Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41723 | |
Entity Registrant Name | BRANCHOUT FOOD INC. | |
Entity Central Index Key | 0001962481 | |
Entity Tax Identification Number | 81-3980472 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 205 SE Davis Avenue | |
Entity Address, City or Town | Bend | |
Entity Address, State or Province | OR | |
Entity Address, Postal Zip Code | 97702 | |
City Area Code | (844) | |
Local Phone Number | 263-6637 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | BOF | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,044,252 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,008,484 | $ 312,697 |
Accounts receivable | 322,682 | 78,236 |
Advances on inventory purchases | 427,745 | 29,500 |
Inventory | 341,117 | 159,761 |
Other current assets | 793,306 | 497,779 |
Total current assets | 2,893,334 | 1,077,973 |
Restricted cash | 235,750 | |
Deferred offering costs | 543,664 | |
Property and equipment, net | 921,335 | 1,022,290 |
Right-of-use asset | 158,190 | |
Note receivable | 384,628 | 384,628 |
Total Assets | 4,357,487 | 3,264,305 |
Current liabilities: | ||
Accrued expenses | 196,883 | 688,722 |
Notes payable, current portion | 200,000 | 2,250,000 |
Revolving line of credit | 91,541 | |
Lease liability, current portion | 32,426 | |
Total current liabilities | 613,507 | 8,369,533 |
Notes payable, net of current portion | 34,500 | 34,500 |
Lease liability, net of current portion | 109,075 | |
Total Liabilities | 757,082 | 8,404,033 |
Stockholders’ Equity (Deficit): | ||
Preferred stock, $0.001 par value, 8,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.001 par value, 80,000,000 shares authorized; 4,007,274 and 1,200,769 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 4,007 | 1,201 |
Additional paid-in capital | 14,937,825 | 3,743,902 |
Accumulated deficit | (11,341,427) | (8,884,831) |
Total Stockholders’ Equity (Deficit) | 3,600,405 | (5,139,728) |
Total Liabilities and Stockholders’ Equity (Deficit) | 4,357,487 | 3,264,305 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable | 128,308 | 239,939 |
Convertible notes payable | 4,919,191 | |
Related Party [Member] | ||
Current liabilities: | ||
Accounts payable | 55,890 | 40,140 |
Convertible notes payable | $ 140,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 4,007,274 | 1,200,769 |
Common stock, shares outstanding | 4,007,274 | 1,200,769 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenue | $ 906,996 | $ 181,930 | $ 1,347,401 | $ 725,649 |
Cost of goods sold | 878,664 | 172,830 | 1,255,526 | 875,336 |
Gross profit (loss) | 28,332 | 9,100 | 91,875 | (149,687) |
Operating expenses: | ||||
General and administrative | 230,459 | 351,110 | 552,390 | 745,686 |
Salaries and wages | 222,764 | 110,091 | 910,812 | 430,963 |
Professional fees | 218,160 | 112,519 | 520,506 | 395,954 |
Depreciation expense | 55,939 | 37,252 | 167,520 | 37,414 |
Total operating expenses | 727,322 | 610,972 | 2,151,228 | 1,610,017 |
Operating loss | (698,990) | (601,872) | (2,059,353) | (1,759,704) |
Other income (expense): | ||||
Interest income | 3,001 | 2,937 | 8,757 | 9,960 |
Interest expense | (10,004) | (217,346) | (406,000) | (2,046,792) |
Total other income (expense) | (7,003) | (214,409) | (397,243) | (2,036,832) |
Net loss | $ (705,993) | $ (816,281) | $ (2,456,596) | $ (3,796,536) |
Weighted average common shares outstanding - basic | 3,984,144 | 1,200,769 | 2,286,164 | 1,199,951 |
Weighted average common shares outstanding - diluted | 3,984,144 | 1,200,769 | 2,286,164 | 1,199,951 |
Net loss per common share - basic | $ (0.18) | $ (0.68) | $ (1.07) | $ (3.16) |
Net loss per common share - diluted | $ (0.18) | $ (0.68) | $ (1.07) | $ (3.16) |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 1,192 | $ 2,618,455 | $ (4,241,479) | $ (1,621,832) | |
Balance, shares at Dec. 31, 2021 | 1,192,424 | ||||
Common stock issued for services | $ 6 | 24,414 | 24,420 | ||
Common stock issued for services, shares | 5,920 | ||||
Stock options issued for services | 51,054 | 51,054 | |||
Net loss | (3,796,536) | (3,796,536) | |||
Common stock warrants granted to note holders pursuant to debt financing | 14,050 | 14,050 | |||
Common stock sold for cash | $ 3 | 9,997 | 10,000 | ||
Common stock issued for debt conversions, shares | 2,425 | ||||
Modification of warrants | 377,200 | 377,200 | |||
Modification of derivatives | 630,684 | 630,684 | |||
Balance at Sep. 30, 2022 | $ 1,201 | 3,725,854 | (8,038,015) | (4,310,960) | |
Balance, shares at Sep. 30, 2022 | 1,200,769 | ||||
Balance at Jun. 30, 2022 | $ 1,201 | 3,708,750 | (7,221,734) | (3,511,783) | |
Balance, shares at Jun. 30, 2022 | 1,200,769 | ||||
Stock options issued for services | 17,104 | 17,104 | |||
Net loss | (816,281) | (816,281) | |||
Balance at Sep. 30, 2022 | $ 1,201 | 3,725,854 | (8,038,015) | (4,310,960) | |
Balance, shares at Sep. 30, 2022 | 1,200,769 | ||||
Balance at Dec. 31, 2022 | $ 1,201 | 3,743,902 | (8,884,831) | (5,139,728) | |
Balance, shares at Dec. 31, 2022 | 1,200,769 | ||||
Common stock issued for services | $ 44 | 99,707 | 99,751 | ||
Common stock issued for services, shares | 44,334 | ||||
Stock options issued for services | 79,638 | 79,638 | |||
Net loss | (2,456,596) | (2,456,596) | |||
Common stock issued pursuant to initial public offering | $ 1,190 | 4,940,856 | 4,942,046 | ||
Common stock issued pursuant to initial public offering, shares | 1,190,000 | ||||
Common stock issued for debt conversions | $ 1,572 | 6,027,632 | 6,029,204 | ||
Common stock issued for debt conversions, shares | 1,572,171 | ||||
Common stock warrants granted to note holders pursuant to debt financing | 46,090 | 46,090 | |||
Balance at Sep. 30, 2023 | $ 4,007 | 14,937,825 | (11,341,427) | 3,600,405 | |
Balance, shares at Sep. 30, 2023 | 4,007,274 | ||||
Balance at Jun. 30, 2023 | $ 3,963 | 14,826,972 | (10,635,434) | 4,195,501 | |
Balance, shares at Jun. 30, 2023 | 3,962,940 | ||||
Common stock issued for services | $ 44 | 99,707 | 99,751 | ||
Common stock issued for services, shares | 44,334 | ||||
Stock options issued for services | 11,146 | 11,146 | |||
Net loss | (705,993) | (705,993) | |||
Balance at Sep. 30, 2023 | $ 4,007 | $ 14,937,825 | $ (11,341,427) | $ 3,600,405 | |
Balance, shares at Sep. 30, 2023 | 4,007,274 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities | |||||
Net loss | $ (705,993) | $ (816,281) | $ (2,456,596) | $ (3,796,536) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 55,939 | 37,252 | 167,520 | 37,414 | |
Amortization of debt discounts | 46,090 | 1,248,168 | |||
Common stock issued for services | 99,751 | 24,420 | |||
Options and warrants issued for services | 79,638 | 51,054 | |||
Amended warrants | 377,200 | ||||
Decrease (increase) in assets: | |||||
Accounts receivable | (244,446) | (24,874) | |||
Advances on inventory purchases | (398,245) | 147,464 | |||
Inventory | (181,356) | 97,010 | |||
Other current assets | (295,527) | (430,138) | |||
Right-of-use asset | 10,130 | ||||
Increase (decrease) in liabilities: | |||||
Accounts payable | (111,631) | 23,607 | |||
Accounts payable, related parties | 15,750 | (4,883) | |||
Accrued expenses | 10,674 | 236,503 | |||
Net cash used in operating activities | (3,258,248) | (2,013,591) | |||
Cash flows from investing activities | |||||
Payments received on notes receivable | 22,714 | ||||
Purchase of property and equipment | (66,565) | (45,150) | |||
Net cash used in investing activities | (66,565) | (22,436) | |||
Cash flows from financing activities | |||||
Payment of deferred offering costs | (740,290) | (276,894) | |||
Proceeds received on convertible notes payable, related parties | 25,000 | ||||
Proceeds received on convertible notes payable, unrelated parties | 442,500 | 2,048,500 | |||
Repayments on convertible notes payable | (20,000) | ||||
Proceeds received on notes payable | 370,000 | ||||
Repayment of notes payable | (2,420,000) | (69,206) | |||
Proceeds received on revolving line of credit | 239,241 | ||||
Repayments on revolving line of credit | (91,541) | (279,421) | |||
Principal payments on finance lease | (26,819) | ||||
Proceeds from sale of common stock | 6,226,000 | 10,000 | |||
Net cash provided by financing activities | 3,784,850 | 1,652,220 | |||
Net increase in cash | 460,037 | (383,807) | |||
Cash and restricted cash - beginning of period | 548,447 | 856,082 | $ 856,082 | ||
Cash - ending of period | $ 1,008,484 | $ 472,275 | 1,008,484 | 472,275 | $ 548,447 |
Supplemental disclosures: | |||||
Interest paid | 429,280 | 220,954 | |||
Income taxes paid | |||||
Non-cash investing and financing transactions: | |||||
Value of warrants issued as a debt discount | 46,090 | 14,050 | |||
Value of shares issued on debt conversions | 6,029,204 | ||||
Initial recognition of right-of-use assets and lease liabilities | $ 168,320 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business BranchOut Food Inc. (“BranchOut,” the “Company,” “we,” “our” or “us”) was incorporated as Avochips Inc. in Oregon on February 21, 2017, and converted into AvoLov, LLC, an Oregon limited liability company, on November 2, 2017. On November 19, 2021, the Company converted from an Oregon limited liability company into BranchOut Food Inc., a Nevada corporation. The Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. The Company’s products are currently manufactured for it by two contract manufacturers, one based in Chile and the other in Peru, where BranchOut’s continuous through-put dehydration machine is located. Our manufacturers produce products for us using a new proprietary dehydration technology licensed by the Company. The Company’s customers are primarily located throughout the United States. Basis of Accounting The accompanying unaudited condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) When preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Initial Public Offering In June 2023, the Company completed its initial public offering (“IPO”) in which it issued and sold 1,190,000 6.00 Alexander Capital, L.P. (the “Underwriter”) 6,226,000 6,029,204 5,526,691 502,513 1,572,171 179,687 165,000 14,687 43,562 Pursuant to the Underwriting Agreement, the Company also issued to the Underwriter a Common Stock Purchase Warrant to purchase up to 82,110 7.20 Prior to the IPO, all deferred offering costs were capitalized in other noncurrent assets on the balance sheets. Deferred offering costs of $ 1,283,954 543,664 Reverse Stock Split On June 15, 2023, the Company effected a 2.5-for-1 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. Going Concern As shown in the accompanying condensed financial statements, as of September 30, 2023, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 11,341,427 2,279,827 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Segment Reporting ASC 280, Segment Reporting Fair Value of Financial Instruments The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Cash and Cash Equivalents Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There were no BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 758,484 62,697 Accounts Receivable Accounts receivable is carried at their estimated collectible amounts. Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had no Inventory The Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients purchased from contract-manufacturers in Chile and/or Peru. The Company’s contract manufacturer in Peru uses equipment purchased by the Company in its manufacturing process. Raw materials consist of packaging materials. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. No reserve for obsolete inventories has been recognized. Inventory, consisting of raw materials and finished goods are stated at the lower of cost or net realizable value using the average cost valuation method, and consisted of the following as of September 30, 2023 and December 31, 2022: Schedule of Inventory September 30, December 31, 2023 2022 Raw materials $ 26,855 $ 10,824 Finished goods 314,262 148,937 Total inventory $ 341,117 $ 159,761 The Company had prepaid inventory advances on product in the amount of $ 427,745 29,500 70 30 License Agreement In 2021, the Company entered into a license agreement under which it acquired a license to utilize certain technology and production equipment developed and manufactured by another company relating to avocado products. The license is not discernible from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment. The license agreement also entitles the licensor to a royalty on all revenue from the sale of products produced using the equipment. These royalties are recognized as royalty expenses as the products are sold. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment as they relate to retaining exclusivity of the avocado products going forward. See Note 15, below. Derivatives We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer The Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to consumers through third party website platforms. These sales contain a single performance obligation, and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received by the retailer or customer, or when the title of goods is exchanged. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates based principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and nine months ended September 2023 and 2022: Schedule of Revenue 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenue $ 1,124,578 $ 209,260 $ 1,576,571 $ 831,340 Less: slotting, discounts, and allowances (217,582 ) 27,330 229,170 105,691 Net revenue $ 906,996 $ 181,930 $ 1,347,401 $ 725,649 Cost of Goods Sold Cost of goods sold represents costs directly related to the purchase, production and manufacturing of the Company’s products. Costs include purchase costs, product development, freight-in, packaging, and print production costs . Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 105,402 149,767 Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company issued stock-based compensation in the amount of $ 179,389 75,474 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In July 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “ Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 2 – Related Party Transactions Accounts Payable As of September 30, 2023 and December 31, 2022, the Company owed Chase Innovations, Inc., a Company owned by our then Chief Financial Officer, Douglas Durst, $ 55,890 40,140 Convertible Notes Payable As disclosed in Note 10, below, On January 5, 2023, the Company sold an unsecured convertible promissory note to the Chief Executive Officer’s parents, Mr. Tom and Mrs. Carol Healy, bearing interest at 8 25,000 4.125 25,000 800 6,255 As disclosed in Note 10, below, the Company’s then Chief Financial Officer, Douglas Durst, holds an unsecured convertible promissory note (“CFO Note”), in the face amount of $ 90,000 4.125 90,000 6,362 23,361 As disclosed in Note 10, below, the Company’s Chief Financial Officer, Chris Coulter, held an unsecured convertible promissory note (“Coulter Note”), in the face amount of $ 50,000 4.125 50,000 7,525 13,946 Common Stock Options Issued for Services On August 8, 2023, the Company granted options to purchase an aggregate 30,000 6.00 10 On August 8, 2023, the Company granted options to purchase an aggregate 30,000 2.51 10 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 3 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of September 30, 2023 and December 31, 2022: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 1,008,484 $ - $ - Right-of-use-asset - - 158,190 Notes receivable - 384,628 - Total assets 1,008,484 384,628 158,190 Liabilities Notes payable - 234,500 - Lease liability - - 141,501 Total liabilities - 234,500 141,501 Total assets and liabilities $ 1,008,484 $ 150,128 $ 16,689 Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 312,697 $ - $ - Cash, restricted 235,750 - - Notes receivable - 384,628 - Total assets 548,447 384,628 - Liabilities Convertible notes payable, related parties - - 140,000 Convertible notes payable, unrelated parties - - 4,919,191 Notes payable - 2,284,500 - Revolving line of credit - 91,541 - Total liabilities - 2,376,041 5,059,191 Total assets and liabilities $ 548,447 $ (1,991,413 ) $ (5,059,191 ) There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2023 or the year ended December 31, 2022. |
Major Customers and Accounts Re
Major Customers and Accounts Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Major Customers and Accounts Receivable | Note 4 – Major Customers and Accounts Receivable The Company had certain customers whose revenue individually represented 10 10 For the nine months ended September 30, 2023 and 2022, two customers accounted for 87 68 For the nine months ended September 30, 2023, one customer, accounted for 79 72 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 5 – Other Current Assets Other current assets consisted of the following as of September 30, 2023 and December 31, 2022: Schedule of Other Current Assets September 30, December 31, 2023 2022 Prepaid insurance costs $ 1,094 $ 959 Prepaid advertising and trade show fees 26,598 19,485 Prepaid professional fees 20,417 12,617 Value added taxes receivable 243,305 - Refunds receivable - 1,594 Interest receivable 16,627 7,996 Advances to co-manufacturer, NXTDried (1) 485,265 455,128 Total $ 793,306 $ 497,779 (1) The Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal office in San Isidro, Lima, Peru, a total of $ 495,930 The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company 10,665 |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Restricted Cash | Note 6 – Restricted Cash On May 7, 2021, the Company entered into a secured loan agreement (“Loan Agreement”) with EnWave Corporation (“EnWave”) that was partially collateralized with a cash pledge in the amount of $ 125,000 235,750 2,082 The following table provides a reconciliation of cash and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows as of September 30, 2023 and December 31, 2022: Summary of Reconciliation of Cash and Restricted Cash September 30, December 31, 2023 2022 Cash $ 1,008,484 $ 312,697 Restricted cash - 235,750 Total cash and restricted cash $ 1,008,484 $ 548,447 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment as of September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Property and Equipment September 30, December 31, 2023 2022 Equipment and machinery $ 1,183,334 $ 1,116,769 Less: Accumulated depreciation (261,999 ) (94,479 ) Total property and equipment, net $ 921,335 $ 1,022,290 Depreciation of property and equipment was $ 167,520 37,414 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Notes Receivable
Notes Receivable | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Notes Receivable | Note 8 – Notes Receivable Nanuva Note Receivable On February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition SpA, a Chilean company (“Nanuva”), in which the Company loaned $ 500,000 3 May 31, 2027 131,594 115,372 16,222 401,255 384,628 16,627 Summary of Nanuva’s Exclusive Distributor in Territories Exclusivity Minimum Volume Product Territories (Kg/month)(“MOQ”) Avocado Powder Worldwide (except Chile) 1,000 Banana Chips Worldwide (except Chile) 1,000 Avocado Snacks North America (Canada and USA) 1,000 Avocado Chips Worldwide 1,000 Other Powders No Exclusivity - 0 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 9 – Accrued Expenses Accrued expenses consisted of the following as of September 30, 2023 and December 31, 2022, respectively: Schedule of Accrued Expenses September 30, December 31, 2023 2022 Accrued payroll and taxes $ 30,498 $ 40,089 Accrued interest 30,363 602,246 Accrued chargebacks 136,022 46,387 Total accrued expenses $ 196,883 $ 688,722 |
Convertible Notes Payable, Rela
Convertible Notes Payable, Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable Related Parties | |
Convertible Notes Payable, Related Parties | Note 10 – Convertible Notes Payable, Related Parties Convertible notes payable, related parties consisted of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Convertible Notes Payable, Related Parties September 30, December 31, 2023 2022 On January 5, 2023, the Company sold an unsecured convertible promissory note for $ 25,000 8 June 30, 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 5,000,000 18 25,000 800 6,255 $ - $ - BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) On December 31, 2021, the Company sold an unsecured convertible promissory note (“CFO Note”) to the Company’s then Chief Financial Officer, Douglas Durst, in the face amount of $ 90,000 5 1,000,000 7,000,000 10,000,000 4.125 June 30, 2023 5,000,000 90,000 6,362 23,361 - 90,000 On May 28, 2020, the Company sold an unsecured convertible promissory note (“Coulter Note”) to the Company’s Chief Financial Officer, Chris Coulter, in the face amount of $ 50,000 5 1,000,000 7,000,000 10,000,000 4.125 June 30, 2023 5,000,000 50,000 7,525 13,946 - 50,000 Convertible notes payable, related parties $ - $ 140,000 In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $ 19,054 19,961 19,003 The Company recorded interest expense pursuant to the stated interest rates on the Convertible Notes, Related Parties in the amount of $ 3,696 4,125 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Convertible Notes Payable, Unre
Convertible Notes Payable, Unrelated Parties | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable Unrelated Parties | |
Convertible Notes Payable, Unrelated Parties | Note 11 – Convertible Notes Payable, Unrelated Parties Convertible notes payable, unrelated parties, consists of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Convertible Notes Payable, Unrelated Parties September 30, December 31, 2023 2022 On various origination dates between January 5, 2023 and March 27, 2023, the Company sold a total of ten (10) individual unsecured convertible promissory notes (“First Quarter of 2023 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 442,500 8 June 30, 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 5,000,000 18 442,500 9,801 109,655 $ - $ - On various origination dates between October 28, 2022 and December 13, 2022, the Company sold a total of sixteen (16) individual unsecured convertible promissory notes (“2022 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 645,600 8 June 30 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 5,000,000 18 645,600 27,925 163,284 - 645,600 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) On June 6, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 200,000 five 8,485 6.50 186,000 8 18 10,000,000 4.125 November 30, 2022 35 0.2679 8,485 186,000 14,000 5,000,000 200,000 15,737 52,300 - 200,000 On May 26, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 1,250,000 five 45,833 6.50 1,162,500 8 18 10,000,000 4.125 November 30, 2022 34 0.2570 45,833 1,162,500 87,500 5,000,000 1,250,000 99,726 327,207 - 1,250,000 On various origination dates between February 15, 2022 and February 25, 2022, the Company sold two (2) individual unsecured convertible promissory notes (“First Convertible Eagle Vision Notes”) with a face value of $ 350,000 5 18 10,000,000 4.125 November 30, 2022 5,000,000 700,000 44,590 180,508 - 700,000 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) On various origination dates between March 1, 2018 and December 31, 2021, the Company sold a total of fifty-two (52) individual unsecured convertible promissory notes (“Convertible Notes”) with substantially the same terms, for total proceeds of $ 2,143,591 5 1,000,000 7,000,000 5,000,000 2.05 4.125 355,000 2.05 1,788,591 4.125 20,000 3,586 June 30, 2023 5,000,000 2,123,591 290,047 695,655 - 2,123,591 Total convertible notes payable, unrelated parties $ - $ 4,919,191 In accordance with ASC 470, the Company recorded total discounts of $ 1,604,537 1,028,509 The Company recorded interest expense pursuant to the Convertible Notes, Unrelated Parties in the amount of $ 138,316 218,856 138,316 141,158 0 77,698 9,441 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 12 – Notes Payable On June 12, 2023, we accepted subscriptions for $ 170,000 15 10 5 18 2,000,000 170,000 25,500 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) In addition to the Subordinated Notes, each investor received a warrant to purchase shares of our common stock at $ 6.00 ten years 30,000 46,090 46,090 On March 15, 2023, the Company completed the sale of a Note to The John & Kristen Hinman Trust Dated February 23, 2016 (the “Hinman Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust. The Hinman Note bears interest at 18 1.5 On May 7, 2021, we accepted subscriptions for $ 1,000,000 15 10 5 18 2,000,000 1,000,000 890,000 110,000 143,663 18,750 In addition to the Subordinated Notes issued in the May 2021 Bridge Financing, each investor received a warrant to purchase shares of our common stock at $ 7.10 ten years 154,243 15,382 176,228 110,000 66,228 70,580 26,525 On December 8, 2020, we accepted subscriptions for $ 1,250,000 15 10 5 18 2,000,000 1,115,000 135,000 214,609 20,833 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) The Senior Secured Notes were a general secured obligation of the Company, senior in all respects to the liens, terms, covenants, and conditions of all existing debt of the Company, except for our loans from Small Business Administration. In addition to the Senior Secured Notes, each investor received a warrant to purchase shares of our common stock at $ 2.60 179,396 47,811 1,250,000 180,196 135,000 45,196 52,377 13,136 On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $ 34,500 3.75 169 34,500 Notes payable consists of the following as of September 30, 2023 and December 31, 2022: Schedule of Notes Payable September 30, December 31, 2023 2022 Total notes payable $ 234,500 $ 2,284,500 Less: unamortized debt discounts - - Notes payable $ 234,500 $ 2,284,500 Less: current maturities 200,000 2,250,000 Notes payable, less current maturities $ 34,500 $ 34,500 The Company recognized $ 251,249 825,906 205,159 46,090 257,491 151,554 39,661 377,200 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Revolving Line of Credit
Revolving Line of Credit | 9 Months Ended |
Sep. 30, 2023 | |
Revolving Line Of Credit | |
Revolving Line of Credit | Note 13 – Revolving Line of Credit On October 1, 2021, we entered into a Growth Line of Credit Agreement (“LOC”) with Ampla LLC, formerly known as Gourmet Growth (“Gourmet Growth”), which allows us to draw funds from time to time, up to an aggregate principal amount of $ 400,000 15 2 42,750 91,541 The Company recorded interest expense pursuant to the stated interest rates on the LOC in the amount of $ 8,251 17,108 The Company recognized interest expense for the nine months ended September 30, 2023 and 2022 respectively, as follows: Schedule of Recognized Interest Expense September 30, September 30, 2023 2022 Interest on convertible notes payable, related parties $ 3,696 $ 4,125 Interest on convertible notes payable 138,316 141,158 Interest on notes payable 205,159 257,491 Amortization of debt discounts - 151,554 Amortization of debt discounts, warrants 46,090 49,102 Amended warrants - 377,200 Amortization of debt discounts, derivatives - 1,047,512 Interest on revolving line of credit 8,251 17,108 Finance charge on letter of credit 2,082 - Interest on credit cards 2,406 1,542 Total interest expense $ 406,000 $ 2,046,792 The aggregate amounts of maturities of notes payable during each of the periods set forth below, including amounts due within one year and classified as current, are as follows: Schedule of Maturities of Notes Payable December 31, EIDL Hinman Total Fiscal Year Ending Note Payable Maturities December 31, EIDL Hinman Total 2023 * $ - $ - $ - 2024 - 200,000 200,000 2025 - - - 2026 - - - 2027 83 - 83 2028 and thereafter 34,417 - 34,417 Total notes payable gross $ 34,500 $ 200,000 $ 234,500 Less effects of discounting - - - Total notes payable $ 34,500 $ 200,00 $ 234,500 * Based on the remaining three months for the year ending December 31, 2023. BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | Note 14 – Leases The Company has financed production equipment with an acquisition cost of approximately $ 168,141 1.00 August 31, 2027 3,657 The components of lease expense were as follows: Schedule of Components of Lease Expenses 2023 2022 For the Nine Months Ended September 30, 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 10,130 $ - Interest on lease liability 5,889 - Total finance lease cost $ 16,019 $ - Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Information Related to Leases September 30, December 31, 2023 2022 Finance lease: Finance lease assets $ 158,190 $ - Current portion of finance lease liability $ 32,426 - Noncurrent finance lease liability 109,075 - Total finance lease liability $ 141,501 $ - Weighted average remaining lease term: Finance lease 3.6 Weighted average discount rate: Finance lease 11.00 % Supplemental cash flow and other information related to finance leases was as follows: Schedule of Supplemental Cash and Other Information Related to Finance Leases 2023 2022 For the Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Finance cash flows used for finance leases $ 26,819 $ - Leased assets obtained in exchange for lease liabilities: Total finance lease liabilities $ 168,320 $ - The future minimum lease payments due under finance leases as of September 30, 2023 is as follows: Schedule of Future Minimum Lease Payments Year Ending Minimum Lease December 31, Commitments 2023 (for the three months remaining) $ 14,629 2024 43,886 2025 43,886 2026 43,886 2027 and thereafter 29,258 Total $ 175,545 Less effects of discounting 34,044 Lease liability recognized $ 141,501 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 – Commitments and Contingencies Legal Matters From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. Finance Lease The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $ 3,657 Revolving Line of Credit The Company has contractual obligations under its LOC. Additionally, the Company from time to time may be involved in various inquiries, administrative proceedings and litigation relating to matters arising in the normal course of business. The Company is not aware of any inquiries or administrative proceedings and is not currently a defendant in any material litigation and is not aware of any threatened litigation that could have a material effect on the Company. Other Contractual Commitments On January 19, 2022, the Company entered into a contract manufacturing agreement with NXTDried Superfoods SAC to produce products for distribution by the Company. The Company agreed to pre-pay for inventory via an advance to enable the manufacturer to invest in necessary processing facilities that will be reimbursed to the Company on an agreed per kg basis over the period of 2022 to 2026. On May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave licensed to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture and operate vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”). The License Agreement entitles EnWave to a fixed royalty percentage on all of the Company’s revenue from the sale of products produced using the EnWave Technology, net of trade or volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding taxes imposed at the time of the sale, and provides the Company with certain exclusivity rights with respect to the production of avocado products. In order to maintain the exclusivity, the Company agreed to annual royalty minimum payments as follows: Schedule of Maturity of Annual royalty Year Exclusivity Retention Royalty 2021 $ - 2022 - 2023 - 2024 100,000 2025 and each subsequent year of the term 250,000 2026 250,000 2027 250,000 Total* $ 850,000 The unrecognized commitment thereafter is $ 250,000 In addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave over time. The additional equipment purchase schedule, as amended, requires the Company to purchase a “Second EnWave Machine” and pay a non-refundable down payment of 40 50,000 40 50,000 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Changes in Stockholders_ Equity
Changes in Stockholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Changes in Stockholders’ Equity (Deficit) | Note 16 – Changes in Stockholders’ Equity (Deficit) Preferred Stock The Company has authorized 8,000,000 0.001 Common Stock The Company has authorized 80,000,000 0.001 4,007,274 Common Stock Issued for Services On August 17, 2023, the Company issued 44,334 99,751 the closing traded price of the common stock on the date of grant Initial Public Offering In June 2023, the Company completed its initial public offering IPO in which it issued and sold 1,190,000 6.00 Alexander Capital, L.P. (the “Underwriter”) 6,226,000 Pursuant to the Underwriting Agreement, the Company also issued to the Underwriter a Common Stock Purchase Warrant to purchase up to 82,110 7.20 Prior to the IPO, all deferred offering costs were capitalized in other noncurrent assets on the balance sheets. Deferred offering costs of $ 1,283,954 543,664 Debt Conversions In connection with the IPO, a total of $ 6,029,204 5,526,691 502,513 1,572,171 179,687 165,000 14,687 43,562 |
Common Stock Options
Common Stock Options | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock Options | |
Common Stock Options | Note 17 – Common Stock Options Stock Incentive Plan Our board of directors and shareholders adopted our 2022 Omnibus Equity Incentive Plan on January 1, 2022 (the “2022 Plan”). Our 2022 Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The number of shares reserved for issuance under the 2022 Equity Plan was initially an aggregate of 600,000 184,403 4.11 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Common Stock Options Issued for Services On August 8, 2023, the Company granted options to purchase an aggregate 30,000 6.00 10 one 39 0.1644 4,932 719 4,213 On August 8, 2023, the Company granted options to purchase an aggregate 30,000 2.51 10 39 0.7885 23,655 3,450 20,205 On February 28, 2023, the Company awarded fully vested options to purchase 16,000 4.125 50 2.0249 32,399 |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Common Stock Warrants | |
Common Stock Warrants | Note 18 – Common Stock Warrants Warrants to purchase a total of 447,246 6.83 6.9 Warrants Issued Pursuant to Debt Offering On July 1, 2023 , 30,000 6.00 170,000 54 3.8171 114,513 46,090 Underwriters’ Warrants Issued Pursuant to IPO In June 21, 2023, the Company issued warrants to purchase 82,110 7.20 54 1.7981 147,639 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19 - Income Taxes The Company incurred a net operating loss for the nine months ended September 30, 2023, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. On September 30, 2023, the Company had approximately $ 6.7 The effective income tax rate for the nine months ended September 30, 2023 and 2022, was 21 The Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, a valuation allowance has been recorded against the Federal and state deferred tax assets as of September 30, 2023 and December 31, 2022. Additionally, in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued Common Stock Issued for Services On November 1, 2023, the Company issued 24,478 40,389 the closing traded price of the common stock on the date of grant On October 26, 2023, the Company issued 12,500 19,000 the closing traded price of the common stock on the date of grant Options Granted On October 24, 2023, the Company granted options to purchase an aggregate 42,500 1.60 10 |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business BranchOut Food Inc. (“BranchOut,” the “Company,” “we,” “our” or “us”) was incorporated as Avochips Inc. in Oregon on February 21, 2017, and converted into AvoLov, LLC, an Oregon limited liability company, on November 2, 2017. On November 19, 2021, the Company converted from an Oregon limited liability company into BranchOut Food Inc., a Nevada corporation. The Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. The Company’s products are currently manufactured for it by two contract manufacturers, one based in Chile and the other in Peru, where BranchOut’s continuous through-put dehydration machine is located. Our manufacturers produce products for us using a new proprietary dehydration technology licensed by the Company. The Company’s customers are primarily located throughout the United States. |
Basis of Accounting | Basis of Accounting The accompanying unaudited condensed financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) When preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Initial Public Offering | Initial Public Offering In June 2023, the Company completed its initial public offering (“IPO”) in which it issued and sold 1,190,000 6.00 Alexander Capital, L.P. (the “Underwriter”) 6,226,000 6,029,204 5,526,691 502,513 1,572,171 179,687 165,000 14,687 43,562 Pursuant to the Underwriting Agreement, the Company also issued to the Underwriter a Common Stock Purchase Warrant to purchase up to 82,110 7.20 Prior to the IPO, all deferred offering costs were capitalized in other noncurrent assets on the balance sheets. Deferred offering costs of $ 1,283,954 543,664 |
Reverse Stock Split | Reverse Stock Split On June 15, 2023, the Company effected a 2.5-for-1 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. |
Going Concern | Going Concern As shown in the accompanying condensed financial statements, as of September 30, 2023, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 11,341,427 2,279,827 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Segment Reporting | Segment Reporting ASC 280, Segment Reporting |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There were no BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Cash in Excess of FDIC Insured Limits | Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 758,484 62,697 |
Accounts Receivable | Accounts Receivable Accounts receivable is carried at their estimated collectible amounts. Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had no |
Inventory | Inventory The Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients purchased from contract-manufacturers in Chile and/or Peru. The Company’s contract manufacturer in Peru uses equipment purchased by the Company in its manufacturing process. Raw materials consist of packaging materials. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. No reserve for obsolete inventories has been recognized. Inventory, consisting of raw materials and finished goods are stated at the lower of cost or net realizable value using the average cost valuation method, and consisted of the following as of September 30, 2023 and December 31, 2022: Schedule of Inventory September 30, December 31, 2023 2022 Raw materials $ 26,855 $ 10,824 Finished goods 314,262 148,937 Total inventory $ 341,117 $ 159,761 The Company had prepaid inventory advances on product in the amount of $ 427,745 29,500 70 30 |
License Agreement | License Agreement In 2021, the Company entered into a license agreement under which it acquired a license to utilize certain technology and production equipment developed and manufactured by another company relating to avocado products. The license is not discernible from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment. The license agreement also entitles the licensor to a royalty on all revenue from the sale of products produced using the equipment. These royalties are recognized as royalty expenses as the products are sold. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment as they relate to retaining exclusivity of the avocado products going forward. See Note 15, below. |
Derivatives | Derivatives We evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date. BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer The Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to consumers through third party website platforms. These sales contain a single performance obligation, and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received by the retailer or customer, or when the title of goods is exchanged. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates based principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and nine months ended September 2023 and 2022: Schedule of Revenue 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenue $ 1,124,578 $ 209,260 $ 1,576,571 $ 831,340 Less: slotting, discounts, and allowances (217,582 ) 27,330 229,170 105,691 Net revenue $ 906,996 $ 181,930 $ 1,347,401 $ 725,649 |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold represents costs directly related to the purchase, production and manufacturing of the Company’s products. Costs include purchase costs, product development, freight-in, packaging, and print production costs . |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 105,402 149,767 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The Company issued stock-based compensation in the amount of $ 179,389 75,474 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption. In July 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “ Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Schedule of Inventory September 30, December 31, 2023 2022 Raw materials $ 26,855 $ 10,824 Finished goods 314,262 148,937 Total inventory $ 341,117 $ 159,761 |
Schedule of Revenue | Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and nine months ended September 2023 and 2022: Schedule of Revenue 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Revenue $ 1,124,578 $ 209,260 $ 1,576,571 $ 831,340 Less: slotting, discounts, and allowances (217,582 ) 27,330 229,170 105,691 Net revenue $ 906,996 $ 181,930 $ 1,347,401 $ 725,649 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of September 30, 2023 and December 31, 2022: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Fair Value Measurements at September 30, 2023 Level 1 Level 2 Level 3 Assets Cash $ 1,008,484 $ - $ - Right-of-use-asset - - 158,190 Notes receivable - 384,628 - Total assets 1,008,484 384,628 158,190 Liabilities Notes payable - 234,500 - Lease liability - - 141,501 Total liabilities - 234,500 141,501 Total assets and liabilities $ 1,008,484 $ 150,128 $ 16,689 Level 1 Level 2 Level 3 Fair Value Measurements at December 31, 2022 Level 1 Level 2 Level 3 Assets Cash $ 312,697 $ - $ - Cash, restricted 235,750 - - Notes receivable - 384,628 - Total assets 548,447 384,628 - Liabilities Convertible notes payable, related parties - - 140,000 Convertible notes payable, unrelated parties - - 4,919,191 Notes payable - 2,284,500 - Revolving line of credit - 91,541 - Total liabilities - 2,376,041 5,059,191 Total assets and liabilities $ 548,447 $ (1,991,413 ) $ (5,059,191 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of September 30, 2023 and December 31, 2022: Schedule of Other Current Assets September 30, December 31, 2023 2022 Prepaid insurance costs $ 1,094 $ 959 Prepaid advertising and trade show fees 26,598 19,485 Prepaid professional fees 20,417 12,617 Value added taxes receivable 243,305 - Refunds receivable - 1,594 Interest receivable 16,627 7,996 Advances to co-manufacturer, NXTDried (1) 485,265 455,128 Total $ 793,306 $ 497,779 (1) The Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal office in San Isidro, Lima, Peru, a total of $ 495,930 The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company 10,665 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Summary of Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows as of September 30, 2023 and December 31, 2022: Summary of Reconciliation of Cash and Restricted Cash September 30, December 31, 2023 2022 Cash $ 1,008,484 $ 312,697 Restricted cash - 235,750 Total cash and restricted cash $ 1,008,484 $ 548,447 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of September 30, 2023 and December 31, 2022 consisted of the following: Schedule of Property and Equipment September 30, December 31, 2023 2022 Equipment and machinery $ 1,183,334 $ 1,116,769 Less: Accumulated depreciation (261,999 ) (94,479 ) Total property and equipment, net $ 921,335 $ 1,022,290 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Summary of Nanuva’s Exclusive Distributor in Territories | Summary of Nanuva’s Exclusive Distributor in Territories Exclusivity Minimum Volume Product Territories (Kg/month)(“MOQ”) Avocado Powder Worldwide (except Chile) 1,000 Banana Chips Worldwide (except Chile) 1,000 Avocado Snacks North America (Canada and USA) 1,000 Avocado Chips Worldwide 1,000 Other Powders No Exclusivity - 0 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of September 30, 2023 and December 31, 2022, respectively: Schedule of Accrued Expenses September 30, December 31, 2023 2022 Accrued payroll and taxes $ 30,498 $ 40,089 Accrued interest 30,363 602,246 Accrued chargebacks 136,022 46,387 Total accrued expenses $ 196,883 $ 688,722 |
Convertible Notes Payable, Re_2
Convertible Notes Payable, Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable Related Parties | |
Schedule of Convertible Notes Payable, Related Parties | Convertible notes payable, related parties consisted of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Convertible Notes Payable, Related Parties September 30, December 31, 2023 2022 On January 5, 2023, the Company sold an unsecured convertible promissory note for $ 25,000 8 June 30, 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 5,000,000 18 25,000 800 6,255 $ - $ - BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) On December 31, 2021, the Company sold an unsecured convertible promissory note (“CFO Note”) to the Company’s then Chief Financial Officer, Douglas Durst, in the face amount of $ 90,000 5 1,000,000 7,000,000 10,000,000 4.125 June 30, 2023 5,000,000 90,000 6,362 23,361 - 90,000 On May 28, 2020, the Company sold an unsecured convertible promissory note (“Coulter Note”) to the Company’s Chief Financial Officer, Chris Coulter, in the face amount of $ 50,000 5 1,000,000 7,000,000 10,000,000 4.125 June 30, 2023 5,000,000 50,000 7,525 13,946 - 50,000 Convertible notes payable, related parties $ - $ 140,000 |
Convertible Notes Payable, Un_2
Convertible Notes Payable, Unrelated Parties (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable Unrelated Parties | |
Schedule of Convertible Notes Payable, Unrelated Parties | Convertible notes payable, unrelated parties, consists of the following at September 30, 2023 and December 31, 2022, respectively: Schedule of Convertible Notes Payable, Unrelated Parties September 30, December 31, 2023 2022 On various origination dates between January 5, 2023 and March 27, 2023, the Company sold a total of ten (10) individual unsecured convertible promissory notes (“First Quarter of 2023 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 442,500 8 June 30, 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 5,000,000 18 442,500 9,801 109,655 $ - $ - On various origination dates between October 28, 2022 and December 13, 2022, the Company sold a total of sixteen (16) individual unsecured convertible promissory notes (“2022 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 645,600 8 June 30 2023 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 4.125 the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) 5,000,000 18 645,600 27,925 163,284 - 645,600 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) On June 6, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 200,000 five 8,485 6.50 186,000 8 18 10,000,000 4.125 November 30, 2022 35 0.2679 8,485 186,000 14,000 5,000,000 200,000 15,737 52,300 - 200,000 On May 26, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 1,250,000 five 45,833 6.50 1,162,500 8 18 10,000,000 4.125 November 30, 2022 34 0.2570 45,833 1,162,500 87,500 5,000,000 1,250,000 99,726 327,207 - 1,250,000 On various origination dates between February 15, 2022 and February 25, 2022, the Company sold two (2) individual unsecured convertible promissory notes (“First Convertible Eagle Vision Notes”) with a face value of $ 350,000 5 18 10,000,000 4.125 November 30, 2022 5,000,000 700,000 44,590 180,508 - 700,000 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) On various origination dates between March 1, 2018 and December 31, 2021, the Company sold a total of fifty-two (52) individual unsecured convertible promissory notes (“Convertible Notes”) with substantially the same terms, for total proceeds of $ 2,143,591 5 1,000,000 7,000,000 5,000,000 2.05 4.125 355,000 2.05 1,788,591 4.125 20,000 3,586 June 30, 2023 5,000,000 2,123,591 290,047 695,655 - 2,123,591 Total convertible notes payable, unrelated parties $ - $ 4,919,191 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following as of September 30, 2023 and December 31, 2022: Schedule of Notes Payable September 30, December 31, 2023 2022 Total notes payable $ 234,500 $ 2,284,500 Less: unamortized debt discounts - - Notes payable $ 234,500 $ 2,284,500 Less: current maturities 200,000 2,250,000 Notes payable, less current maturities $ 34,500 $ 34,500 |
Revolving Line of Credit (Table
Revolving Line of Credit (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revolving Line Of Credit | |
Schedule of Recognized Interest Expense | The Company recognized interest expense for the nine months ended September 30, 2023 and 2022 respectively, as follows: Schedule of Recognized Interest Expense September 30, September 30, 2023 2022 Interest on convertible notes payable, related parties $ 3,696 $ 4,125 Interest on convertible notes payable 138,316 141,158 Interest on notes payable 205,159 257,491 Amortization of debt discounts - 151,554 Amortization of debt discounts, warrants 46,090 49,102 Amended warrants - 377,200 Amortization of debt discounts, derivatives - 1,047,512 Interest on revolving line of credit 8,251 17,108 Finance charge on letter of credit 2,082 - Interest on credit cards 2,406 1,542 Total interest expense $ 406,000 $ 2,046,792 |
Schedule of Maturities of Notes Payable | The aggregate amounts of maturities of notes payable during each of the periods set forth below, including amounts due within one year and classified as current, are as follows: Schedule of Maturities of Notes Payable December 31, EIDL Hinman Total Fiscal Year Ending Note Payable Maturities December 31, EIDL Hinman Total 2023 * $ - $ - $ - 2024 - 200,000 200,000 2025 - - - 2026 - - - 2027 83 - 83 2028 and thereafter 34,417 - 34,417 Total notes payable gross $ 34,500 $ 200,000 $ 234,500 Less effects of discounting - - - Total notes payable $ 34,500 $ 200,00 $ 234,500 * Based on the remaining three months for the year ending December 31, 2023. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of Components of Lease Expenses | The components of lease expense were as follows: Schedule of Components of Lease Expenses 2023 2022 For the Nine Months Ended September 30, 2023 2022 Finance lease cost: Amortization of right-of-use asset $ 10,130 $ - Interest on lease liability 5,889 - Total finance lease cost $ 16,019 $ - |
Schedule of Supplemental Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Information Related to Leases September 30, December 31, 2023 2022 Finance lease: Finance lease assets $ 158,190 $ - Current portion of finance lease liability $ 32,426 - Noncurrent finance lease liability 109,075 - Total finance lease liability $ 141,501 $ - Weighted average remaining lease term: Finance lease 3.6 Weighted average discount rate: Finance lease 11.00 % |
Schedule of Supplemental Cash and Other Information Related to Finance Leases | Supplemental cash flow and other information related to finance leases was as follows: Schedule of Supplemental Cash and Other Information Related to Finance Leases 2023 2022 For the Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Finance cash flows used for finance leases $ 26,819 $ - Leased assets obtained in exchange for lease liabilities: Total finance lease liabilities $ 168,320 $ - |
Schedule of Future Minimum Lease Payments | The future minimum lease payments due under finance leases as of September 30, 2023 is as follows: Schedule of Future Minimum Lease Payments Year Ending Minimum Lease December 31, Commitments 2023 (for the three months remaining) $ 14,629 2024 43,886 2025 43,886 2026 43,886 2027 and thereafter 29,258 Total $ 175,545 Less effects of discounting 34,044 Lease liability recognized $ 141,501 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturity of Annual royalty | Schedule of Maturity of Annual royalty Year Exclusivity Retention Royalty 2021 $ - 2022 - 2023 - 2024 100,000 2025 and each subsequent year of the term 250,000 2026 250,000 2027 250,000 Total* $ 850,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Raw materials | $ 26,855 | $ 10,824 |
Finished goods | 314,262 | 148,937 |
Total inventory | $ 341,117 | $ 159,761 |
Schedule of Revenue (Details)
Schedule of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Revenue | $ 1,124,578 | $ 209,260 | $ 1,576,571 | $ 831,340 |
Less: slotting, discounts, and allowances | (217,582) | 27,330 | 229,170 | 105,691 |
Net revenue | $ 906,996 | $ 181,930 | $ 1,347,401 | $ 725,649 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jun. 15, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |||||
Interest expense | $ 251,249 | $ 825,906 | |||
Stockholders' equity, reverse stock split | 2.5-for-1 | ||||
Accumulated deficit | 11,341,427 | $ 8,884,831 | |||
Working Capital | 2,279,827 | ||||
Cash and cash equivalents | 0 | 0 | |||
FDIC insured amount | 250,000 | ||||
Cash uninsured amount | 758,484 | 62,697 | |||
Allowance for doubtful accounts | 0 | 0 | |||
Advances on inventory purchases | $ 427,745 | 29,500 | |||
Advances of estimated finish product costs percentage | 70% | ||||
Advances of estimated finish product costs percentage | 30% | ||||
Advertising expense | $ 105,402 | 149,767 | |||
Share based compensation | 179,389 | $ 75,474 | |||
IPO [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock | 1,190,000 | ||||
Sale of stock, price per share | $ 6 | ||||
Proceeds from issuance initial public offering | $ 6,226,000 | ||||
Convertible debt | 6,029,204 | ||||
Principal amount | 5,526,691 | 5,526,691 | |||
Interest expense | $ 502,513 | ||||
Debt conversion, converted instrument, common shares issued | 1,572,171 | ||||
Warrants to purchase shares | 82,110 | ||||
Warrant exercise price | $ 7.20 | ||||
Deferred offering costs | $ 1,283,954 | $ 1,283,954 | $ 543,664 | ||
IPO [Member] | Related Party [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Principal amount | 165,000 | ||||
Interest expense | $ 14,687 | ||||
Debt conversion, converted instrument, common shares issued | 43,562 | ||||
Debt conversion, converted instrument, common shares issued, value | $ 179,687 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | |||||
Aug. 08, 2023 | Jun. 15, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 05, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 251,249 | $ 825,906 | ||||
Chief Financial Officer [Member] | Convertible Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 90,000 | |||||
Fixed conversion price of note | $ 4.125 | |||||
Interest expense | $ 6,362 | |||||
Debt instrument converted into shares of common stock | 23,361 | |||||
Face amount outstanding | $ 90,000 | $ 90,000 | ||||
Chairman [Member] | Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of options granted | 30,000 | |||||
Exercise price | $ 6 | |||||
Exercisable, contractual term | 10 years | |||||
Director [Member] | Common Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Number of options granted | 30,000 | |||||
Exercise price | $ 2.51 | |||||
Exercisable, contractual term | 10 years | |||||
Chase Innovations Inc [Member] | Chief Financial Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amount owed to related party | $ 55,890 | 40,140 | ||||
MrTom and Mrs Carol Healy [Member] | Convertible Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate | 8% | |||||
Principal amount | $ 25,000 | $ 25,000 | ||||
Fixed conversion price of note | $ 4.125 | |||||
Interest expense | $ 800 | |||||
Debt instrument converted into shares of common stock | 6,255 | |||||
Chris Coulter [Member] | Convertible Promissory Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Principal amount | $ 50,000 | |||||
Fixed conversion price of note | $ 4.125 | |||||
Interest expense | $ 7,525 | |||||
Debt instrument converted into shares of common stock | 13,946 | |||||
Face amount outstanding | $ 50,000 |
Schedule of Valuation of Financ
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Right-of-use-asset | $ 158,190 | |
Notes payable | 234,500 | 2,284,500 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | 1,008,484 | 312,697 |
Right-of-use-asset | ||
Notes receivable | ||
Total assets | 1,008,484 | 548,447 |
Notes payable | ||
Lease liability | ||
Total liabilities | ||
Total assets and liabilities | 1,008,484 | 548,447 |
Cash, restricted | 235,750 | |
Convertible notes payable, related parties | ||
Convertible notes payable, unrelated parties | ||
Revolving line of credit | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Right-of-use-asset | ||
Notes receivable | 384,628 | 384,628 |
Total assets | 384,628 | 384,628 |
Notes payable | 234,500 | 2,284,500 |
Lease liability | ||
Total liabilities | 234,500 | 2,376,041 |
Total assets and liabilities | 150,128 | (1,991,413) |
Cash, restricted | ||
Convertible notes payable, related parties | ||
Convertible notes payable, unrelated parties | ||
Revolving line of credit | 91,541 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash | ||
Right-of-use-asset | 158,190 | |
Notes receivable | ||
Total assets | 158,190 | |
Notes payable | ||
Lease liability | 141,501 | |
Total liabilities | 141,501 | 5,059,191 |
Total assets and liabilities | $ 16,689 | (5,059,191) |
Cash, restricted | ||
Convertible notes payable, related parties | 140,000 | |
Convertible notes payable, unrelated parties | 4,919,191 | |
Revolving line of credit |
Major Customers and Accounts _2
Major Customers and Accounts Receivable (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Benchmark [Member] | Certain Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 10% | |
Revenue Benchmark [Member] | Two Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 87% | 68% |
Accounts Receivable [Member] | Certain Customer [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 10% | |
Accounts Receivable [Member] | One Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 79% | |
Accounts Receivable [Member] | Four Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk percentage | 72% |
Schedule of Other Current Asset
Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid insurance costs | $ 1,094 | $ 959 | |
Prepaid advertising and trade show fees | 26,598 | 19,485 | |
Prepaid professional fees | 20,417 | 12,617 | |
Value added taxes receivable | 243,305 | ||
Refunds receivable | 1,594 | ||
Interest receivable | 16,627 | 7,996 | |
Advances to co-manufacturer, NXTDried | [1] | 485,265 | 455,128 |
Total | $ 793,306 | $ 497,779 | |
[1]The Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal office in San Isidro, Lima, Peru, a total of $ 495,930 The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company 10,665 |
Schedule of Other Current Ass_2
Schedule of Other Current Assets (Details) (Parenthetical) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Advance to co-manufacturer | [1] | $ 485,265 | $ 455,128 |
NXT Dried Superfoods SAC [Member] | |||
Advance to co-manufacturer | $ 495,930 | ||
Description of advance repayment | The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company | ||
Payments to acquire productive assets | $ 10,665 | ||
[1]The Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal office in San Isidro, Lima, Peru, a total of $ 495,930 The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company 10,665 |
Summary of Reconciliation of Ca
Summary of Reconciliation of Cash and Restricted Cash (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Cash | $ 1,008,484 | $ 312,697 |
Restricted cash | 235,750 | |
Total cash and restricted cash | $ 1,008,484 | $ 548,447 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) | 9 Months Ended | ||||
May 25, 2023 | Nov. 22, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | May 07, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Finance cost | $ 2,082 | $ 2,082 | |||
Loan Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Cash pledge amount | $ 125,000 | ||||
Guarantee Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Increase in cash pledge amount | $ 235,750 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Equipment and machinery | $ 1,183,334 | $ 1,116,769 |
Less: Accumulated depreciation | (261,999) | (94,479) |
Total property and equipment, net | $ 921,335 | $ 1,022,290 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 55,939 | $ 37,252 | $ 167,520 | $ 37,414 |
Summary of Nanuva_s Exclusive D
Summary of Nanuva’s Exclusive Distributor in Territories (Details) | Sep. 30, 2023 kg |
Other Powder [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 0 |
Worldwide Except Chile Territory [Member] | Avocado Powder [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 1,000 |
Worldwide Except Chile Territory [Member] | Banana Chips [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 1,000 |
North America [Member] | Avocado Snacks [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 1,000 |
Worldwide Territory [Member] | Avocado Chips [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Minimum volume | 1,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - Manufacturing and Distributorship Agreement [Member] - USD ($) | 9 Months Ended | |
Feb. 04, 2021 | Sep. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Amount loaned as per agreement | $ 500,000 | |
Interest rate | 3% | |
Expiration date | May 31, 2027 | |
Amount repaid as a reduction of inventory costs | $ 131,594 | |
Principal amount | 115,372 | |
Interest amount | 16,222 | |
Total due from nanuva | 401,255 | |
Principal amount receivable | 384,628 | |
Interest amount receivable | $ 16,627 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll and taxes | $ 30,498 | $ 40,089 |
Accrued interest | 30,363 | 602,246 |
Accrued chargebacks | 136,022 | 46,387 |
Total accrued expenses | $ 196,883 | $ 688,722 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable, Related Parties (Details) - Related Party [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable, related parties | $ 140,000 | |
Convertible Notes Payable [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable, related parties | ||
Convertible Notes Payable One [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable, related parties | 90,000 | |
Convertible Notes Payable Two [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Convertible notes payable, related parties | $ 50,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable, Related Parties (Details) (Parenthetical) - USD ($) | 9 Months Ended | |||||
Jun. 15, 2023 | Jan. 05, 2023 | Dec. 31, 2021 | May 28, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Interest expense | $ 251,249 | $ 825,906 | ||||
Total proceeds | $ 6,226,000 | $ 10,000 | ||||
Related Party [Member] | Chief Financial Officer [Member] | Convertible Promissory Note [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Maturity date | Jun. 30, 2023 | |||||
Conversion price | $ 4.125 | |||||
Proceeds from public offering | $ 5,000,000 | |||||
Interest rate | 5% | |||||
Principal amount | $ 90,000 | $ 90,000 | ||||
Interest expense | $ 6,362 | |||||
Converted into shares of common stock | 23,361 | |||||
Closing sale of stock | 1,000,000 | |||||
Qualified financing dividing share amount | 7,000,000 | |||||
Total proceeds | $ 10,000,000 | |||||
Related Party [Member] | Chris Coulter [Member] | Convertible Promissory Note [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Maturity date | Jun. 30, 2023 | |||||
Conversion price | $ 4.125 | |||||
Proceeds from public offering | $ 5,000,000 | |||||
Interest rate | 5% | |||||
Principal amount | $ 50,000 | $ 50,000 | ||||
Interest expense | $ 7,525 | |||||
Converted into shares of common stock | 13,946 | |||||
Closing sale of stock | 1,000,000 | |||||
Qualified financing dividing share amount | 7,000,000 | |||||
Total proceeds | $ 10,000,000 | |||||
Related Party [Member] | Unsecured Convertible Promissory Note [Member] | Chief Executive Officer [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Unsecured debt | $ 25,000 | |||||
Bearing interest rate | 8% | |||||
Maturity date | Jun. 30, 2023 | |||||
Underwriting commitments, description | the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) | |||||
Conversion price | $ 4.125 | |||||
Proceeds from public offering | $ 5,000,000 | |||||
Interest rate | 18% | |||||
Principal amount | $ 25,000 | |||||
Interest expense | $ 800 | |||||
Converted into shares of common stock | 6,255 |
Convertible Notes Payable, Re_3
Convertible Notes Payable, Related Parties (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Debt conversion total discounts | $ 46,090 | $ 1,248,168 |
Interest expense to amortize debt discount | 251,249 | 825,906 |
Related Party [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Interest on convertible notes payable | 3,696 | 4,125 |
Chief Financial Officer [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Debt conversion total discounts | 19,054 | |
Controller [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Debt conversion total discounts | $ 19,961 | |
Interest expense to amortize debt discount | $ 19,003 |
Schedule of Convertible Notes_3
Schedule of Convertible Notes Payable, Unrelated Parties (Details) - Nonrelated Party [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | $ 4,919,191 | |
Convertible Notes Payable [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | ||
Convertible Notes Payable One [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | 645,600 | |
Convertible Notes Payable Two [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | 200,000 | |
Convertible Notes Payable Three [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | 1,250,000 | |
Convertible Notes Payable Four [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | 700,000 | |
Convertible Notes Payable Five [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total convertible notes payable, unrelated parties | $ 2,123,591 |
Schedule of Convertible Notes_4
Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | 46 Months Ended | ||||||
Jun. 15, 2023 | Jun. 06, 2022 | May 26, 2022 | Feb. 25, 2022 | Feb. 14, 2022 | Dec. 13, 2022 | Mar. 27, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Total proceeds | $ 442,500 | $ 2,048,500 | ||||||||
Interest expense | 251,249 | 825,906 | ||||||||
Total proceeds | $ 6,226,000 | 10,000 | ||||||||
Nonrelated Party [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Interest expense | $ 1,028,509 | |||||||||
Nonrelated Party [Member] | First Quarter of 2023 Convertible Notes [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Total proceeds | $ 442,500 | |||||||||
Bearing interest rate | 8% | |||||||||
Maturity date | Jun. 30, 2023 | |||||||||
Underwriting commitments, description | the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 18% | |||||||||
Principal amount | $ 442,500 | |||||||||
Interest expense | $ 9,801 | |||||||||
Converted into shares of common stock | 109,655 | |||||||||
Nonrelated Party [Member] | 2022 Convertible Notes [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Total proceeds | $ 645,600 | |||||||||
Bearing interest rate | 8% | |||||||||
Maturity date | Jun. 30, 2023 | |||||||||
Underwriting commitments, description | the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 18% | |||||||||
Principal amount | $ 645,600 | |||||||||
Interest expense | $ 27,925 | |||||||||
Converted into shares of common stock | 163,284 | |||||||||
Nonrelated Party [Member] | Fluffco Convertible Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Maturity date | Nov. 30, 2022 | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 8% | |||||||||
Principal amount | $ 200,000 | $ 200,000 | ||||||||
Interest expense | $ 15,737 | |||||||||
Converted into shares of common stock | 52,300 | |||||||||
Warrant term | 5 years | |||||||||
Purchase shares of common stock | 8,485 | |||||||||
Warrant exercise price | $ 6.50 | |||||||||
Aggregate purchase price | $ 186,000 | |||||||||
Interest rate | 18% | |||||||||
Total proceeds | $ 10,000,000 | |||||||||
Warrants outstanding | 8,485 | |||||||||
Net proceeds after deductions of debt discounts | 186,000 | |||||||||
Legal fees | $ 14,000 | |||||||||
Nonrelated Party [Member] | Fluffco Convertible Note [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Call option value | 35 | |||||||||
Nonrelated Party [Member] | Fluffco Convertible Note [Member] | Measurement Input, Option Volatility [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Call option value | 0.2679 | |||||||||
Nonrelated Party [Member] | Foss Convertible Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Maturity date | Nov. 30, 2022 | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 8% | |||||||||
Principal amount | $ 1,250,000 | $ 1,250,000 | ||||||||
Interest expense | $ 99,726 | |||||||||
Converted into shares of common stock | 327,207 | |||||||||
Warrant term | 5 years | |||||||||
Purchase shares of common stock | 45,833 | |||||||||
Warrant exercise price | $ 6.50 | |||||||||
Aggregate purchase price | $ 1,162,500 | |||||||||
Interest rate | 18% | |||||||||
Total proceeds | $ 10,000,000 | |||||||||
Warrants outstanding | 45,833 | |||||||||
Net proceeds after deductions of debt discounts | 1,162,500 | |||||||||
Legal fees | $ 87,500 | |||||||||
Nonrelated Party [Member] | Foss Convertible Note [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Call option value | 34 | |||||||||
Nonrelated Party [Member] | Foss Convertible Note [Member] | Measurement Input, Option Volatility [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Call option value | 0.2570 | |||||||||
Nonrelated Party [Member] | First Convertible Eagle Vision Notes [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Maturity date | Nov. 30, 2022 | |||||||||
Conversion price | $ 4.125 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 5% | |||||||||
Principal amount | $ 700,000 | $ 350,000 | ||||||||
Interest expense | $ 44,590 | |||||||||
Converted into shares of common stock | 180,508 | |||||||||
Interest rate | 18% | |||||||||
Total proceeds | $ 10,000,000 | |||||||||
Nonrelated Party [Member] | Fifty-two Individual Convertible Promissory Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Total proceeds | $ 2,143,591 | |||||||||
Maturity date | Jun. 30, 2023 | |||||||||
Proceeds from public offering | $ 5,000,000 | |||||||||
Interest rate | 5% | |||||||||
Principal amount | $ 2,123,591 | 20,000 | ||||||||
Interest expense | $ 290,047 | $ 3,586 | ||||||||
Converted into shares of common stock | 695,655 | |||||||||
Total proceeds | $ 5,000,000 | |||||||||
Closing sale of stock | 1,000,000 | |||||||||
Qualified financing dividing share amount | $ 7,000,000 | |||||||||
Nonrelated Party [Member] | Fourty Six of Convertible Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Conversion price | $ 2.05 | |||||||||
Principal amount | $ 1,788,591 | |||||||||
Nonrelated Party [Member] | Six of Convertible Notes [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Conversion price | $ 4.125 | |||||||||
Principal amount | $ 355,000 |
Convertible Notes Payable, Un_3
Convertible Notes Payable, Unrelated Parties (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Amortized debt discounts | $ 46,090 | $ 1,248,168 | |
Interest expense to amortize debt discount | 251,249 | 825,906 | |
Nonrelated Party [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortized debt discounts | $ 1,604,537 | ||
Interest expense to amortize debt discount | 1,028,509 | ||
Interest on convertible notes payable | 138,316 | 141,158 | |
Nonrelated Party [Member] | Warrant [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortized debt discounts | 9,441 | ||
Nonrelated Party [Member] | Convertible Debt [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Amortized debt discounts | 0 | 77,698 | |
Interest on convertible notes payable | $ 138,316 | $ 218,856 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Total notes payable | $ 234,500 | $ 2,284,500 |
Less: unamortized debt discounts | ||
Notes payable | 234,500 | 2,284,500 |
Less: current maturities | 200,000 | 2,250,000 |
Notes payable, less current maturities | $ 34,500 | $ 34,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||
Jun. 12, 2023 | May 07, 2021 | Dec. 08, 2020 | Dec. 07, 2020 | May 17, 2020 | Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 02, 2023 | Mar. 15, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||||||
Debt discounts | |||||||||||||
Debt discounts of finance costs | $ 151,554 | ||||||||||||
Notes payable | 234,500 | 234,500 | 2,284,500 | ||||||||||
Promissory note issued | 370,000 | ||||||||||||
Notes payable | $ 34,500 | 34,500 | 34,500 | ||||||||||
Interest expense | 251,249 | 825,906 | |||||||||||
Stated interest expense | 205,159 | 257,491 | |||||||||||
Amortized debt discounts | 46,090 | 1,248,168 | |||||||||||
Amended warrants | 377,200 | ||||||||||||
EIDL Loan Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Bearing interest percentage | 3.75% | ||||||||||||
Promissory note issued | $ 34,500 | ||||||||||||
Principal and interest payment | $ 169 | ||||||||||||
Four Investors [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt discounts | $ 46,090 | ||||||||||||
Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrant price per share | $ 6.83 | $ 6.83 | $ 6 | ||||||||||
Debt discounts of finance costs | $ 46,090 | 49,102 | |||||||||||
Subordinated Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Subscriptions amount | $ 170,000 | $ 1,000,000 | |||||||||||
Annual rate percentage | 15% | 15% | |||||||||||
Monthly interest rate percentage | 10% | 10% | |||||||||||
Remain unpaid percentage | 5% | 5% | |||||||||||
Increasing interest rate percentage | 18% | 18% | |||||||||||
Qualified subsequent financing amount | $ 2,000,000 | $ 2,000,000 | |||||||||||
Net proceeds from offering | $ 170,000 | ||||||||||||
Repaid amount | $ 25,500 | ||||||||||||
Expiring period | 10 years | 10 years | |||||||||||
Warrant purchase shares | 30,000 | 154,243 | |||||||||||
Debt discounts of finance costs | 70,580 | ||||||||||||
Warrant offering costs | 15,382 | ||||||||||||
Amortized discounts | 46,090 | 26,525 | |||||||||||
Subordinated Debt [Member] | Eagle Vision Ventures, Inc. [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Net proceeds from offering | $ 890,000 | ||||||||||||
Repaid amount | $ 143,663 | ||||||||||||
Debt discounts of finance costs | 176,228 | ||||||||||||
Gross proceeds from offering | 1,000,000 | ||||||||||||
Diligence fees | 110,000 | ||||||||||||
Interst owned amount | 18,750 | 18,750 | |||||||||||
Loan origination costs | 110,000 | ||||||||||||
Subordinated Debt [Member] | Eight Investors [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt discounts | $ 66,228 | ||||||||||||
Subordinated Debt [Member] | Common Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrant price per share | $ 6 | $ 7.10 | |||||||||||
Hinman [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Notes payable | 200 | 200 | |||||||||||
Hinman [Member] | Loan Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Monthly interest rate percentage | 1.50% | ||||||||||||
Bearing interest percentage | 18% | ||||||||||||
Senior Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Subscriptions amount | $ 1,250,000 | ||||||||||||
Annual rate percentage | 15% | ||||||||||||
Monthly interest rate percentage | 10% | ||||||||||||
Remain unpaid percentage | 5% | ||||||||||||
Increasing interest rate percentage | 18% | ||||||||||||
Qualified subsequent financing amount | $ 2,000,000 | ||||||||||||
Warrant purchase shares | 179,396 | ||||||||||||
Debt discounts of finance costs | 52,377 | ||||||||||||
Warrant offering costs | 47,811 | ||||||||||||
Amortized discounts | 13,136 | ||||||||||||
Notes payable | $ 1,250,000 | ||||||||||||
Senior Notes [Member] | Eagle Vision Ventures, Inc. [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Net proceeds from offering | $ 1,115,000 | ||||||||||||
Repaid amount | $ 214,609 | ||||||||||||
Debt discounts of finance costs | $ 180,196 | ||||||||||||
Diligence fees | 135,000 | ||||||||||||
Interst owned amount | $ 20,833 | $ 20,833 | |||||||||||
Loan origination costs | 135,000 | ||||||||||||
Senior Notes [Member] | Five Investors [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt discounts | $ 45,196 | ||||||||||||
Senior Notes [Member] | Common Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrant price per share | $ 2.60 | ||||||||||||
Senior Secured Notes and Subordinated Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortized discounts | 39,661 | ||||||||||||
Amortized debt discounts | $ 151,554 |
Schedule of Recognized Interest
Schedule of Recognized Interest Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May 25, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest on notes payable | $ 205,159 | $ 257,491 | |||
Amortization of debt discounts, derivatives | 151,554 | ||||
Amended warrants | 377,200 | ||||
Interest on revolving line of credit | 8,251 | 17,108 | |||
Finance charge on letter of credit | $ 2,082 | 2,082 | |||
Interest on credit cards | 2,406 | 1,542 | |||
Total interest expense | $ 10,004 | $ 217,346 | 406,000 | 2,046,792 | |
Derivative [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Amortization of debt discounts, derivatives | 1,047,512 | ||||
Warrant [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Amortization of debt discounts, derivatives | 46,090 | 49,102 | |||
Related Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest on convertible notes payable | 3,696 | 4,125 | |||
Nonrelated Party [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Interest on convertible notes payable | $ 138,316 | $ 141,158 |
Schedule of Maturities of Notes
Schedule of Maturities of Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
2023 | [1] | ||
2024 | 200,000 | ||
2025 | |||
2026 | |||
2027 | 83 | ||
2028 and thereafter | 34,417 | ||
Total notes payable gross | 234,500 | ||
Less effects of discounting | |||
Total notes payable | 234,500 | $ 2,284,500 | |
EIDL [Member] | |||
Debt Instrument [Line Items] | |||
2023 | [1] | ||
2024 | |||
2025 | |||
2026 | |||
2027 | 83 | ||
2028 and thereafter | 34,417 | ||
Total notes payable gross | 34,500 | ||
Less effects of discounting | |||
Total notes payable | 34,500 | ||
Hinman [Member] | |||
Debt Instrument [Line Items] | |||
2023 | [1] | ||
2024 | 200,000 | ||
2025 | |||
2026 | |||
2027 | |||
2028 and thereafter | |||
Total notes payable gross | 200,000 | ||
Less effects of discounting | |||
Total notes payable | $ 200 | ||
[1]Based on the remaining three months for the year ending December 31, 2023. |
Revolving Line of Credit (Detai
Revolving Line of Credit (Details Narrative) - USD ($) | 9 Months Ended | ||||
Oct. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 13, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||
Revolving line of credit | $ 42,750 | $ 91,541 | |||
LOC interest expense | $ 8,251 | $ 17,108 | |||
Line of Credit [Member] | |||||
Short-Term Debt [Line Items] | |||||
Inventory purchase | $ 400,000 | ||||
Accrues interest percentage | 15% | ||||
Origination fee percentage | 2% |
Schedule of Components of Lease
Schedule of Components of Lease Expenses (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Amortization of right-of-use asset | $ 10,130 | |
Interest on lease liability | 5,889 | |
Total finance lease cost | $ 16,019 |
Schedule of Supplemental Inform
Schedule of Supplemental Information Related to Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Finance lease assets | $ 158,190 | |
Current portion of finance lease liability | 32,426 | |
Noncurrent finance lease liability | 109,075 | |
Total finance lease liability | $ 141,501 | |
Finance Lease, Weighted Average Remaining Lease Term | 3 years 7 months 6 days | |
Finance Lease, Weighted Average Discount Rate, Percent | 11% |
Schedule of Supplemental Cash a
Schedule of Supplemental Cash and Other Information Related to Finance Leases (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Finance cash flows used for finance leases | $ 26,819 | |
Total finance lease liabilities | $ 168,320 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2023 | Jun. 01, 2023 | Dec. 31, 2022 |
Leases | |||
2023 (for the three months remaining) | $ 14,629 | ||
2024 | 43,886 | ||
2025 | 43,886 | ||
2026 | 43,886 | ||
2027 and thereafter | 29,258 | ||
Total | 175,545 | $ 3,657 | |
Less effects of discounting | 34,044 | ||
Lease liability recognized | $ 141,501 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Jun. 01, 2023 | |
Leases | ||
Lease cost | $ 168,141 | |
Share price | $ 1 | |
Maturity date | Aug. 31, 2027 | |
Finance lease liability | $ 175,545 | $ 3,657 |
Schedule of Maturity of Annual
Schedule of Maturity of Annual royalty (Details) | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | |
2022 | |
2023 | |
2024 | 100,000 |
2025 and each subsequent year of the term | 250,000 |
2026 | 250,000 |
2027 | 250,000 |
Total* | $ 850,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 30, 2023 | Sep. 27, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Finance lease periodic payment | $ 3,657 | |
Other commitment | $ 250,000 | |
Non refundable down payment percentage | 40% | |
Deposit | $ 50,000 | $ 50,000 |
Changes in Stockholders_ Equi_2
Changes in Stockholders’ Equity (Deficit) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 17, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock shares authorized | 8,000,000 | 8,000,000 | 8,000,000 | |||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock shares authorized | 80,000,000 | 80,000,000 | 80,000,000 | |||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||
Common stock shares issued | 4,007,274 | 4,007,274 | 1,200,769 | |||
Stock issued for services | $ 44,334 | $ 99,751 | $ 99,751 | $ 24,420 | ||
Aggregate fair value | $ 99,751 | 99,751 | 24,420 | |||
Interest payable current | 30,363 | 30,363 | $ 602,246 | |||
IPO [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Sale of stock | 1,190,000 | |||||
Sale of stock, price per share | $ 6 | |||||
Proceeds from issuance initial public offering | $ 6,226,000 | |||||
Warrants to purchase shares | 82,110 | |||||
Warrant exercise price | $ 7.20 | |||||
Deferred offering costs | $ 1,283,954 | 1,283,954 | 1,283,954 | $ 543,664 | ||
Convertible debt | 6,029,204 | 6,029,204 | ||||
Principal amount | $ 5,526,691 | 5,526,691 | 5,526,691 | |||
Interest payable current | $ 502,513 | $ 502,513 | ||||
Stock issued during period shares conversion of units | 1,572,171 | |||||
Preferred Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Preferred stock shares authorized | 8,000,000 | 8,000,000 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||
Stock issued for services | ||||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock shares authorized | 80,000,000 | 80,000,000 | ||||
Common stock par value | $ 0.001 | $ 0.001 | ||||
Common stock shares issued | 4,007,274 | 4,007,274 | ||||
Stock issued for services | $ 44 | $ 44 | $ 6 | |||
Common Stock [Member] | IPO [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Convertible debt | 179,687 | 179,687 | ||||
Principal amount | 165,000 | 165,000 | ||||
Interest payable current | $ 14,687 | $ 14,687 | ||||
Stock issued during period shares conversion of units | 43,562 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 9 Months Ended | ||||
Aug. 08, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 15, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share price per share | $ 1 | ||||
Stock-based compensation | $ 179,389 | $ 75,474 | |||
Common Stock [Member] | Chairman [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Option, shares | 30,000 | ||||
Exercise price per share | $ 6 | ||||
Exercisable term | 10 years | ||||
Vested term | 1 year | ||||
Volatility rate | 39% | ||||
Stock-based compensation | 719 | ||||
Unamortized expenses | 4,213 | ||||
Common Stock [Member] | Chairman [Member] | Call Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share price per share | $ 0.1644 | ||||
Call option value | $ 4,932 | ||||
Common Stock [Member] | Director [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Option, shares | 30,000 | ||||
Exercise price per share | $ 2.51 | ||||
Exercisable term | 10 years | ||||
Volatility rate | 39% | ||||
Stock-based compensation | $ 3,450 | ||||
Unamortized expenses | $ 20,205 | ||||
Common Stock [Member] | Director [Member] | Call Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share price per share | $ 0.7885 | ||||
Call option value | $ 23,655 | ||||
Common Stock [Member] | Employee [Member] | Call Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share price per share | $ 2.0249 | ||||
Call option value | $ 32,399 | ||||
2022 Plan [Member] | Common Stock [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Number of shares reserved for issuance | 600,000 | ||||
Option, shares | 184,403 | ||||
Weighted average exercise price | $ 4.11 | ||||
2022 Plan [Member] | Common Stock [Member] | Employee [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share price per share | $ 4.125 | ||||
Fully vested options to purchase | 16,000 | ||||
Volatility rate | 50% |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - USD ($) | 9 Months Ended | |||
Jul. 02, 2023 | Jun. 21, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | |
IPO [Member] | ||||
Purchase of warrants | 82,110 | |||
Warrant price per share | $ 7.20 | |||
Warrant [Member] | ||||
Purchase of warrants | 30,000 | 447,246 | ||
Warrant price per share | $ 6 | $ 6.83 | ||
Weighted average remaining common stock of warrant | 6 years 10 months 24 days | |||
Proceeds from issuance of warrant | $ 170,000 | |||
Weighted average volatility rate | 54% | |||
Call option | $ 3.8171 | |||
Call option value | $ 114,513 | |||
Finance expense | $ 46,090 | |||
Warrant [Member] | IPO [Member] | Underwriter Agreement [Member] | ||||
Purchase of warrants | 82,110 | |||
Warrant price per share | $ 7.20 | |||
Weighted average volatility rate | 54% | |||
Call option | $ 1.7981 | |||
Call option value | $ 147,639 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Effective income tax rate percentage | 21% | 21% |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carry forwards | $ 6.7 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Nov. 01, 2023 | Oct. 26, 2023 | Oct. 24, 2023 | Aug. 17, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | |||||||
Stock issued for services, value | $ 44,334 | $ 99,751 | $ 99,751 | $ 24,420 | |||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued for services, shares | 44,334 | 44,334 | 5,920 | ||||
Stock issued for services, value | $ 44 | $ 44 | $ 6 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued for services, shares | 24,478 | ||||||
Stock issued for services, value | $ 40,389 | ||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares granted | 42,500 | ||||||
Exercise price | $ 1.60 | ||||||
Exercisable term | 10 years | ||||||
Subsequent Event [Member] | Consultant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock issued for services, shares | 12,500 | ||||||
Stock issued for services, value | $ 19,000 |