ) b Receivables from City of New York and Landlords, Net 6,018,035 (3,201,640 ) 1,831,651 c Prepaid Expenses and Other Current Assets 1,361,114 (342,212 ) 1,018,902 d Prepaid Guarantee Trust - Related Party 672,750 - 672,750 Total Current Assets 20,416,565 (15,412,291 ) 5,004,274 Other Assets Furniture, Equipment and Leasehold Improvements, Net 677,559 - 677,559 Security Deposits - Noncurrent 20,607,413 - 20,607,413 Prepaid Expenses and Other Noncurrent Assets 5,974,276 - 5,974,276 Operating Lease Right-Of-Use Assets, Net 229,016,100 - 229,016,100 Total Other Assets 256,275,348 - 256,275,348 Total Assets $ 276,691,913 $ (15,412,291 ) $ 261,279,622 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities $ 3,738,225 b Accounts Payable and Accrued Expenses $ 28,868,844 (1,827,157 ) $ 30,779,912 c Bookings Received in Advance 6,576,403 8,050,248 14,626,651 e Short Term Business Financing, Net 3,733,417 - 3,733,417 Loans Payable - Current 1,666,108 - 1,666,108 Initial Direct Costs Leases - Current 300,000 - 300,000 Operating Lease Liabilies - Current 1,944,026 - 1,944,026 Development Incentive Advances - Current 8,893,987 - 8,893,987 Total Current Liabilities 51,982,785 9,961,316 61,944,101 Long-Term Liabilities Loans Payable 1,447,720 - 1,447,720 Development Incentive Advances - Noncurrent - - - Initial Direct Costs Leases - Noncurrent 3,950,000 - 3,950,000 Operating Lease Liabilities - Noncurrent 231,815,657 - 231,815,657 Total Long-Term Liabilities 237,213,377 - 237,213,377 Total Liabilities 289,196,162 9,961,316 299,157,478 Mezzanine equity 13% Redeemable Preferred Stock; Liquidation Perference $25 per Share; 10,000,000 Shares Authorized; 294,144 shares issued and outstanding as of March 31, 2024 5,775,596 - 5,775,596 Commitments and Contingencies Stockholders’ Deficit Common Stock (90,000,000 shares authorized, issued, outstanding - 41,839,361) 418 - 418 Additional Paid In Capital 98,455,107 - 98,455,107 Accumulated Deficit (116,735,370 ) (25,373,607 ) (142,108,977 ) a, b, c, d, e Total Stockholders’ Deficit (18,279,845 ) (25,373,607 ) (43,653,452 ) Total Liabilities and Stockholders’ Deficit $ 276,691,913 $ (15,412,291 ) $ 261,279,622 See accompanying notes to condensed consolidated financial statements. The following tables present the effect of the Restatement Items on the Company’s condensed consolidated statement of operations for the period indicated: Condensed income statement As of March 31, 2024 As Previously Restatement Restatement Net Rental Revenue $ 29,101,207 $ (15,143,846 ) $ 13,957,361 b, c, e Rent Expense 8,344,007 - 8,344,007 Non-Cash Rent Expense Amortization 2,093,667 - 2,093,667 Surrender of Deposits 750,000 - 750,000 Other Expenses 22,508,411 1,842,212 24,350,623 a, d Total Cost of Revenue 33,696,085 1,842,212 35,538,297 Gross (Loss) Profit (4,594,878 ) (16,986,058 ) (21,580,936 ) General and Administrative Expenses 3,755,756 8,387,549 12,143,305 b Non-Cash Issuance of Common Stock for Operating Expenses 304,925 - 304,925 Non-Cash Stock Compensation Expense 724,514 - 724,514 Non-Cash Stock Option Expense 152,339 - 152,339 Partnership Considerations 2,679,469 - 2,679,469 Total Operating Expenses 7,617,003 8,387,549 16,004,552 (Loss) Income from Operations (12,211,881 ) (25,373,607 ) (37,585,488 ) Other Income (Expense) Other Income 210,076 - 210,076 Cash Interest and Financing Costs (2,459,800 ) - (2,459,800 ) Non-Cash Financing Costs (2,324,270 ) - (2,324,270 ) Total Other Expense (4,573,994 ) - (4,573,994 ) Loss Before Provision for Income Taxes (16,785,875 ) (25,373,607 ) (42,159,482 ) Provision for Income Taxes - - - Net Loss (16,785,875 ) (25,373,607 ) (42,159,482 ) Preferred Stock Dividend (238,992 ) - (238,992 ) Net Loss Attributable to Common Stockholders $ (17,024,867 ) $ (25,373,607 ) $ (42,398,474 ) Basic Loss Per Common Share $ (0.35 ) $ (0.52 ) $ (0.87 ) Diluted Loss Per Common Share $ (0.35 ) $ (0.52 ) $ (0.87 ) Basic and Diluted Weighted Average Number of Common Shares Outstanding 49,223,606 49,223,606 49,223,606 See accompanying notes to condensed consolidated financial statements. The following tables present the effect of the Restatement Items on the Company’s condensed consolidated statement of changes in stockholders’ deficit for the period indicated: Stockholders' equity Common Stock Additional Accumulated Stockholders’ Restatement Shares Value Capital Deficit (Deficit) References Balance - December 31, 2023 39,462,440 $ 394 $ 90,437,155 $ (99,710,503 ) $ (9,272,954 ) Net Loss - - - (16,785,875 ) (16,785,875 ) Non-Cash Stock Compensation Expense 222,800 2 633,074 - 633,076 Non-Cash Option Compensation Expense - - 152,339 - 152,339 Issuance of Shares for Operating Expenses 69,863 1 304,925 - 304,926 Modification of Warrants - - 2,036,200 - 2,036,200 Warrant Exercise 1,450,000 15 4,799,985 - 4,800,000 Issuance of Shares to Satisfy Loans 20,008 - 91,435 - 91,435 Issuance of Shares for Revenue Share Agreement 614,250 6 (6 ) - - Preferred Dividends - - - (238,992 ) (238,992 ) Restatement Items (25,373,607 ) (25,373,607 ) a, b, c, d, e Balance - March 31, 2024 41,839,361 $ 418 $ 98,455,107 $ (142,108,977 ) $ (43,653,452 ) Balance - December 31, 2022 27,691,918 $ 276 $ 17,726,592 $ (21,018,992 ) $ (3,292,124 ) Net Loss - - - (2,780,534 ) (2,780,534 ) Non-Cash Stock Compensation Expense 166,665 2 429,994 - 429,996 Non-Cash Option Compensation Expense - - 167,573 - 167,573 Issuance of Shares for Operating Expenses 433,881 4 884,812 - 884,816 Conversion of loans 900,000 9 2,699,991 - 2,700,000 Warrant Exercise 200,000 2 399,998 - 400,000 Loss on Debt Extinguishment - - 58,579 - 58,579 Restatement Items - - - - - Balance - March 31, 2023 29,392,464 $ 293 $ 22,367,539 $ (23,799,526 ) $ (1,431,694 ) See accompanying notes to condensed consolidated financial statements. The following tables present the effect of the Restatement Items on the Company’s condensed consolidated statement of cash flows for the period indicated: Condensed Cash Flow Statement As of March 31, 2024 As Previously Restatement As Restatement Reported Adjustments Restated References Cash Flows from Operating Activities Net (Loss) $ (16,785,875 ) $ (25,373,607 ) $ (42,159,482 ) a, b, c, d, e Adjustments to reconcile net (loss) income to net cash provided by operating activities: Writeoff of bad debts 7,843,456 7,843,456 b Writeoff of channel retained funds security deposit 1,500,000 1,500,000 a Writeoff of security deposits 750,000 - 750,000 Writeoff of vendor overpayment 50,000 - 50,000 Non-cash stock compensation expense 55,500 - 55,500 Non-cash stock director expense 577,576 - 577,576 Non-cash stock option expense 152,339 - 152,339 Depreciation expense 13,676 - 13,676 Shares issued for operating expenses 304,926 - 304,926 Modification of Warrants 2,036,200 - 2,036,200 Non-cash lease expense 10,146,639 - 10,146,639 Gain on lease exit (209,811 ) - (209,811 ) Non-cash foregiveness of Development Incentive Advances (75,210 ) - (75,210 ) Gain on sale of Treasury Bills - - - Non-cash Financing Charges Associated with Short Term Business Financing 286,576 - 286,576 Loss on Debt Extinguishment - - - Changes in operating assets and liabilities: (Increase) Decrease in: Accounts Receivable, Net (156,180 ) - (156,180 ) Receivables from On-Line Travel Agencies, Net 186,485 2,524,983 2,711,468 b Receivables from City of New York and Landlords, Net (1,432,665 ) 3,201,640 1,768,975 c Prepaid expense and other assets (4,415,639 ) 342,212 (4,073,427 ) d Prepaid Guarantee Trust - Related Party 351,000 - 351,000 Security deposits (1,050,000 ) - (1,050,000 ) (Decrease) Increase in: - Accounts payable and accrued expenses 5,636,539 1,911,068 7,547,607 b, c Operating lease liabilities (8,050,548 ) - (8,050,548 ) Rents received in advance 2,172,187 8,050,248 10,222,435 e Accrued Income Taxes - - - Net cash provided by operating activities (9,456,285 ) - (9,456,285 ) Cash Flows from Investing Activities Purchase of Furniture and Equipment - - - Proceeds from the sale of Treasury Bills - - - Net cash provided by investing activities - - - Cash Flows from Financing Activities Deferred offering costs - net Proceeds from (Repayments of) short term business financing - net 2,331,721 - 2,331,721 Warrant Exercises 4,800,000 - 4,800,000 Proceeds from Development Incentive Advances 3,000,500 - 3,000,500 Proceds from (Repayments of) loans payable - net 67 - 67 Repayments of loans payable - net (194,955 ) - (194,955 ) Preferred shareholder dividends paid (238,992 ) - (238,992 ) Net cash used in financing activities 9,698,341 - 9,698,341 Net Increase in Cash and Cash Equivalents and Restricted Cash 242,056 - 242,056 Cash and Cash Equivalents and Restricted Cash - beginning of the period 752,848 - 752,848 Cash and Cash Equivalents and Restricted Cash - end of the period 994,904 - 994,904 Cash and Cash Equivalents 994,904 - 994,904 Restricted Cash - - - Total Cash and Cash Equivalents and Restricted Cash $ 994,904 $ - $ 994,904 Supplemental Disclosures of Cash Flow Information Taxes $ - $ - $ - Interest $ 1,598,784 $ - $ 1,598,784 Noncash operating activities: Acquisition of New Operating Lease Right-of-Use Assets $ - $ - $ - Noncash financing activities: Financed Initial Direct Costs for leases paid with common stock $ 91,435 $ - $ 91,435 Conversion of debt to common stock and additional paid-in capital $ - $ - $ - See accompanying notes to condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AS RESTATED | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AS RESTATED | 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AS RESTATED a. Basis of Presentation b. Revenue Recognition Payment received for the future use of a rental unit is recognized as a liability and reported as rents received in advance on the balance sheets. Rents received in advance are recognized as revenue after the rental unit is occupied by the customer for the agreed upon length of time. The rents received in advance balance as of March 31, 2024, and December 31, 2023, was $ 14,626,651 4,404,216 c. Use of Estimates d Going Concern 78,523,377 42,159,482 56,939,827 e. Cash and Cash Equivalents 994,904 752,848 f. Accounts Receivable, Channel Retained Funds, and Processor Retained Funds 2,947,780 529,000 g. Fair Value of Financial Instruments h. Commissions 6,192,305 3,073,533 i. Income Taxes Accounting for Uncertainty in Income Taxes, The Company is subject to income taxes in the jurisdictions in which it operates. The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry-forwards. A valuation allowance is recorded for deferred tax assets if it is more likely than not that the deferred tax assets will not be realized. For the three months ended March 31, 2024, the Company did no 122,161 j. Sales Tax 363,952 3,266,302 k. Paycheck Protection Program Loan (“PPP”) l. Earnings Per Share (“EPS”) m. Preferred Stock |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
LEASES | 4 - LEASES Under ASC 842, the Company applies a dual approach to all leases whereby the Company is a lessee and classifies leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the Company. Lease classification is evaluated at the inception of the lease agreement. Regardless of classification, the Company records a right-of-use asset and a lease liability for all leases with a term greater than 12 months. Operating lease expense is recognized on a straight-line basis over the term of the lease. Operating right of use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating right of use assets represent our right to use an underlying asset and is based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates corresponding to the maturities of the leases. The components of the right-of-use assets and lease liabilities as of March 31, 2024 and December 31, 2023 were as follows: At March 31, 2024 and December 31, 2023, supplemental balance sheet information related to leases were as follows: Schedule of supplemental balance sheet information related to leases March 31, December 31, Operating lease right of use assets, net $ 229,016,100 $ 241,613,588 Operating lease liabilities, current portion $ 1,944,026 $ 1,982,281 Operating lease liabilities, net of current portion $ 231,815,657 $ 242,488,610 At March 31, 2024, future minimum lease payments under the non-cancelable operating leases are as follows: Schedule of future minimum lease payments under the non-cancelable operating leases Schedule of future minimum lease payments under the non-cancelable operating leases Twelve Months Ending March 31, 2025 $ 30,835,724 2026 31,709,210 2027 32,589,176 2028 33,826,455 2029 34,890,889 Thereafter 409,189,267 Total lease payment $ 573,040,721 Less interest (339,281,038 ) Present value obligation 233,759,683 Short-term liability 1,944,026 Long-term liability $ 231,815,657 The following summarizes other supplemental information about the Company’s operating lease: Schedule of other supplemental information related to operating lease March 31, March 31, Weighted average discount rate 12.15 % 10.0 % Weighted average remaining lease term (years) 13.4 13.0 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Operating lease cost $ 10,146,639 $ 6,456,680 Short-term lease cost $ 291,035 $ 616,856 Total lease cost $ 10,437,674 $ 7,073,536 |
ACCOUNTS RECEIVABLES, PROCESSOR
ACCOUNTS RECEIVABLES, PROCESSOR AND CHANNEL RETAINED FUNDS, AS RESTATED | 3 Months Ended |
Mar. 31, 2024 | |
Credit Loss [Abstract] | |
ACCOUNTS RECEIVABLES, PROCESSOR AND CHANNEL RETAINED FUNDS, AS RESTATED | 5 - ACCOUNTS RECEIVABLES, PROCESSOR AND CHANNEL RETAINED FUNDS, AS RESTATED As of March 31, 2024 we had $ 0 0 0 1,480,000 351,651 1,500,000 2,633,926 393,412 6,936,254 529,000 4,585,370 329,987 486,708 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, AS RESTATED | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, AS RESTATED | 6 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, AS RESTATED Accounts payable and accrued expenses totaled $ 30,779,912 23,182,305 As of March 31, 2024, the balance consisted of approximately $ 1,203,000 3,329,000 9,783,000 4,912,000 3,258,000 850,000 289,000 627,000 246,000 960,000 582,000 317,000 563,000 123,000 216,000 3,738,000 690,000 As of December 31, 2023, the balance consisted of approximately $ 2,024,000 3,265,000 1,737,000 632,000 8,400,000 3,910,000 590,000 420,000 719,000 194,000 288,223 52,000 94,000 263,000 231,000 71,000 42,000 Of the legal amounts accrued, the company believes the accrual best estimates the most likely outcomes of these matters however the range of outcomes could be between $5 million and $8.5 million. |
LOANS PAYABLE _ SBA _ PPP LOAN
LOANS PAYABLE – SBA – PPP LOAN | 3 Months Ended |
Mar. 31, 2024 | |
Loans Payable Sba Ppp Loan | |
LOANS PAYABLE – SBA – PPP LOAN | 7 - LOANS PAYABLE – SBA – PPP LOAN On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted to provide emergency assistance for individuals, families, and organizations affected by the coronavirus pandemic. The PPP, created through the CARES Act, provides qualified organizations with loans of up to $ 10,000,000 In April and May 2020, SoBeNY and CorpHousing obtained funding of $ 516,225 298,958 Accrued interest at March 31, 2024 and December 31, 2023, was $ 6,318 5,571 Future minimum principal repayments of the SBA - PPP loans payable are as follows: Schedule of future minimum principal repayments of the SBA,PPP loans payable For the Twelve Months Ending March 31, 2025 $ 276,658 |
LOANS PAYABLE _ SBA _ EIDL LOAN
LOANS PAYABLE – SBA – EIDL LOAN | 3 Months Ended |
Mar. 31, 2024 | |
Loans Payable Sba Eidl Loan | |
LOANS PAYABLE – SBA – EIDL LOAN | 8 - LOANS PAYABLE – SBA – EIDL LOAN During 2020, the Company received three 3 30 3.75% On April 21, 2020, SoBeNY received an EIDL loan in the amount of $ 500,000 3.75% 2,437 150,000 3.75% 731 150,000 3.75% 731 The outstanding balance at March 31, 2024 and December 31, 2023, was $ 783,319 786,950 Accrued interest at March 31, 2024 and December 31, 2023 was $ 8,966 27,644 Future minimum principal repayments of the SBA - EIDL loans payable are as follows: Schedule of future minimum principal repayments of the SBA,EIDL loans payable Schedule of future minimum principal repayments of the SBA,EIDL loans payable For the Twelve Months Ending March 31, 2025 $ 18,699 2026 15,536 2027 16,129 2028 16,744 2029 17,383 Thereafter 698,828 Total $ 783,319 |
SHORT-TERM BUSINESS FINANCING
SHORT-TERM BUSINESS FINANCING | 3 Months Ended |
Mar. 31, 2024 | |
Short-term Business Financing | |
SHORT-TERM BUSINESS FINANCING | 9 - SHORT-TERM BUSINESS FINANCING The Company entered into multiple short-term factoring agreements related to future credit card receipts to fund operations. The Company is required to repay this financing in fixed daily payments until the balance is repaid. Fees associated with this financing have been recognized in interest expense in the accompanying consolidated statement of operations. As of March 31, 2024 and December 31, 2023, the outstanding balance on these merchant cash advances net of unamortized costs was $ 3,733,417 1,115,120 |
LOANS PAYABLE
LOANS PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Loans Payable Abstract | |
LOANS PAYABLE | 10 - LOANS PAYABLE Loans payable consist of the following as of: Schedule of loans payable March 31, December 31, 2023 Original payable of $ 151,096 252,954 1,500 404,050 356,012 338,512 Original payable of $ 553,175 72,237 25,000 625,412 400,000 400,000 Original payable of $ 492,180 620,804 25,000 1,112,984 865,618 865,618 Original amounts due of $ 195,000 10,000 25,000 20,000 20,000 Other borrowing 342,246 356,048 Less: Current maturities 1,370,751 1,360,609 $ 613,125 $ 619,569 Future minimum principal repayments of the loans payable are as follows: Schedule of future minimum principal repayments of the loans payable For the Twelve Months Ending March 31, 2024 $ 1,370,751 2025 613,125 Loans payable $ 1,983,876 |
LINE OF CREDIT
LINE OF CREDIT | 3 Months Ended |
Mar. 31, 2024 | |
Line Of Credit | |
LINE OF CREDIT | 11 - LINE OF CREDIT In February 2019, the Company entered into a line of credit agreement in the amount of $ 95,000 prime, 8.25% as of March 31, 2024, plus 3.49%. 69,975 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 12 - RELATED PARTY TRANSACTIONS On December 20, 2022, the Company, and our former Chairman and Chief Executive Officer, Brian Ferdinand (“Ferdinand”), entered into a Note Extension and Conversion Agreement with Greenle Partners LLC Series Alpha PS (“Greenle Alpha”) and Greenle Partners LLC Series Beta P.S., a Delaware limited liability company (“Greenle Beta” and, together with Greenle Alpha, “Greenle”). Greenle was the purchaser of 15% OID senior secured notes (the “Notes”) and warrants to purchase our common stock (“Warrants”) under certain securities purchase agreements and loan agreements between us and Greenle, including the Securities Purchase Agreement dated as of March 31, 2023, as amended by the letter agreement dated October 20, 2022, and the Loan Agreement dated as of November 23, 2022. Under the terms of the Note Extension and Conversion Agreement, Greenle agreed to convert from time to time up to $ 3,000,000 1,000,000 3.00 1,250,000 300,000 3,000,000 874,474 1.5 On November 17, 2023, the Company entered into a financing agreement with THA Holdings LLC (the “Lender”), an entity controlled and operated by Mr. Ferdinand, pursuant to which the Company agreed to issue to the Lender an unsecured, advancing term promissory note (the “Note”). Under the Note, the Company is able to borrow, and the Lender has committed to lend to the Company up to an aggregate principal amount of $10,000,000 (the “Initial Principal Amount”) to be funded in increments of $1,000,000 upon the Company’s request by the sale, from time to time, of shares of the Company’s common stock, owned by the Lender. On December 3, 2023, the Company and Mr. Ferdinand mutually agreed to cancel the Note. The amount of proceeds, less taxes, resulting from sales of common stock prior to the cancelation in the amount of $311,234 was contributed to the Company by Mr. Ferdinand. This was recorded as a contribution by founder in the accompanying consolidated statement of changes in equity. In December of 2023 and during the three months ended March 31, 2024, we paid $ 1,350,000 351,000 1,023,750 672,750 351,000 |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
RISKS AND UNCERTAINTIES | 13 - RISKS AND UNCERTAINTIES The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. The Company places its cash with high quality credit institutions. At times, balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. All accounts at an insured depository institution are insured by the FDIC up to the standard maximum deposit insurance of $ 250,000 |
MAJOR SALES CHANNELS
MAJOR SALES CHANNELS | 3 Months Ended |
Mar. 31, 2024 | |
Major Sales Channels | |
MAJOR SALES CHANNELS | 14 - MAJOR SALES CHANNELS The Company uses third-party sales channels to handle the reservations, collections, and other rental processes for most of the units. These sales channels represented over 85% |
STOCK OPTIONS, RESTRICTED STOCK
STOCK OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCK OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS | 15 - STOCK OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS Options During the three months ended March 31, 2024, the Company did not grant any options to purchase shares of common stock under the Company’s 2022 performance equity plan. The following table summarizes stock option activity for the three months ended March 31, 2024: Schedule of Black-Scholes option pricing model was used with the following weighted assumptions for options granted Number of Weighted Average Weighted Aggregate Outstanding at December 31, 2023 1,746,885 $ 2.86 9.0 $ 5,427,118 Granted - - Exercised - - Expired - - Forfeited (29,250 ) 2.09 Outstanding at March 31, 2024 1,717,635 $ 2.88 8.7 $ - Exercisable at March 31, 2024 485,045 $ 2.69 8.6 $ - The Company is expensing these stock option awards on a straight-line basis over the requisite service period. The Company recognized stock option expense of $ 152,339 167,573 1,137,358 .92 A summary of the status of the Company’s nonvested options as of March 31, 2024, is presented below: Schedule of status of non-vested options Number of Weighted Average Nonvested options at December 31, 2023 1,257,590 $ 2.93 Granted - - Forfeited - - Vested (25,000 ) $ 1.74 Nonvested options at March 31, 2024 1,232,590 $ 2.95 Restricted Stock Units In March 2024, the Company granted 100,000 220,000 As of March 31, 2024, there was $ 166,500 Warrants In connection with certain private placements funded by certain of the Company’s officers and directors prior to the Company’s initial public offering, the Company issued promissory notes and warrants. The warrants were contingent upon, and became effective upon, consummation of the Company’s initial public offering on August 11, 2022. In total, warrants to purchase up to 695,000 4.20 5 Also, in conjunction with the initial public offering, the Company issued warrants to purchase up to 135,000 4.40 5 Also, in connection with certain private placements with Greenle, the Company issued warrants to purchase up to 920,000 4.00 . 32,000 4.40 5 On September 16, 2022, September 30, 2022, and October 30, 2022 in conjunction with a financing with the same third-party investor, the Company issued warrants to purchase up to 517,500 352,188 366,562 4.00 On February 15, 2023, in conjunction with an advisory agreement, the Company issued warrants to purchase up to 250,000 shares of our common stock with an exercise price of $4.00 per share. These warrants have a term of five years and expire in February 2028. As a result of these transaction, the Company recorded $ 167,573 On April 16, 2023 in conjunction with an agreement with certain lenders, the Company issued warrants to purchase up to 1,000,000 shares of the Company’s common stock with an exercise price of $3.00 per share, and warrants to purchase up to 250,000 shares of our common stock with an exercise price of $4.00 per share. All of these warrants have a term of 5 years and expire in April of 2028. Under this agreement, these lenders would be required to exercise all or a portion of these warrants if the Company’s common stock traded at prices between $3.00 per share and $4.00 per share for a prescribed number of trading days. On June 19, 2023, this agreement was modified to convert all of related outstanding debt in exchange for a reduction in the exercise price of all of these warrants to $2.50 per share. 259,074 On November 6, 2023, in conjunction with an agreement with certain shareholders to amend agreements to waive registration rights for any currently issued common stock for a period of 12 months and any future issuances for a rolling 12-month period from the date such of issuance of such common stock. As consideration for this waiver, the Company issued 2,000,000 4.00 4,939,000 On December 17, 2023, the Company and certain existing warrant holders entered into an agreement pursuant to which these warrant holders exercised a portion of their existing warrants to purchase an aggregate of 1,000,000 4,000,000 2,000,000 5.00 4,187,800 On December 27, 2023, the Company and certain existing warrant holders entered into an agreement pursuant to which these warrant holders exercised a portion of their existing warrants to purchase an aggregate of 500,000 2,000,000 1,000,000 5.50 3,081,400 On February 16, 2024, LuxUrban Hotels Inc. (“ Company Greenle Alpha Greenle Beta Greenle Warrants November Warrants The following table summarizes warrant activity for the three months ended March 31, 2024: Schedule of stock option activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2023 5,442,000 $ 4.68 4.7 $ 7,038,940 Granted - - Exercised (1,450,000 ) 3.31 Expired - - Forfeited - - Outstanding at March 31, 2024 3,992,000 $ 2.92 4.4 $ - Exercisable at March 31, 2024 3,992,000 $ 2.92 4.4 $ - During the three months ended March 31, 2024, 1,450,000 shares were issued from the exercise of warrants. |
Revenue Share Exchange
Revenue Share Exchange | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Share Exchange | |
Revenue Share Exchange | 16 - Revenue Share Exchange Under the terms of agreements entered into with Greenle, we were obligated to make quarterly payments (each a “Revenue Share”) to Greenle based on certain percentages of the revenues generated by certain of our leased properties during the term of the applicable leases (including any extensions thereof). As previously reported, on February 13, 2023, the Company and Greenle entered into an agreement pursuant to which certain Revenue Share payments for 2023 were converted into an obligation to issue shares of our common stock to Greenle in the amounts prescribed therein (the “February 2023 Revenue Share Agreement”), with all future Revenue Share obligations accruing on and after January 1, 2024 remaining in place. On May 21, 2023, we entered into a further agreement with Greenle (the “May 2023 Revenue Share Exchange Agreement”) pursuant to which the right to receive any and all Revenue Share with respect to any property or operations of the Company has been terminated in its entirety for 2024 and forever thereafter, and Greenle shall not be entitled to receive any payment therefor (other than the remaining periodic share issuances and cash payments under the February 2023 Revenue Share Agreement, all of which shall be completed by January 1, 2024). In consideration for the termination of the Revenue Share for 2024 and thereafter, we agreed to issue to Greenle, from time to time, in each case, at Greenle’s election upon 61 days’ prior written notice delivered to us on and after September 1, 2023 and before August 31, 2028, up to an aggregate of 6,740,000 shares of our common stock (the “Agreement Shares”). As a result of this transaction, we recorded interest expense of $ 28,174,148 On February 12, 2024, the Company issued 36,179 578,071 |
WYNDHAM AGREEMENTS
WYNDHAM AGREEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Wyndham Agreements | |
WYNDHAM AGREEMENTS | 17 - WYNDHAM AGREEMENTS In May 2024, in light of discussions between our Company and Wyndham on the initial and projected future performance of our properties within the franchise relationships, we commenced the return of all property listings to our control, terminating our franchise relationship with Wyndham. The Company is currently in the process of de-platforming these properties from Wyndham’s systems and moving each hotel listing back under the Company’s control. The Company expects that this process will be completed by the end of May 2024 with minimal operational disruption, although unforeseen risks could cause delays. As part of the Company’s previously announced imitative to add industry depth and breadth to its board of directors and management to help evolve operations, the Company’s enhanced board and executive teams have reviewed all existing operational relationships. Given the Company’s operating model, it was concluded that over the long term the Company would be better served operationally and financially by operating the hotels as an independent operator. As of March 31, 2024, we recorded the Development Incentive Advances as a current liability on our Condensed Consolidated Balance Sheets and recorded an additional charge of $ 2.6 Prior to the termination discussed above, on August 2, 2023, the Company entered into franchise agreements with Wyndham Hotels & Resorts, Inc. pursuant to which the hotels operated by the Company were to become part of the Trademark Collection ® The Franchise Agreements had initial terms of 15 20 Pursuant to the Franchise Agreements, Wyndham was to provide capital through development advance notes (“Development Incentive Advances”) to the Company. Consistent with market practice, such Development Incentive Advances were to be evidenced by certain promissory notes with customary amortization and repayment terms. The Development Incentive Advances were not repayable if the terms of the agreement were met, including but not limited to the length of the agreement. In conjunction with the Company’s entry into the Franchise Agreements, the Company also paid a one-time, initial, nonrefundable franchise fee to Wyndham. |
REDEEMABLE PREFERRED STOCK
REDEEMABLE PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2024 | |
Redeemable Preferred Stock | |
REDEEMABLE PREFERRED STOCK | 18 - REDEEMABLE PREFERRED STOCK On October 26, 2023, the Company issued 280,000 13% 25 14,144 5,775,596 As part of the terms of the Series A Preferred Stock offering, if a change of control or delisting event occurs prior to October 26, 2024, the Company will be required to redeem the Series A Preferred Stock plus an amount equal to any accrued and unpaid interest. Under FASB Topic D-98, this redemption provision requires the classification of this security outside of permanent equity. The Company has classified this security as Mezzanine Equity on its March 31, 2024 Balance Sheet and expects to do so until October 26, 2024. During the three months ended March 31, 2024, the Company paid $ 238,992 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Equity Transactions | |
EQUITY TRANSACTIONS | 19 - EQUITY TRANSACTIONS The tables below outline equity issuances not related to the conversion from an LLC to C Corp, the initial public offering the exercise of Options or Warrants, the conversion of debt into equity or the issuance of shares pursuant to revenue share agreements. For the three months ended March 31, 2024 Schedule of equity transactions Description General Ledger Account Date Shares Price Value Non-employee loan payment Loan payable 1/25/2024 20,008 $ 4.57 $ 91,437 Non-employee commission expense Commission Expense 1/25/2024 10,079 $ 4.57 $ 46,061 Non-employee investor relations expense Investor Relations Expense 1/30/2024 59,784 $ 4.33 $ 258,865 Non-employee director compensation Non-Cash Issuance of Common Stock for Director Compensation Expenses 2/8/2024 197,800 $ 2.92 $ 577,576 Employee Compensation Non-Cash Issuance of Common Stock for Compensation Expenses 3/15/2024 25,000 $ 2.22 $ 55,500 Subtotal 312,671 $ 1,029,439 For the three months ended March 31, 2023 Description General Ledger Account Date Shares Price Value Non-employee Board members pursuant to related comp. policy Non-Cash Stock Compensation Expense 3/1/2023 166,665 $ 2.58 $ 429,996 In connection with certain property finders’ fee arrangements Non-Cash Issuance of Common Stock for Operating Expenses 3/17/2023 136,887 $ 2.45 $ 335,373 In connection with a consulting agreement Non-Cash Issuance of Common Stock for Operating Expenses 2/10/2023 196,994 $ 1.85 $ 364,439 In connection with a marketing agreement Non-Cash Issuance of Common Stock for Operating Expenses 2/10/2023 100,000 $ 1.85 $ 185,000 Subtotal 600,546 $ 1,314,808 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 20 - SUBSEQUENT EVENTS Management Transitions The Company has been engaged in a dedicated effort to enhance its management and operations teams through the recruitment of talented directors and officers who possess meaningful and broad experience in the hotel and online travel services industries, as well as business development expertise. As part of these efforts, effective April 22, 2024, the Company implemented the following: ● Elan Blutinger, a hotel and travel technology veteran and a member of the Company’s board of directors, was named its Nonexecutive Chairman of the Board; ● Shanoop Kothari, the Company’s Co-Chief Executive Officer and acting Chief Financial Officer, was named its sole Chief Executive Officer; ● Brian Ferdinand, the Company’s founder, stepped down as Chairman of the Board and Co-Chief Executive Officer and became a consultant to the Company, in which role he will oversee the management and expansion of the Company’s hotel properties portfolio and assist Mr. Kothari in his transition to sole Chief Executive Officer; and stepped down as Chief Executive Officer and Chief Financial Officer in June 2024. ● Andrew Schwartz, a respected financial industry veteran and credit, debt and equity financing expert, was elected as a member of the Company’s board of directors. Mr. Schwartz stepped down in June 2024. ● Robert Arigo, a respected hotelier was appointed as Chief Executive Officer of the Company in June 2024. ● Michael James, a respected financial industry veteran was appointed as Chief Financial Officer in June 2024. Capital Raises On May 23, 2024, the Company sold 35,075,000 8,768,750 7,026,437 On June 27, 2024, the Company sold 8,000,000 8,000,000 2,000,000 1,834.000 On July 18, 2024, the Company sold 4,500,000 765,000 703,800 On July 31, 2024, the Company sold 11,573,333 1,736,000 1,530,800 In August 2024, the Company has raised through the sale of convertible debt $ 3,012,000 2,815,000 As part of the foregoing transitions, the Company entered into a Nonexecutive Chairman of the Board Agreement with Mr. Blutinger for a term of three years and will pay him an annual fee of $ 100,000 250,000 As part of the foregoing transitions, the Company entered into a Consulting Agreement with Mr. Ferdinand for a term of three years and will pay him a monthly consulting fee of $ 50,000 Amended and Restated Claw Back Policy In November 2023, the Company adopted a claw back policy that provides for the recovery, or “claw back”, of erroneously awarded incentive-based executive compensation, as required by Rule 10D-1 under the Securities Exchange Act of 1934 (“Rule 10D-1”) and the Nasdaq listing requirements. In April 2024, the Company adopted a restated and amended version of that policy to add immaterial but clarifying provisions. Sale Restriction Waiver In April 2024, the Company secured from Greenle Partners LLC Series Alpha P.S. (“Greenle Alpha”) and Greenle Partners LLC Series Beta P.S. (“Greenle Beta” and, together with Greenle Alpha, “Greenle”) a waiver on the restrictions contained in its financing agreements with the Company that prohibits the Company’s sales of shares of common stock prior to November 2024 at per-share prices below $5.00 (as may be adjusted for stock splits and similar transactions, the “Trigger Price”). The restriction on sales of common stock by the Company below the Trigger Price terminates in November 2024. This waiver permitted the Company to sell up to an aggregate of 15 million shares prior to November 2024 at prices below the Trigger Price. In consideration of this waiver, Greenle is entitled to be issued up to an aggregate of 2.8 million shares of our common stock (“Initial Greenle Waiver Shares”) from time to time upon written notice to our company. This waiver was amended in May 2024 to increase number of shares permitted to be sold by the Company at prices under the Trigger Price prior to November 2024 to the greater of (i) 30 million shares and (ii) $30 million (based on the gross sale prices of such shares). In consideration of this waiver modification, Greenle is entitled to demand from time to time that the Company issue an amount of additional shares (the “Additional Greenle Waiver Shares” and collectively with the Initial Greenle Shares and the Greenle Revenue Participation Shares, the “Greenle Shares”) equal to 0.22 shares of common stock for each share of common stock sold by the Company through November 6, 2024 in excess of 15 million shares at prices below the Trigger Price. Termination of Partnership Agreement In May 2024, in light of discussions between our Company and Wyndham on the initial and projected future performance of our properties within the franchise relationships, we commenced the return of all property listings to our control, terminating our franchise relationship with Wyndham. The Company is currently in the process of de-platforming these properties from Wyndham’s systems and moving each hotel listing back under the Company’s control. The Company expects that this process will be completed by the end of May 2024 with minimal operational disruption, although unforeseen risks could cause delays. As part of the Company’s previously announced imitative to add industry depth and breadth to its board of directors and management to help evolve operations, the Company’s enhanced board and executive teams have reviewed all existing operational relationships. Given the Company’s operating model, it was concluded that over the long term the Company would be better served operationally and financially by operating the hotels as an independent operator. At this time, we have recorded the Development Incentive Advances as a current liability from long-term on our Condensed Consolidated Balance Sheets as well as included an additional $ 2.6 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AS RESTATED (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | a. Basis of Presentation |
Revenue Recognition | b. Revenue Recognition Payment received for the future use of a rental unit is recognized as a liability and reported as rents received in advance on the balance sheets. Rents received in advance are recognized as revenue after the rental unit is occupied by the customer for the agreed upon length of time. The rents received in advance balance as of March 31, 2024, and December 31, 2023, was $ 14,626,651 4,404,216 |
Use of Estimates | c. Use of Estimates |
Going Concern | d Going Concern 78,523,377 42,159,482 56,939,827 |
Cash and Cash Equivalents | e. Cash and Cash Equivalents 994,904 752,848 |
Accounts Receivable, Channel Retained Funds, and Processor Retained Funds | f. Accounts Receivable, Channel Retained Funds, and Processor Retained Funds 2,947,780 529,000 |
Fair Value of Financial Instruments | g. Fair Value of Financial Instruments |
Commissions | h. Commissions 6,192,305 3,073,533 |
Income Taxes | i. Income Taxes Accounting for Uncertainty in Income Taxes, The Company is subject to income taxes in the jurisdictions in which it operates. The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carry-forwards. A valuation allowance is recorded for deferred tax assets if it is more likely than not that the deferred tax assets will not be realized. For the three months ended March 31, 2024, the Company did no 122,161 |
Sales Tax | j. Sales Tax 363,952 3,266,302 |
Paycheck Protection Program Loan (“PPP”) | k. Paycheck Protection Program Loan (“PPP”) |
Earnings Per Share (“EPS”) | l. Earnings Per Share (“EPS”) |
Preferred Stock | m. Preferred Stock |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restatement Of Previously Issued Financial Statements | |
Condensed balance sheet | Condensed balance sheet As of March 31, 2024 As Previously Restatement Restatement ASSETS Current Assets Cash and Cash Equivalents $ 994,904 $ - $ 994,904 Accounts Receivable, Net 486,067 - 486,067 Channel Retained Funds, Net 1,500,000 (1,500,000 ) - a Processor Retained Funds, Net 2,633,926 (2,633,926 ) - b Receivables from On-Line Travel Agencies, Net 6,749,769 (6,749,769 ) - b (984,744 ) b Receivables from City of New York and Landlords, Net 6,018,035 (3,201,640 ) 1,831,651 c Prepaid Expenses and Other Current Assets 1,361,114 (342,212 ) 1,018,902 d Prepaid Guarantee Trust - Related Party 672,750 - 672,750 Total Current Assets 20,416,565 (15,412,291 ) 5,004,274 Other Assets Furniture, Equipment and Leasehold Improvements, Net 677,559 - 677,559 Security Deposits - Noncurrent 20,607,413 - 20,607,413 Prepaid Expenses and Other Noncurrent Assets 5,974,276 - 5,974,276 Operating Lease Right-Of-Use Assets, Net 229,016,100 - 229,016,100 Total Other Assets 256,275,348 - 256,275,348 Total Assets $ 276,691,913 $ (15,412,291 ) $ 261,279,622 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities $ 3,738,225 b Accounts Payable and Accrued Expenses $ 28,868,844 (1,827,157 ) $ 30,779,912 c Bookings Received in Advance 6,576,403 8,050,248 14,626,651 e Short Term Business Financing, Net 3,733,417 - 3,733,417 Loans Payable - Current 1,666,108 - 1,666,108 Initial Direct Costs Leases - Current 300,000 - 300,000 Operating Lease Liabilies - Current 1,944,026 - 1,944,026 Development Incentive Advances - Current 8,893,987 - 8,893,987 Total Current Liabilities 51,982,785 9,961,316 61,944,101 Long-Term Liabilities Loans Payable 1,447,720 - 1,447,720 Development Incentive Advances - Noncurrent - - - Initial Direct Costs Leases - Noncurrent 3,950,000 - 3,950,000 Operating Lease Liabilities - Noncurrent 231,815,657 - 231,815,657 Total Long-Term Liabilities 237,213,377 - 237,213,377 Total Liabilities 289,196,162 9,961,316 299,157,478 Mezzanine equity 13% Redeemable Preferred Stock; Liquidation Perference $25 per Share; 10,000,000 Shares Authorized; 294,144 shares issued and outstanding as of March 31, 2024 5,775,596 - 5,775,596 Commitments and Contingencies Stockholders’ Deficit Common Stock (90,000,000 shares authorized, issued, outstanding - 41,839,361) 418 - 418 Additional Paid In Capital 98,455,107 - 98,455,107 Accumulated Deficit (116,735,370 ) (25,373,607 ) (142,108,977 ) a, b, c, d, e Total Stockholders’ Deficit (18,279,845 ) (25,373,607 ) (43,653,452 ) Total Liabilities and Stockholders’ Deficit $ 276,691,913 $ (15,412,291 ) $ 261,279,622 |
Condensed income statement | Condensed income statement As of March 31, 2024 As Previously Restatement Restatement Net Rental Revenue $ 29,101,207 $ (15,143,846 ) $ 13,957,361 b, c, e Rent Expense 8,344,007 - 8,344,007 Non-Cash Rent Expense Amortization 2,093,667 - 2,093,667 Surrender of Deposits 750,000 - 750,000 Other Expenses 22,508,411 1,842,212 24,350,623 a, d Total Cost of Revenue 33,696,085 1,842,212 35,538,297 Gross (Loss) Profit (4,594,878 ) (16,986,058 ) (21,580,936 ) General and Administrative Expenses 3,755,756 8,387,549 12,143,305 b Non-Cash Issuance of Common Stock for Operating Expenses 304,925 - 304,925 Non-Cash Stock Compensation Expense 724,514 - 724,514 Non-Cash Stock Option Expense 152,339 - 152,339 Partnership Considerations 2,679,469 - 2,679,469 Total Operating Expenses 7,617,003 8,387,549 16,004,552 (Loss) Income from Operations (12,211,881 ) (25,373,607 ) (37,585,488 ) Other Income (Expense) Other Income 210,076 - 210,076 Cash Interest and Financing Costs (2,459,800 ) - (2,459,800 ) Non-Cash Financing Costs (2,324,270 ) - (2,324,270 ) Total Other Expense (4,573,994 ) - (4,573,994 ) Loss Before Provision for Income Taxes (16,785,875 ) (25,373,607 ) (42,159,482 ) Provision for Income Taxes - - - Net Loss (16,785,875 ) (25,373,607 ) (42,159,482 ) Preferred Stock Dividend (238,992 ) - (238,992 ) Net Loss Attributable to Common Stockholders $ (17,024,867 ) $ (25,373,607 ) $ (42,398,474 ) Basic Loss Per Common Share $ (0.35 ) $ (0.52 ) $ (0.87 ) Diluted Loss Per Common Share $ (0.35 ) $ (0.52 ) $ (0.87 ) Basic and Diluted Weighted Average Number of Common Shares Outstanding 49,223,606 49,223,606 49,223,606 |
Stockholders' equity | Stockholders' equity Common Stock Additional Accumulated Stockholders’ Restatement Shares Value Capital Deficit (Deficit) References Balance - December 31, 2023 39,462,440 $ 394 $ 90,437,155 $ (99,710,503 ) $ (9,272,954 ) Net Loss - - - (16,785,875 ) (16,785,875 ) Non-Cash Stock Compensation Expense 222,800 2 633,074 - 633,076 Non-Cash Option Compensation Expense - - 152,339 - 152,339 Issuance of Shares for Operating Expenses 69,863 1 304,925 - 304,926 Modification of Warrants - - 2,036,200 - 2,036,200 Warrant Exercise 1,450,000 15 4,799,985 - 4,800,000 Issuance of Shares to Satisfy Loans 20,008 - 91,435 - 91,435 Issuance of Shares for Revenue Share Agreement 614,250 6 (6 ) - - Preferred Dividends - - - (238,992 ) (238,992 ) Restatement Items (25,373,607 ) (25,373,607 ) a, b, c, d, e Balance - March 31, 2024 41,839,361 $ 418 $ 98,455,107 $ (142,108,977 ) $ (43,653,452 ) Balance - December 31, 2022 27,691,918 $ 276 $ 17,726,592 $ (21,018,992 ) $ (3,292,124 ) Net Loss - - - (2,780,534 ) (2,780,534 ) Non-Cash Stock Compensation Expense 166,665 2 429,994 - 429,996 Non-Cash Option Compensation Expense - - 167,573 - 167,573 Issuance of Shares for Operating Expenses 433,881 4 884,812 - 884,816 Conversion of loans 900,000 9 2,699,991 - 2,700,000 Warrant Exercise 200,000 2 399,998 - 400,000 Loss on Debt Extinguishment - - 58,579 - 58,579 Restatement Items - - - - - Balance - March 31, 2023 29,392,464 $ 293 $ 22,367,539 $ (23,799,526 ) $ (1,431,694 ) |
Condensed Cash Flow Statement | Condensed Cash Flow Statement As of March 31, 2024 As Previously Restatement As Restatement Reported Adjustments Restated References Cash Flows from Operating Activities Net (Loss) $ (16,785,875 ) $ (25,373,607 ) $ (42,159,482 ) a, b, c, d, e Adjustments to reconcile net (loss) income to net cash provided by operating activities: Writeoff of bad debts 7,843,456 7,843,456 b Writeoff of channel retained funds security deposit 1,500,000 1,500,000 a Writeoff of security deposits 750,000 - 750,000 Writeoff of vendor overpayment 50,000 - 50,000 Non-cash stock compensation expense 55,500 - 55,500 Non-cash stock director expense 577,576 - 577,576 Non-cash stock option expense 152,339 - 152,339 Depreciation expense 13,676 - 13,676 Shares issued for operating expenses 304,926 - 304,926 Modification of Warrants 2,036,200 - 2,036,200 Non-cash lease expense 10,146,639 - 10,146,639 Gain on lease exit (209,811 ) - (209,811 ) Non-cash foregiveness of Development Incentive Advances (75,210 ) - (75,210 ) Gain on sale of Treasury Bills - - - Non-cash Financing Charges Associated with Short Term Business Financing 286,576 - 286,576 Loss on Debt Extinguishment - - - Changes in operating assets and liabilities: (Increase) Decrease in: Accounts Receivable, Net (156,180 ) - (156,180 ) Receivables from On-Line Travel Agencies, Net 186,485 2,524,983 2,711,468 b Receivables from City of New York and Landlords, Net (1,432,665 ) 3,201,640 1,768,975 c Prepaid expense and other assets (4,415,639 ) 342,212 (4,073,427 ) d Prepaid Guarantee Trust - Related Party 351,000 - 351,000 Security deposits (1,050,000 ) - (1,050,000 ) (Decrease) Increase in: - Accounts payable and accrued expenses 5,636,539 1,911,068 7,547,607 b, c Operating lease liabilities (8,050,548 ) - (8,050,548 ) Rents received in advance 2,172,187 8,050,248 10,222,435 e Accrued Income Taxes - - - Net cash provided by operating activities (9,456,285 ) - (9,456,285 ) Cash Flows from Investing Activities Purchase of Furniture and Equipment - - - Proceeds from the sale of Treasury Bills - - - Net cash provided by investing activities - - - Cash Flows from Financing Activities Deferred offering costs - net Proceeds from (Repayments of) short term business financing - net 2,331,721 - 2,331,721 Warrant Exercises 4,800,000 - 4,800,000 Proceeds from Development Incentive Advances 3,000,500 - 3,000,500 Proceds from (Repayments of) loans payable - net 67 - 67 Repayments of loans payable - net (194,955 ) - (194,955 ) Preferred shareholder dividends paid (238,992 ) - (238,992 ) Net cash used in financing activities 9,698,341 - 9,698,341 Net Increase in Cash and Cash Equivalents and Restricted Cash 242,056 - 242,056 Cash and Cash Equivalents and Restricted Cash - beginning of the period 752,848 - 752,848 Cash and Cash Equivalents and Restricted Cash - end of the period 994,904 - 994,904 Cash and Cash Equivalents 994,904 - 994,904 Restricted Cash - - - Total Cash and Cash Equivalents and Restricted Cash $ 994,904 $ - $ 994,904 Supplemental Disclosures of Cash Flow Information Taxes $ - $ - $ - Interest $ 1,598,784 $ - $ 1,598,784 Noncash operating activities: Acquisition of New Operating Lease Right-of-Use Assets $ - $ - $ - Noncash financing activities: Financed Initial Direct Costs for leases paid with common stock $ 91,435 $ - $ 91,435 Conversion of debt to common stock and additional paid-in capital $ - $ - $ - |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of supplemental balance sheet information related to leases | Schedule of supplemental balance sheet information related to leases March 31, December 31, Operating lease right of use assets, net $ 229,016,100 $ 241,613,588 Operating lease liabilities, current portion $ 1,944,026 $ 1,982,281 Operating lease liabilities, net of current portion $ 231,815,657 $ 242,488,610 |
Schedule of future minimum lease payments under the non-cancelable operating leases | Schedule of future minimum lease payments under the non-cancelable operating leases Twelve Months Ending March 31, 2025 $ 30,835,724 2026 31,709,210 2027 32,589,176 2028 33,826,455 2029 34,890,889 Thereafter 409,189,267 Total lease payment $ 573,040,721 Less interest (339,281,038 ) Present value obligation 233,759,683 Short-term liability 1,944,026 Long-term liability $ 231,815,657 |
Schedule of other supplemental information related to operating lease | Schedule of other supplemental information related to operating lease March 31, March 31, Weighted average discount rate 12.15 % 10.0 % Weighted average remaining lease term (years) 13.4 13.0 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Operating lease cost $ 10,146,639 $ 6,456,680 Short-term lease cost $ 291,035 $ 616,856 Total lease cost $ 10,437,674 $ 7,073,536 |
LOANS PAYABLE _ SBA _ PPP LOAN
LOANS PAYABLE – SBA – PPP LOAN (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Loans Payable Sba Ppp Loan | |
Schedule of future minimum principal repayments of the SBA,PPP loans payable | Schedule of future minimum principal repayments of the SBA,PPP loans payable For the Twelve Months Ending March 31, 2025 $ 276,658 |
LOANS PAYABLE _ SBA _ EIDL LO_2
LOANS PAYABLE – SBA – EIDL LOAN (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Loans Payable Sba Eidl Loan | |
Schedule of future minimum principal repayments of the SBA,EIDL loans payable | Schedule of future minimum principal repayments of the SBA,EIDL loans payable For the Twelve Months Ending March 31, 2025 $ 18,699 2026 15,536 2027 16,129 2028 16,744 2029 17,383 Thereafter 698,828 Total $ 783,319 |
LOANS PAYABLE (Tables)
LOANS PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Loans Payable Abstract | |
Schedule of loans payable | Schedule of loans payable March 31, December 31, 2023 Original payable of $ 151,096 252,954 1,500 404,050 356,012 338,512 Original payable of $ 553,175 72,237 25,000 625,412 400,000 400,000 Original payable of $ 492,180 620,804 25,000 1,112,984 865,618 865,618 Original amounts due of $ 195,000 10,000 25,000 20,000 20,000 Other borrowing 342,246 356,048 Less: Current maturities 1,370,751 1,360,609 $ 613,125 $ 619,569 |
Schedule of future minimum principal repayments of the loans payable | Schedule of future minimum principal repayments of the loans payable For the Twelve Months Ending March 31, 2024 $ 1,370,751 2025 613,125 Loans payable $ 1,983,876 |
STOCK OPTIONS, RESTRICTED STO_2
STOCK OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Black-Scholes option pricing model was used with the following weighted assumptions for options granted | Schedule of Black-Scholes option pricing model was used with the following weighted assumptions for options granted Number of Weighted Average Weighted Aggregate Outstanding at December 31, 2023 1,746,885 $ 2.86 9.0 $ 5,427,118 Granted - - Exercised - - Expired - - Forfeited (29,250 ) 2.09 Outstanding at March 31, 2024 1,717,635 $ 2.88 8.7 $ - Exercisable at March 31, 2024 485,045 $ 2.69 8.6 $ - |
Schedule of status of non-vested options | Schedule of status of non-vested options Number of Weighted Average Nonvested options at December 31, 2023 1,257,590 $ 2.93 Granted - - Forfeited - - Vested (25,000 ) $ 1.74 Nonvested options at March 31, 2024 1,232,590 $ 2.95 |
Schedule of stock option activity | Schedule of stock option activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2023 5,442,000 $ 4.68 4.7 $ 7,038,940 Granted - - Exercised (1,450,000 ) 3.31 Expired - - Forfeited - - Outstanding at March 31, 2024 3,992,000 $ 2.92 4.4 $ - Exercisable at March 31, 2024 3,992,000 $ 2.92 4.4 $ - |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity Transactions | |
Schedule of equity transactions | Schedule of equity transactions Description General Ledger Account Date Shares Price Value Non-employee loan payment Loan payable 1/25/2024 20,008 $ 4.57 $ 91,437 Non-employee commission expense Commission Expense 1/25/2024 10,079 $ 4.57 $ 46,061 Non-employee investor relations expense Investor Relations Expense 1/30/2024 59,784 $ 4.33 $ 258,865 Non-employee director compensation Non-Cash Issuance of Common Stock for Director Compensation Expenses 2/8/2024 197,800 $ 2.92 $ 577,576 Employee Compensation Non-Cash Issuance of Common Stock for Compensation Expenses 3/15/2024 25,000 $ 2.22 $ 55,500 Subtotal 312,671 $ 1,029,439 For the three months ended March 31, 2023 Description General Ledger Account Date Shares Price Value Non-employee Board members pursuant to related comp. policy Non-Cash Stock Compensation Expense 3/1/2023 166,665 $ 2.58 $ 429,996 In connection with certain property finders’ fee arrangements Non-Cash Issuance of Common Stock for Operating Expenses 3/17/2023 136,887 $ 2.45 $ 335,373 In connection with a consulting agreement Non-Cash Issuance of Common Stock for Operating Expenses 2/10/2023 196,994 $ 1.85 $ 364,439 In connection with a marketing agreement Non-Cash Issuance of Common Stock for Operating Expenses 2/10/2023 100,000 $ 1.85 $ 185,000 Subtotal 600,546 $ 1,314,808 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||||
Cash and Cash Equivalents | $ 994,904 | $ 752,848 | ||
Accounts Receivable, Net | 486,067 | 329,887 | ||
Channel Retained Funds, Net | 1,500,000 | |||
Processor Retained Funds, Net | 2,633,926 | |||
Receivables from On-Line Travel Agencies, Net | ||||
Receivables from City of New York and Landlords, Net | 1,831,651 | 4,585,370 | ||
Prepaid Expenses and Other Current Assets | 1,018,902 | |||
Prepaid Guarantee Trust - Related Party | 672,750 | 1,023,750 | ||
Total Current Assets | 5,004,274 | |||
Other Assets | ||||
Furniture, Equipment and Leasehold Improvements, Net | 677,559 | 691,235 | ||
Security Deposits - Noncurrent | 20,607,413 | 20,307,413 | ||
Prepaid Expenses and Other Noncurrent Assets | 5,974,276 | 960,729 | ||
Operating Lease Right-Of-Use Assets, Net | 229,016,100 | 241,613,588 | ||
Total Other Assets | 256,275,348 | 263,572,965 | ||
Total Assets | 261,279,622 | |||
Current Liabilities | ||||
Accounts Payable and Accrued Expenses | 30,779,912 | |||
Bookings Received in Advance | 14,626,651 | 4,404,216 | ||
Short Term Business Financing, Net | 3,733,417 | 1,115,120 | ||
Loans Payable - Current | 1,666,108 | 1,654,589 | ||
Initial Direct Costs Leases - Current | 300,000 | 486,390 | ||
Operating Lease Liabilies - Current | 1,944,026 | 1,982,281 | ||
Development Incentive Advances - Current | 8,893,987 | 300,840 | ||
Total Current Liabilities | 61,944,101 | 33,125,741 | ||
Long-Term Liabilities | ||||
Loans Payable | 1,447,720 | 1,459,172 | ||
Development Incentive Advances - Noncurrent | 5,667,857 | |||
Initial Direct Costs Leases - Noncurrent | 3,950,000 | 4,050,000 | ||
Operating Lease Liabilities - Noncurrent | 231,815,657 | 242,488,610 | ||
Total Long-Term Liabilities | 237,213,377 | 253,665,639 | ||
Total Liabilities | 299,157,478 | 286,791,380 | ||
Mezzanine equity | ||||
13% Redeemable Preferred Stock; Liquidation Perference $25 per Share; 10,000,000 Shares Authorized; 294,144 shares issued and outstanding as of March 31, 2024 | 5,775,596 | 5,775,596 | ||
Stockholders’ Deficit | ||||
Common Stock (90,000,000 shares authorized, issued, outstanding - 41,839,361) | 418 | 394 | ||
Additional Paid In Capital | 98,455,107 | 90,437,155 | ||
Accumulated Deficit | (142,108,977) | (99,710,503) | ||
Total Stockholders’ Deficit | (43,653,452) | $ (9,272,954) | $ (1,431,694) | $ (3,292,124) |
Total Liabilities and Stockholders’ Deficit | 261,279,622 | |||
Previously Reported [Member] | ||||
Current Assets | ||||
Cash and Cash Equivalents | 994,904 | |||
Accounts Receivable, Net | 486,067 | |||
Channel Retained Funds, Net | 1,500,000 | |||
Processor Retained Funds, Net | 2,633,926 | |||
Receivables from On-Line Travel Agencies, Net | 6,749,769 | |||
Receivables from City of New York and Landlords, Net | 6,018,035 | |||
Prepaid Expenses and Other Current Assets | 1,361,114 | |||
Prepaid Guarantee Trust - Related Party | 672,750 | |||
Total Current Assets | 20,416,565 | |||
Other Assets | ||||
Furniture, Equipment and Leasehold Improvements, Net | 677,559 | |||
Security Deposits - Noncurrent | 20,607,413 | |||
Prepaid Expenses and Other Noncurrent Assets | 5,974,276 | |||
Operating Lease Right-Of-Use Assets, Net | 229,016,100 | |||
Total Other Assets | 256,275,348 | |||
Total Assets | 276,691,913 | |||
Current Liabilities | ||||
Accounts Payable and Accrued Expenses | 28,868,844 | |||
Bookings Received in Advance | 6,576,403 | |||
Short Term Business Financing, Net | 3,733,417 | |||
Loans Payable - Current | 1,666,108 | |||
Initial Direct Costs Leases - Current | 300,000 | |||
Operating Lease Liabilies - Current | 1,944,026 | |||
Development Incentive Advances - Current | 8,893,987 | |||
Total Current Liabilities | 51,982,785 | |||
Long-Term Liabilities | ||||
Loans Payable | 1,447,720 | |||
Development Incentive Advances - Noncurrent | ||||
Initial Direct Costs Leases - Noncurrent | 3,950,000 | |||
Operating Lease Liabilities - Noncurrent | 231,815,657 | |||
Total Long-Term Liabilities | 237,213,377 | |||
Total Liabilities | 289,196,162 | |||
Mezzanine equity | ||||
13% Redeemable Preferred Stock; Liquidation Perference $25 per Share; 10,000,000 Shares Authorized; 294,144 shares issued and outstanding as of March 31, 2024 | 5,775,596 | |||
Stockholders’ Deficit | ||||
Common Stock (90,000,000 shares authorized, issued, outstanding - 41,839,361) | 418 | |||
Additional Paid In Capital | 98,455,107 | |||
Accumulated Deficit | (116,735,370) | |||
Total Stockholders’ Deficit | (18,279,845) | |||
Total Liabilities and Stockholders’ Deficit | 276,691,913 | |||
Revision of Prior Period, Adjustment [Member] | ||||
Current Assets | ||||
Cash and Cash Equivalents | ||||
Accounts Receivable, Net | ||||
Channel Retained Funds, Net | (1,500,000) | |||
Processor Retained Funds, Net | (2,633,926) | |||
Receivables from On-Line Travel Agencies, Net | (6,749,769) | |||
Receivables from City of New York and Landlords, Net | (3,201,640) | |||
Prepaid Expenses and Other Current Assets | (342,212) | |||
Prepaid Guarantee Trust - Related Party | ||||
Total Current Assets | (15,412,291) | |||
Other Assets | ||||
Furniture, Equipment and Leasehold Improvements, Net | ||||
Security Deposits - Noncurrent | ||||
Prepaid Expenses and Other Noncurrent Assets | ||||
Operating Lease Right-Of-Use Assets, Net | ||||
Total Other Assets | ||||
Total Assets | (15,412,291) | |||
Current Liabilities | ||||
Accounts Payable and Accrued Expenses | (1,827,157) | |||
Bookings Received in Advance | 8,050,248 | |||
Short Term Business Financing, Net | ||||
Loans Payable - Current | ||||
Initial Direct Costs Leases - Current | ||||
Operating Lease Liabilies - Current | ||||
Development Incentive Advances - Current | ||||
Total Current Liabilities | 9,961,316 | |||
Long-Term Liabilities | ||||
Loans Payable | ||||
Development Incentive Advances - Noncurrent | ||||
Initial Direct Costs Leases - Noncurrent | ||||
Operating Lease Liabilities - Noncurrent | ||||
Total Long-Term Liabilities | ||||
Total Liabilities | 9,961,316 | |||
Mezzanine equity | ||||
13% Redeemable Preferred Stock; Liquidation Perference $25 per Share; 10,000,000 Shares Authorized; 294,144 shares issued and outstanding as of March 31, 2024 | ||||
Stockholders’ Deficit | ||||
Common Stock (90,000,000 shares authorized, issued, outstanding - 41,839,361) | ||||
Additional Paid In Capital | ||||
Accumulated Deficit | (25,373,607) | |||
Total Stockholders’ Deficit | (25,373,607) | |||
Total Liabilities and Stockholders’ Deficit | $ (15,412,291) |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Net Rental Revenue | $ 13,957,361 | $ 22,814,175 |
Rent Expense | 8,344,007 | 5,421,867 |
Non-Cash Rent Expense Amortization | 2,093,667 | 1,651,669 |
Surrender of Deposits | 750,000 | |
Other Expenses | 24,350,623 | 10,378,765 |
Total Cost of Revenue | 35,538,297 | 17,452,301 |
Gross (Loss) Profit | (21,580,936) | 5,361,874 |
General and Administrative Expenses | 12,143,305 | 2,742,586 |
Non-Cash Issuance of Common Stock for Operating Expenses | 304,925 | 884,816 |
Non-Cash Stock Compensation Expense | 724,514 | 429,996 |
Non-Cash Stock Option Expense | 152,339 | 167,573 |
Partnership Considerations | 2,679,469 | |
Total Operating Expenses | 16,004,552 | 4,224,971 |
(Loss) Income from Operations | (37,585,488) | 1,136,903 |
Other Income (Expense) | ||
Other Income | 210,076 | 39,878 |
Cash Interest and Financing Costs | (2,459,800) | (2,130,605) |
Non-Cash Financing Costs | (2,324,270) | (1,704,549) |
Total Other Expense | (4,573,994) | (3,795,276) |
Loss Before Provision for Income Taxes | (42,159,482) | (2,658,373) |
Provision for Income Taxes | 0 | 122,161 |
Net Loss | (42,159,482) | (2,780,534) |
Preferred Stock Dividend | (238,992) | |
Net Loss Attributable to Common Stockholders | $ (42,398,474) | $ (2,780,534) |
Basic Loss Per Common Share | $ (0.87) | $ (0.10) |
Diluted Loss Per Common Share | $ (0.87) | $ (0.10) |
Basic Weighted Average Number of Common Shares Outstanding | 49,223,606 | 28,659,358 |
Diluted Weighted Average Number of Common Shares Outstanding | 49,223,606 | 28,659,358 |
Previously Reported [Member] | ||
Net Rental Revenue | $ 29,101,207 | |
Rent Expense | 8,344,007 | |
Non-Cash Rent Expense Amortization | 2,093,667 | |
Surrender of Deposits | 750,000 | |
Other Expenses | 22,508,411 | |
Total Cost of Revenue | 33,696,085 | |
Gross (Loss) Profit | (4,594,878) | |
General and Administrative Expenses | 3,755,756 | |
Non-Cash Issuance of Common Stock for Operating Expenses | 304,925 | |
Non-Cash Stock Compensation Expense | 724,514 | |
Non-Cash Stock Option Expense | 152,339 | |
Partnership Considerations | 2,679,469 | |
Total Operating Expenses | 7,617,003 | |
(Loss) Income from Operations | (12,211,881) | |
Other Income (Expense) | ||
Other Income | 210,076 | |
Cash Interest and Financing Costs | (2,459,800) | |
Non-Cash Financing Costs | (2,324,270) | |
Total Other Expense | (4,573,994) | |
Loss Before Provision for Income Taxes | (16,785,875) | |
Provision for Income Taxes | 0 | |
Net Loss | (16,785,875) | |
Preferred Stock Dividend | (238,992) | |
Net Loss Attributable to Common Stockholders | $ (17,024,867) | |
Basic Loss Per Common Share | $ (0.35) | |
Diluted Loss Per Common Share | $ (0.35) | |
Basic Weighted Average Number of Common Shares Outstanding | 49,223,606 | |
Diluted Weighted Average Number of Common Shares Outstanding | 49,223,606 | |
Revision of Prior Period, Adjustment [Member] | ||
Net Rental Revenue | $ (15,143,846) | |
Rent Expense | ||
Non-Cash Rent Expense Amortization | ||
Surrender of Deposits | ||
Other Expenses | 1,842,212 | |
Total Cost of Revenue | 1,842,212 | |
Gross (Loss) Profit | (16,986,058) | |
General and Administrative Expenses | 8,387,549 | |
Non-Cash Issuance of Common Stock for Operating Expenses | ||
Non-Cash Stock Compensation Expense | ||
Non-Cash Stock Option Expense | ||
Partnership Considerations | ||
Total Operating Expenses | 8,387,549 | |
(Loss) Income from Operations | (25,373,607) | |
Other Income (Expense) | ||
Other Income | ||
Cash Interest and Financing Costs | ||
Non-Cash Financing Costs | ||
Total Other Expense | ||
Loss Before Provision for Income Taxes | (25,373,607) | |
Provision for Income Taxes | 0 | |
Net Loss | (25,373,607) | |
Preferred Stock Dividend | ||
Net Loss Attributable to Common Stockholders | $ (25,373,607) | |
Basic Loss Per Common Share | $ (0.52) | |
Diluted Loss Per Common Share | $ (0.52) | |
Basic Weighted Average Number of Common Shares Outstanding | 49,223,606 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balance - December 31, 2022 | $ (9,272,954) | $ (3,292,124) |
Net Loss | (16,785,875) | (2,780,534) |
Non-Cash Stock Compensation Expense | 633,076 | 429,996 |
Non-Cash Option Compensation Expense | 167,573 | |
Non-Cash Option Compensation Expense | 152,339 | |
Issuance of Shares for Operating Expenses | 304,926 | 884,816 |
Conversion of loans | 2,700,000 | |
Modification of Warrants | 2,036,200 | |
Warrant Exercise | 4,800,000 | 400,000 |
Loss on Debt Extinguishment | 58,579 | |
Issuance of Shares to Satisfy Loans | 91,435 | |
Agreement | ||
Preferred Dividends | (238,992) | |
Restatement Items | (25,373,607) | |
Balance - March 31, 2023 | (43,653,452) | (1,431,694) |
Common Stock [Member] | ||
Balance - December 31, 2022 | $ 394 | $ 276 |
Beginning balance, shares | 39,462,440 | 27,691,918 |
Net Loss | ||
Non-Cash Stock Compensation Expense | $ 2 | $ 2 |
Non-Cash Stock Compensation Expense, shares | 222,800 | 166,665 |
Non-Cash Option Compensation Expense | ||
Non-Cash Option Compensation Expense | ||
Issuance of Shares for Operating Expenses | $ 1 | $ 4 |
Issuance of Shares for Operating Expenses, shares | 69,863 | 433,881 |
Conversion of loans | $ 9 | |
Conversion of Loans, shares | 900,000 | |
Modification of Warrants | ||
Warrant Exercise | $ 15 | $ 2 |
Warrant Exercise, shares | 1,450,000 | 200,000 |
Loss on Debt Extinguishment | ||
Issuance of Shares to Satisfy Loans | ||
Issuance of Shares to Satisfy Loans, shares | 20,008 | |
Agreement | $ (6) | |
Issuance of Shares for Revenue Share Agreements, shares | 614,250 | |
Preferred Dividends | ||
Restatement Items | ||
Balance - March 31, 2023 | $ 418 | $ 293 |
Ending balance, shares | 41,839,361 | 29,392,464 |
Additional Paid-in Capital [Member] | ||
Balance - December 31, 2022 | $ 90,437,155 | $ 17,726,592 |
Net Loss | ||
Non-Cash Stock Compensation Expense | 633,074 | 429,994 |
Non-Cash Option Compensation Expense | 167,573 | |
Non-Cash Option Compensation Expense | 152,339 | |
Issuance of Shares for Operating Expenses | 304,925 | 884,812 |
Conversion of loans | 2,699,991 | |
Modification of Warrants | 2,036,200 | |
Warrant Exercise | 4,799,985 | 399,998 |
Loss on Debt Extinguishment | 58,579 | |
Issuance of Shares to Satisfy Loans | 91,435 | |
Agreement | 6 | |
Preferred Dividends | ||
Restatement Items | ||
Balance - March 31, 2023 | 98,455,107 | 22,367,539 |
Retained Earnings [Member] | ||
Balance - December 31, 2022 | (99,710,503) | (21,018,992) |
Net Loss | (16,785,875) | (2,780,534) |
Non-Cash Stock Compensation Expense | ||
Non-Cash Option Compensation Expense | ||
Non-Cash Option Compensation Expense | ||
Issuance of Shares for Operating Expenses | ||
Conversion of loans | ||
Modification of Warrants | ||
Warrant Exercise | ||
Loss on Debt Extinguishment | ||
Issuance of Shares to Satisfy Loans | ||
Agreement | ||
Preferred Dividends | (238,992) | |
Restatement Items | (25,373,607) | |
Balance - March 31, 2023 | $ (142,108,977) | $ (23,799,526) |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 3) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net (Loss) | $ (42,159,482) | $ (2,780,534) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Writeoff of bad debts | 7,843,456 | |
Writeoff of channel retained funds security deposit | 1,500,000 | |
Writeoff of security deposits | 750,000 | |
Writeoff of vendor overpayment | 50,000 | |
Non-cash stock compensation expense | 55,500 | 429,996 |
Non-cash stock director expense | 577,576 | |
Non-cash stock option expense | 152,339 | 167,573 |
Depreciation expense | 13,676 | 11,031 |
Shares issued for operating expenses | 304,926 | |
Modification of Warrants | 2,036,200 | |
Non-cash lease expense | 10,146,639 | 6,456,386 |
Gain on lease exit | (209,811) | |
Non-cash foregiveness of Development Incentive Advances | (75,210) | |
Gain on sale of Treasury Bills | (31,014) | |
Non-cash Financing Charges Associated with Short Term Business Financing | 286,576 | 78,402 |
Loss on Debt Extinguishment | 58,579 | |
(Increase) Decrease in: | ||
Accounts Receivable, Net | (156,180) | |
Receivables from On-Line Travel Agencies, Net | 2,711,468 | |
Receivables from City of New York and Landlords, Net | 1,768,975 | |
Prepaid expense and other assets | (4,073,427) | 261,157 |
Prepaid Guarantee Trust - Related Party | 351,000 | |
Security deposits | (1,050,000) | (3,907,720) |
(Decrease) Increase in: | ||
Accounts payable and accrued expenses | 7,547,607 | 1,024,948 |
Operating lease liabilities | (8,050,548) | (4,804,716) |
Rents received in advance | 10,222,435 | 2,630,239 |
Accrued Income Taxes | 122,161 | |
Net cash provided by operating activities | (9,456,285) | |
Cash Flows from Investing Activities | ||
Purchase of Furniture and Equipment | (249,762) | |
Proceeds from the sale of Treasury Bills | 2,692,396 | |
Net cash provided by investing activities | 2,442,634 | |
Cash Flows from Financing Activities | ||
Proceeds from (Repayments of) short term business financing - net | 2,331,721 | (1,255,512) |
Warrant Exercises | 4,800,000 | 400,000 |
Proceeds from Development Incentive Advances | 3,000,500 | |
Proceds from (Repayments of) loans payable - net | 67 | (165,896) |
Repayments of loans payable - net | (194,955) | |
Preferred shareholder dividends paid | (238,992) | |
Net cash used in financing activities | 9,698,341 | (1,021,408) |
Net Increase in Cash and Cash Equivalents and Restricted Cash | 242,056 | |
Cash and Cash Equivalents and Restricted Cash - beginning of the period | 752,848 | |
Cash and Cash Equivalents and Restricted Cash - end of the period | 994,904 | |
Cash and Cash Equivalents | 994,904 | 2,880,909 |
Restricted Cash | 1,100,000 | |
Total Cash and Cash Equivalents and Restricted Cash | 994,904 | 3,980,909 |
Supplemental Disclosures of Cash Flow Information | ||
Taxes | ||
Interest | 1,598,784 | 2,130,605 |
Noncash operating activities: | ||
Acquisition of New Operating Lease Right-of-Use Assets | 88,267,775 | |
Noncash financing activities: | ||
Financed Initial Direct Costs for leases paid with common stock | 91,435 | |
Conversion of debt to common stock and additional paid-in capital | $ 2,700,000 | |
Previously Reported [Member] | ||
Cash Flows from Operating Activities | ||
Net (Loss) | (16,785,875) | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Writeoff of security deposits | 750,000 | |
Writeoff of vendor overpayment | 50,000 | |
Non-cash stock compensation expense | 55,500 | |
Non-cash stock director expense | 577,576 | |
Non-cash stock option expense | 152,339 | |
Depreciation expense | 13,676 | |
Shares issued for operating expenses | 304,926 | |
Modification of Warrants | 2,036,200 | |
Non-cash lease expense | 10,146,639 | |
Gain on lease exit | (209,811) | |
Non-cash foregiveness of Development Incentive Advances | (75,210) | |
Gain on sale of Treasury Bills | ||
Non-cash Financing Charges Associated with Short Term Business Financing | 286,576 | |
Loss on Debt Extinguishment | ||
(Increase) Decrease in: | ||
Accounts Receivable, Net | (156,180) | |
Receivables from On-Line Travel Agencies, Net | 186,485 | |
Receivables from City of New York and Landlords, Net | (1,432,665) | |
Prepaid expense and other assets | (4,415,639) | |
Prepaid Guarantee Trust - Related Party | 351,000 | |
Security deposits | (1,050,000) | |
(Decrease) Increase in: | ||
Accounts payable and accrued expenses | 5,636,539 | |
Operating lease liabilities | (8,050,548) | |
Rents received in advance | 2,172,187 | |
Accrued Income Taxes | ||
Net cash provided by operating activities | (9,456,285) | |
Cash Flows from Investing Activities | ||
Purchase of Furniture and Equipment | ||
Proceeds from the sale of Treasury Bills | ||
Net cash provided by investing activities | ||
Cash Flows from Financing Activities | ||
Proceeds from (Repayments of) short term business financing - net | 2,331,721 | |
Warrant Exercises | 4,800,000 | |
Proceeds from Development Incentive Advances | 3,000,500 | |
Proceds from (Repayments of) loans payable - net | 67 | |
Repayments of loans payable - net | (194,955) | |
Preferred shareholder dividends paid | (238,992) | |
Net cash used in financing activities | 9,698,341 | |
Net Increase in Cash and Cash Equivalents and Restricted Cash | 242,056 | |
Cash and Cash Equivalents and Restricted Cash - beginning of the period | 752,848 | |
Cash and Cash Equivalents and Restricted Cash - end of the period | 994,904 | |
Cash and Cash Equivalents | 994,904 | |
Restricted Cash | ||
Total Cash and Cash Equivalents and Restricted Cash | 994,904 | |
Supplemental Disclosures of Cash Flow Information | ||
Taxes | ||
Interest | 1,598,784 | |
Noncash operating activities: | ||
Acquisition of New Operating Lease Right-of-Use Assets | ||
Noncash financing activities: | ||
Financed Initial Direct Costs for leases paid with common stock | 91,435 | |
Conversion of debt to common stock and additional paid-in capital | ||
Revision of Prior Period, Adjustment [Member] | ||
Cash Flows from Operating Activities | ||
Net (Loss) | (25,373,607) | |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Writeoff of bad debts | 7,843,456 | |
Writeoff of channel retained funds security deposit | 1,500,000 | |
Writeoff of security deposits | ||
Writeoff of vendor overpayment | ||
Non-cash stock compensation expense | ||
Non-cash stock director expense | ||
Non-cash stock option expense | ||
Depreciation expense | ||
Shares issued for operating expenses | ||
Modification of Warrants | ||
Non-cash lease expense | ||
Gain on lease exit | ||
Non-cash foregiveness of Development Incentive Advances | ||
Gain on sale of Treasury Bills | ||
Non-cash Financing Charges Associated with Short Term Business Financing | ||
Loss on Debt Extinguishment | ||
(Increase) Decrease in: | ||
Accounts Receivable, Net | ||
Receivables from On-Line Travel Agencies, Net | 2,524,983 | |
Receivables from City of New York and Landlords, Net | 3,201,640 | |
Prepaid expense and other assets | 342,212 | |
Prepaid Guarantee Trust - Related Party | ||
Security deposits | ||
(Decrease) Increase in: | ||
Accounts payable and accrued expenses | 1,911,068 | |
Operating lease liabilities | ||
Rents received in advance | 8,050,248 | |
Accrued Income Taxes | ||
Net cash provided by operating activities | ||
Cash Flows from Investing Activities | ||
Purchase of Furniture and Equipment | ||
Proceeds from the sale of Treasury Bills | ||
Net cash provided by investing activities | ||
Cash Flows from Financing Activities | ||
Proceeds from (Repayments of) short term business financing - net | ||
Warrant Exercises | ||
Proceeds from Development Incentive Advances | ||
Proceds from (Repayments of) loans payable - net | ||
Repayments of loans payable - net | ||
Preferred shareholder dividends paid | ||
Net cash used in financing activities | ||
Net Increase in Cash and Cash Equivalents and Restricted Cash | ||
Cash and Cash Equivalents and Restricted Cash - beginning of the period | ||
Cash and Cash Equivalents and Restricted Cash - end of the period | ||
Cash and Cash Equivalents | ||
Restricted Cash | ||
Total Cash and Cash Equivalents and Restricted Cash | ||
Supplemental Disclosures of Cash Flow Information | ||
Taxes | ||
Interest | ||
Noncash operating activities: | ||
Acquisition of New Operating Lease Right-of-Use Assets | ||
Noncash financing activities: | ||
Financed Initial Direct Costs for leases paid with common stock | ||
Conversion of debt to common stock and additional paid-in capital |
RESTATEMENT OF PREVIOUSLY ISS_7
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Bad debt expense | $ 7,843,456 | ||
Processor Retained Funds, Net | $ 2,633,926 | ||
Receivables from On-Line Travel Agencies, Net | |||
Receivables from City of New York and Landlords, Net | 1,768,975 | ||
Prepaid Expenses and Other Current Assets | (1,018,902) | ||
Bookings Received in Advance | 14,626,651 | $ 4,404,216 | |
Previously Reported [Member] | |||
Processor Retained Funds, Net | 2,633,926 | ||
Receivables from On-Line Travel Agencies, Net | 6,749,769 | ||
Receivables from City of New York | 984,744 | ||
Increase in Accounts payable and accrued expenses | 3,738,224 | ||
Decrease in Net Rental Revenue | 6,263,207 | ||
Increase in General and Administrative Expenses | 8,387,549 | ||
Receivables from City of New York and Landlords, Net | (1,432,665) | ||
Prepaid Expenses and Other Current Assets | (1,361,114) | ||
Bookings Received in Advance | 6,576,403 | ||
Revision of Prior Period, Adjustment [Member] | |||
Bad debt expense | 7,843,456 | ||
Processor Retained Funds, Net | (2,633,926) | ||
Receivables from On-Line Travel Agencies, Net | (6,749,769) | ||
Decrease in Net Rental Revenue | 830,390 | ||
Receivables from City of New York and Landlords, Net | 3,201,640 | ||
Decrease in accounts payable | 1,827,157 | ||
Prepaid Expenses and Other Current Assets | 342,212 | ||
Bookings Received in Advance | $ 8,050,248 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, AS RESTATED (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Rents received in advance | $ 14,626,651 | $ 4,404,216 | |
Net loss | (42,159,482) | 78,523,377 | |
Working capital deficit | 56,939,827 | ||
Cash and cash equivalents | 994,904 | 752,848 | |
Receivables write off | 2,947,780 | ||
Reserve for credit losses | 529,000 | ||
Pays commissions to third-party | 6,192,305 | $ 3,073,533 | |
Tax provision | 0 | $ 122,161 | |
Accrued sales tax payable | $ 363,952 | $ 3,266,302 |
LEASES (Details)
LEASES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases | ||
Operating lease right of use assets, net | $ 229,016,100 | $ 241,613,588 |
Operating lease liabilities, current portion | 1,944,026 | 1,982,281 |
Operating lease liabilities, net of current portion | $ 231,815,657 | $ 242,488,610 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases | ||
2025 | $ 30,835,724 | |
2026 | 31,709,210 | |
2027 | 32,589,176 | |
2028 | 33,826,455 | |
2029 | 34,890,889 | |
Thereafter | 409,189,267 | |
Total lease payment | 573,040,721 | |
Less interest | (339,281,038) | |
Present value obligation | 233,759,683 | |
Short-term liability | (1,944,026) | $ (1,982,281) |
Long-term liability | $ 231,815,657 | $ 242,488,610 |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Weighted average discount rate | 12.15% | 10% |
Weighted average remaining lease term (years) | 13 years 4 months 24 days | 13 years |
Operating lease cost | $ 10,146,639 | $ 6,456,680 |
Short-term lease cost | 291,035 | 616,856 |
Total lease cost | $ 10,437,674 | $ 7,073,536 |
ACCOUNTS RECEIVABLES, PROCESS_2
ACCOUNTS RECEIVABLES, PROCESSOR AND CHANNEL RETAINED FUNDS, AS RESTATED (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Channel retained funds | $ 0 | $ 1,500,000 |
Processor retained funds | 0 | 2,633,926 |
Other receivables | 351,651 | 329,987 |
Allowances for credit losses | 393,412 | |
Other allowances for credit losses | 486,708 | |
OTA [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Receivables from related party | 0 | 6,936,254 |
Allowances for credit losses | 529,000 | |
City Of New York And Landlords [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Receivables from related party | $ 1,480,000 | $ 4,585,370 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES, AS RESTATED (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 30,779,912 | $ 23,182,305 |
Accrued payroll and related liabilities | 1,203,000 | 2,024,000 |
Utilities fees | 3,329,000 | 3,265,000 |
Legal exposure | 9,783,000 | 8,400,000 |
Sales and other taxes | 4,912,000 | 3,910,000 |
Rent | 3,258,000 | 1,737,000 |
Interest expense | 850,000 | |
Telephone and cable expense | 289,000 | |
Insurance expense | 627,000 | 194,000 |
Professional fees | 246,000 | 590,000 |
Repairs, maintenance, and improvements | 960,000 | 719,000 |
Supplies and sundries | 582,000 | 420,000 |
Cleaning expense | 317,000 | |
Initial franchise fees paid on behalf of the Company by a related party | 563,000 | |
Commissions | 123,000 | 632,000 |
Printing expenses | 216,000 | 263,000 |
Refunds due customers | 3,738,000 | |
Other miscellaneous items | $ 690,000 | 42,000 |
Bank and service fees | 288,223 | |
Processing fees | 52,000 | |
License fees and public relations | 94,000 | |
Director fees | 231,000 | |
Internet and software expense | $ 71,000 |
LOANS PAYABLE - SBA - PPP LOAN
LOANS PAYABLE - SBA - PPP LOAN (Details) | Mar. 31, 2024 USD ($) |
Loans Payable Sba Ppp Loan | |
2025 | $ 276,658 |
LOANS PAYABLE _ SBA _ PPP LOA_2
LOANS PAYABLE – SBA – PPP LOAN (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 30, 2023 | Dec. 20, 2022 | May 31, 2020 | Apr. 30, 2020 | Mar. 27, 2020 |
Short-Term Debt [Line Items] | |||||||
Original amount of loans payable | $ 1,250,000 | $ 3,000,000 | |||||
PPP Loan [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Original amount of loans payable | $ 298,958 | $ 516,225 | $ 10,000,000 | ||||
Accrued interest | $ 6,318 | $ 5,571 |
LOANS PAYABLE - SBA - EIDL LOAN
LOANS PAYABLE - SBA - EIDL LOAN (Details) | Mar. 31, 2024 USD ($) |
Loans Payable Sba Eidl Loan | |
2025 | $ 18,699 |
2026 | 15,536 |
2027 | 16,129 |
2028 | 16,744 |
2029 | 17,383 |
Thereafter | 698,828 |
Total | $ 783,319 |
LOANS PAYABLE _ SBA _ EIDL LO_3
LOANS PAYABLE – SBA – EIDL LOAN (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||||||
Jul. 25, 2022 USD ($) | Jun. 18, 2022 USD ($) | Apr. 21, 2022 USD ($) | Dec. 31, 2020 Integer | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Jan. 30, 2023 USD ($) | Dec. 20, 2022 USD ($) | Dec. 31, 2021 | Jul. 25, 2020 USD ($) | Jun. 18, 2020 USD ($) | Apr. 21, 2020 USD ($) | |
Short-Term Debt [Line Items] | ||||||||||||
Original amount of loans payable | $ 1,250,000 | $ 3,000,000 | ||||||||||
EIDL [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Number of loans | Integer | 3 | |||||||||||
Loan payable term | 30 years | |||||||||||
Interest rate of loans payable | 3.75% | 3.75% | 3.75% | 3.75% | ||||||||
Original amount of loans payable | $ 150,000 | $ 150,000 | $ 500,000 | |||||||||
Monthly payments of principal and interest | $ 731 | $ 731 | $ 2,437 | |||||||||
Loans payable - SBA - EIDL Loan | $ 783,319 | $ 786,950 | ||||||||||
Accrued interest | $ 27,644 | $ 8,966 |
SHORT-TERM BUSINESS FINANCING (
SHORT-TERM BUSINESS FINANCING (Details Narrative) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Short-term Business Financing | ||
Merchant cash advances net of unamortized fees | $ 3,733,417 | $ 1,115,120 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 30, 2023 | Dec. 20, 2022 | |
Short-Term Debt [Line Items] | |||||
Original amount of loans payable | $ 1,250,000 | $ 3,000,000 | |||
Loans payable | $ 1,983,876 | ||||
Other borrowing | 342,246 | $ 356,048 | |||
Less: Current maturities | 1,370,751 | 1,360,609 | |||
Loans payable non current | 613,125 | 619,569 | |||
Original borrowings of $250,000, bears interest at 1%, requires no payments until maturity in January 2024 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Original amount of loans payable | 151,096 | 151,096 | |||
Additional borrowings | 252,954 | 252,954 | |||
Monthly payment of loans payable | 1,500 | $ 1,500 | |||
Total payments made | 404,050 | 404,050 | |||
Loans payable | 356,012 | 338,512 | |||
Original payable of $151,096 with additional net borrowings of $89,154, requires monthly payments of $1,500 until total payments of $240,250 have been made [Member] | |||||
Short-Term Debt [Line Items] | |||||
Original amount of loans payable | 553,175 | 553,175 | |||
Additional borrowings | 72,237 | 72,237 | |||
Monthly payment of loans payable | 25,000 | 25,000 | |||
Total payments made | 625,412 | 625,412 | |||
Loans payable | 400,000 | 400,000 | |||
Original payable of $553,175 with additional net borrowings of $125,412, requires monthly payments of $25,000 until total payments of $678,587 have been made [Member] | |||||
Short-Term Debt [Line Items] | |||||
Original amount of loans payable | 492,180 | 492,180 | |||
Additional borrowings | 620,804 | 620,804 | |||
Monthly payment of loans payable | 25,000 | 25,000 | |||
Total payments made | 1,112,984 | 1,112,984 | |||
Loans payable | 865,618 | 865,618 | |||
Original borrowings of $60,000, bears interest at 1%, requires no payments until maturity in January 2024 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Original amount of loans payable | 195,000 | 195,000 | |||
Additional borrowings | 10,000 | 10,000 | |||
Monthly payment of loans payable | 25,000 | $ 25,000 | |||
Loans payable | $ 20,000 | $ 20,000 |
LOANS PAYABLE (Details 1)
LOANS PAYABLE (Details 1) | Mar. 31, 2024 USD ($) |
Disclosure Loans Payable Abstract | |
2024 | $ 1,370,751 |
2025 | 613,125 |
Loans payable | $ 1,983,876 |
LINE OF CREDIT (Details Narrati
LINE OF CREDIT (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Feb. 28, 2019 | |
Line of Credit Facility [Line Items] | |||
Interest rate description | prime, 8.25% as of March 31, 2024, plus 3.49%. | ||
Line of Credit | $ 69,975 | $ 69,975 | |
Line of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 95,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2023 | Dec. 20, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jan. 31, 2023 | Jan. 30, 2023 | |
Related Party Transaction [Line Items] | ||||||
Aggregate principal amount | $ 3,000,000 | $ 1,250,000 | ||||
Conversion of common stock shares | 1,000,000 | |||||
Conversion price | $ 3 | |||||
Debt amount converted | $ 300,000 | |||||
Entired converted amount | $ 3,000,000 | |||||
Provided conversion shares | 874,474 | |||||
Mr. Ferdinand [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repayment of debt | $ 1,500,000 | |||||
Ferdinand [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payment to related party | 1,350,000 | 351,000 | ||||
Other Prepaid Expense, Current | $ 1,023,750 | 672,750 | ||||
Related party expenses | $ 351,000 |
RISKS AND UNCERTAINTIES (Detail
RISKS AND UNCERTAINTIES (Details Narrative) | Mar. 31, 2024 USD ($) |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Sales Channels [Member] | |
Concentration Risk [Line Items] | |
FDIC insured amount | $ 250,000 |
MAJOR SALES CHANNELS (Details N
MAJOR SALES CHANNELS (Details Narrative) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Third Party Sales Channels [Member] | ||
Product Information [Line Items] | ||
Total rental revenue, percentage | 85% | 85% |
STOCK OPTIONS, RESTRICTED STO_3
STOCK OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Equity [Abstract] | |
Outstanding at the beginning (in shares) | shares | 1,746,885 |
Outstanding at the beginning (in dollars per shares) | $ / shares | $ 2.86 |
Weighted Average Remaining Contractual Life (years) | 9 years |
Aggregate intrinsic value, outstanding at the beginning | $ | $ 5,427,118 |
Granted (in shares) | shares | |
Granted (in dollars per shares) | $ / shares | |
Exercised (in shares) | shares | |
Exercised (in dollars per shares) | $ / shares | |
Expired (in shares) | shares | |
Expired (in dollars per shares) | $ / shares | |
Forfeited (in shares) | shares | (29,250) |
Forfeited (in dollars per shares) | $ / shares | $ 2.09 |
Outstanding at the end (in shares) | shares | 1,717,635 |
Outstanding at the end (in dollars per shares) | $ / shares | $ 2.88 |
Weighted Average Remaining Contractual Life (years) | 8 years 8 months 12 days |
Aggregate intrinsic value, outstanding at the end | $ | |
Number of share exercisable | shares | 485,045 |
Weighted Average Exercise Price exercisable | $ / shares | $ 2.69 |
Weighted Average Remaining Contractual Life (years) | 8 years 7 months 6 days |
Aggregate Intrinsic Value exercisable | $ |
STOCK OPTIONS, RESTRICTED STO_4
STOCK OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details 1) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Equity [Abstract] | |
Nonvested options at the beginning | shares | 1,257,590 |
Nonvested options at the beginning (in dollars per share) | $ / shares | $ 2.93 |
Granted | shares | |
Granted (in dollars per share) | $ / shares | |
Forfeited | shares | |
Forfeited (in dollars per share) | $ / shares | |
Vested | shares | (25,000) |
Vested (in dollars per share) | $ / shares | $ 1.74 |
Nonvested options at the end | shares | 1,232,590 |
Nonvested options at the end (in dollars per share) | $ / shares | $ 2.95 |
STOCK OPTIONS, RESTRICTED STO_5
STOCK OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details 2) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Equity [Abstract] | |
Outstanding at the beginning | shares | 5,442,000 |
Outstanding at the beginning (in dollars per share) | $ / shares | $ 4.68 |
Outstanding at the beginning (in years) | 4 years 8 months 12 days |
Aggregate Intrinsic Value at the beginning | $ | $ 7,038,940 |
Granted | shares | |
Granted (in dollars per share) | $ / shares | |
Exercised | shares | (1,450,000) |
Exercised (in dollars per share) | $ / shares | $ 3.31 |
Expired | shares | |
Expired (in dollars per share) | $ / shares | |
Forfeited | shares | |
Forfeited (in dollars per share) | $ / shares | |
Outstanding at the end | shares | 3,992,000 |
Outstanding at the end (in dollars per share) | $ / shares | $ 2.92 |
Outstanding at the end (in years) | 4 years 4 months 24 days |
Aggregate Intrinsic Value at the end | $ | |
Exercisable | shares | 3,992,000 |
Exercisable (in dollars per share) | $ / shares | $ 2.92 |
Exercisable (in years) | 4 years 4 months 24 days |
Aggregate intrinsic value exercisable | $ |
STOCK OPTIONS, RESTRICTED STO_6
STOCK OPTIONS, RESTRICTED STOCK UNITS AND WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Nov. 06, 2023 | Aug. 11, 2023 | Mar. 31, 2024 | Dec. 27, 2023 | Dec. 17, 2023 | Apr. 16, 2023 | Feb. 15, 2023 | Oct. 30, 2022 | Sep. 30, 2022 | Sep. 16, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Stock option expense | $ 152,339 | $ 167,573 | |||||||||||
Unamortized option expense | $ 1,137,358 | $ 1,137,358 | |||||||||||
Unamortized option expense expected to be recognized over a weighted average period | 11 months 1 day | ||||||||||||
Number of aggregate shares granted | 100,000 | ||||||||||||
Fair value of all restricted shares | $ 220,000 | ||||||||||||
Number of warrants issued | |||||||||||||
Weighted average exercise price | $ 2.92 | $ 2.92 | $ 4.68 | ||||||||||
Warrant expense | $ 3,081,400 | $ 4,187,800 | $ 167,573 | ||||||||||
Proceeds from warrant exercised | $ 4,800,000 | $ 400,000 | |||||||||||
Lender Agreement [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Warrants description | On April 16, 2023 in conjunction with an agreement with certain lenders, the Company issued warrants to purchase up to 1,000,000 shares of the Company’s common stock with an exercise price of $3.00 per share, and warrants to purchase up to 250,000 shares of our common stock with an exercise price of $4.00 per share. All of these warrants have a term of 5 years and expire in April of 2028. Under this agreement, these lenders would be required to exercise all or a portion of these warrants if the Company’s common stock traded at prices between $3.00 per share and $4.00 per share for a prescribed number of trading days. On June 19, 2023, this agreement was modified to convert all of related outstanding debt in exchange for a reduction in the exercise price of all of these warrants to $2.50 per share. | ||||||||||||
Non-cash financing expenses | $ 259,074 | ||||||||||||
Officers and directors [Member] | IPO [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of warrants issued | 695,000 | ||||||||||||
Weighted average exercise price | $ 4.20 | ||||||||||||
WP | 5 years | ||||||||||||
Underwriter [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of warrants issued | 135,000 | ||||||||||||
Maxim [Member] | Private Placement [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of warrants issued | 32,000 | ||||||||||||
Weighted average exercise price | $ 4.40 | ||||||||||||
WP | 5 years | ||||||||||||
Third-party Investor [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of warrants issued | 920,000 | 366,562 | 352,188 | 517,500 | |||||||||
Weighted average exercise price | $ 4 | $ 4 | $ 4 | $ 4 | |||||||||
Shareholders [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of warrants issued | 2,000,000 | ||||||||||||
Weighted average exercise price | $ 4 | ||||||||||||
Warrant expense | $ 4,939,000 | ||||||||||||
Warrant Holders [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of warrants issued | 1,000,000 | 2,000,000 | |||||||||||
Weighted average exercise price | $ 5.50 | $ 5 | |||||||||||
Number of warrants exercised | 500,000 | 1,000,000 | |||||||||||
Proceeds from warrant exercised | $ 2,000,000 | $ 4,000,000 | |||||||||||
Unvested Restricted Shares [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Unrecognized compensation cost | $ 166,500 | $ 166,500 |
Revenue Share Exchange (Details
Revenue Share Exchange (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jul. 31, 2024 | Jul. 18, 2024 | Jun. 27, 2024 | May 23, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Interest Expenses | $ 28,174,148 | |||||
Shares issued | 11,573,333 | 4,500,000 | 8,000,000 | 35,075,000 | ||
Greenle Beta [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares issued | 36,179 | |||||
Greenle Alpha [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shares issued | 578,071 |
WYNDHAM AGREEMENTS (Details Nar
WYNDHAM AGREEMENTS (Details Narrative) - USD ($) $ in Thousands | Aug. 02, 2023 | Mar. 31, 2024 |
Development incentive advances | $ 2,600 | |
Minimum [Member] | ||
Agreements terms | 15 years | |
Maximum [Member] | ||
Agreements terms | 20 years |
REDEEMABLE PREFERRED STOCK (Det
REDEEMABLE PREFERRED STOCK (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Dec. 05, 2023 | Oct. 26, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Preferred stock stated value | $ 25 | $ 25 | |||
Number of share sold | 312,671 | 600,546 | |||
Series A Preferred Stock [Member] | |||||
Number of share issued | 280,000 | ||||
Interest rate | 13% | ||||
Preferred stock stated value | $ 25 | ||||
Dividends outstanding | $ 238,992 | ||||
Series A Preferred Stock [Member] | Over-Allotment Option [Member] | |||||
Number of share sold | 14,144 | ||||
Number of share sold net proceeds | $ 5,775,596 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Shares | 312,671 | 600,546 |
Value | $ 1,029,439 | $ 1,314,808 |
Non Employee Loan Payment [Member] | ||
Shares | 20,008 | |
Price | $ 4.57 | |
Value | $ 91,437 | |
Non Employee Commission Expense [Member] | ||
Shares | 10,079 | |
Price | $ 4.57 | |
Value | $ 46,061 | |
Non Employee Investor Relations Expense [Member] | ||
Shares | 59,784 | |
Price | $ 4.33 | |
Value | $ 258,865 | |
Non Employee Director Compensation [Member] | ||
Shares | 197,800 | |
Price | $ 2.92 | |
Value | $ 577,576 | |
Employee Compensation [Member] | ||
Shares | 25,000 | |
Price | $ 2.22 | |
Value | $ 55,500 | |
Non Employee Board Members Pursuant To Related Comp Policy [Member] | ||
Shares | 166,665 | |
Price | $ 2.58 | |
Value | $ 429,996 | |
In Connection With Certain Property Finders Fee Arrangements [Member] | ||
Shares | 136,887 | |
Price | $ 2.45 | |
Value | $ 335,373 | |
In Connection With A Consulting Agreement [Member] | ||
Shares | 196,994 | |
Price | $ 1.85 | |
Value | $ 364,439 | |
In Connection With A Marketing Agreement [Member] | ||
Shares | 100,000 | |
Price | $ 1.85 | |
Value | $ 185,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Aug. 31, 2024 | Jul. 31, 2024 | Jul. 18, 2024 | Jun. 27, 2024 | May 23, 2024 | Apr. 30, 2024 | Apr. 22, 2024 | Mar. 31, 2024 | |
Subsequent Events [Abstract] | ||||||||
Number of common share sold during the period | 11,573,333 | 4,500,000 | 8,000,000 | 35,075,000 | ||||
Value of common share sold during the period | $ 1,736,000 | $ 765,000 | $ 2,000,000 | $ 8,768,750 | ||||
Fees | $ 2,815,000 | $ 1,530,800 | $ 703,800 | $ 1,834 | $ 7,026,437 | |||
Number of right sold during the period | 8,000,000 | |||||||
Proceeds from convertible debt | $ 3,012,000 | |||||||
Annual fee | $ 100,000 | |||||||
Annual grant | 250,000 | |||||||
Monthly consulting fee | $ 50,000 | |||||||
Sale Restriction Waiver description | Company secured from Greenle Partners LLC Series Alpha P.S. (“Greenle Alpha”) and Greenle Partners LLC Series Beta P.S. (“Greenle Beta” and, together with Greenle Alpha, “Greenle”) a waiver on the restrictions contained in its financing agreements with the Company that prohibits the Company’s sales of shares of common stock prior to November 2024 at per-share prices below $5.00 (as may be adjusted for stock splits and similar transactions, the “Trigger Price”). The restriction on sales of common stock by the Company below the Trigger Price terminates in November 2024. This waiver permitted the Company to sell up to an aggregate of 15 million shares prior to November 2024 at prices below the Trigger Price. In consideration of this waiver, Greenle is entitled to be issued up to an aggregate of 2.8 million shares of our common stock (“Initial Greenle Waiver Shares”) from time to time upon written notice to our company. This waiver was amended in May 2024 to increase number of shares permitted to be sold by the Company at prices under the Trigger Price prior to November 2024 to the greater of (i) 30 million shares and (ii) $30 million (based on the gross sale prices of such shares). In consideration of this waiver modification, Greenle is entitled to demand from time to time that the Company issue an amount of additional shares (the “Additional Greenle Waiver Shares” and collectively with the Initial Greenle Shares and the Greenle Revenue Participation Shares, the “Greenle Shares”) equal to 0.22 shares of common stock for each share of common stock sold by the Company through November 6, 2024 in excess of 15 million shares at prices below the Trigger Price. | |||||||
Development incentive advances | $ 2,600,000 |