Cover
Cover - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 | 6,792,709 | |
Entity Listing, Par Value Per Share | $ 0.001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 936,061 | $ 657,789 |
Accounts receivable | 389,493 | 635,549 |
Advances on inventory purchases | 866,244 | |
Inventory | 273,983 | 336,805 |
Other current assets | 120,126 | 48,100 |
Total current assets | 2,585,907 | 1,678,243 |
Property and equipment, net | 1,378,659 | 914,999 |
Right-of-use asset | 2,041,084 | 147,228 |
Other asset | 275,000 | |
Note receivable | 374,728 | 384,628 |
Total Assets | 6,655,378 | 3,125,098 |
Current liabilities: | ||
Accrued expenses | 73,910 | 165,244 |
Operating lease liability, current portion | 11,547 | |
Finance lease liability, current portion | 32,640 | 30,901 |
Total current liabilities | 1,282,921 | 779,093 |
Operating lease liability, net of current portion | 1,929,936 | |
Finance lease liability, net of current portion | 84,263 | 101,029 |
Total Liabilities | 4,672,312 | 914,622 |
Stockholders’ Equity: | ||
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; 6,009,671 and 4,044,252 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 6,010 | 4,044 |
Additional paid-in capital | 16,781,060 | 15,016,973 |
Accumulated other comprehensive income | 58 | |
Accumulated deficit | (14,804,062) | (12,810,541) |
Total Stockholders’ Equity | 1,983,066 | 2,210,476 |
Total Liabilities and Stockholders’ Equity | 6,655,378 | 3,125,098 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accounts payable | 1,078,046 | 382,948 |
Notes payable, current portion | 200,000 | |
Notes payable, net of current portion | 34,500 | 34,500 |
Related Party [Member] | ||
Current liabilities: | ||
Notes payable, current portion | 86,778 | |
Notes payable, net of current portion | $ 1,340,692 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 6,009,671 | 4,044,252 |
Common stock, shares outstanding | 6,009,671 | 4,044,252 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations And Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net revenue | $ 1,362,986 | $ 343,065 | $ 2,830,002 | $ 440,405 |
Cost of goods sold | 1,214,227 | 361,461 | 2,397,655 | 488,443 |
Gross profit (loss) | 148,759 | (18,396) | 432,347 | (48,038) |
Operating expenses: | ||||
General and administrative | 321,201 | 141,031 | 640,937 | 321,931 |
Salaries and wages | 349,597 | 436,238 | 947,883 | 688,048 |
Professional fees | 304,376 | 158,205 | 695,042 | 302,346 |
Total operating expenses | 975,174 | 735,474 | 2,283,862 | 1,312,325 |
Operating loss | (826,415) | (753,870) | (1,851,515) | (1,360,363) |
Other income (expense): | ||||
Interest income | 2,818 | 2,911 | 5,695 | 5,756 |
Interest expense | (118,957) | (222,551) | (147,701) | (395,996) |
Total other income (expense) | (116,139) | (219,640) | (142,006) | (390,240) |
Net loss | (942,554) | (973,510) | (1,993,521) | (1,750,603) |
Other comprehensive income: | ||||
Gain on foreign currency translation | 58 | 58 | ||
Net other comprehensive income | $ (942,496) | $ (973,510) | $ (1,993,463) | $ (1,750,603) |
Weighted average common shares outstanding - basic | 4,268,183 | 1,642,995 | 4,188,825 | 1,423,103 |
Weighted average common shares outstanding - diluted | 4,268,183 | 1,642,995 | 4,188,825 | 1,423,103 |
Net loss per common share - basic | $ (0.22) | $ (0.59) | $ (0.48) | $ (1.23) |
Net loss per common share - diluted | $ (0.22) | $ (0.59) | $ (0.48) | $ (1.23) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscriptions payable [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
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 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 | ||||||
Stock options issued for services | 68,492 | 68,492 | |||||
Common stock warrants granted to note holders pursuant to debt financing | 46,090 | 46,090 | |||||
Net loss | (1,750,603) | (1,750,603) | |||||
Common stock issued for debt conversions | $ 1,572 | 6,027,632 | 6,029,204 | ||||
Common stock issued for debt conversions, shares | 1,572,171 | ||||||
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 | ||||||
Balance at Mar. 31, 2023 | $ 1,201 | 3,794,348 | (9,661,924) | (5,866,375) | |||
Balance, shares at Mar. 31, 2023 | 1,200,769 | ||||||
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 | ||||||
Stock options issued for services | 18,046 | 18,046 | |||||
Common stock warrants granted to note holders pursuant to debt financing | 46,090 | 46,090 | |||||
Net loss | (973,510) | (973,510) | |||||
Common stock issued for debt conversions | $ 1,572 | 6,027,632 | 6,029,204 | ||||
Common stock issued for debt conversions, shares | 1,572,171 | ||||||
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 | ||||||
Balance at Dec. 31, 2023 | $ 4,044 | 15,016,973 | (12,810,541) | 2,210,476 | |||
Balance, shares at Dec. 31, 2023 | 4,044,252 | ||||||
Balance at Mar. 31, 2024 | $ 4,121 | 15,515,716 | 36,019 | (13,861,508) | 1,694,348 | ||
Balance, shares at Mar. 31, 2024 | 4,121,346 | ||||||
Balance at Dec. 31, 2023 | $ 4,044 | 15,016,973 | (12,810,541) | 2,210,476 | |||
Balance, shares at Dec. 31, 2023 | 4,044,252 | ||||||
Common stock issued pursuant to initial public offering | $ 1,750 | 999,175 | 1,000,925 | ||||
Common stock issued pursuant to initial public offering, shares | 1,750,000 | ||||||
Common stock issued for services | $ 216 | 289,869 | 290,085 | ||||
Common stock issued for services, shares | 215,419 | ||||||
Stock options issued for services | 394,135 | 394,135 | |||||
Common stock warrants granted to note holders pursuant to debt financing | 80,908 | 80,908 | |||||
Gain on foreign currency translation | 58 | 58 | |||||
Net loss | (1,993,521) | (1,993,521) | |||||
Balance at Jun. 30, 2024 | $ 6,010 | 16,781,060 | 58 | (14,804,062) | 1,983,066 | ||
Balance, shares at Jun. 30, 2024 | 6,009,671 | ||||||
Balance at Mar. 31, 2024 | $ 4,121 | 15,515,716 | 36,019 | (13,861,508) | 1,694,348 | ||
Balance, shares at Mar. 31, 2024 | 4,121,346 | ||||||
Common stock issued pursuant to initial public offering | $ 1,750 | 999,175 | 1,000,925 | ||||
Common stock issued pursuant to initial public offering, shares | 1,750,000 | ||||||
Common stock issued for services | $ 139 | 176,371 | (36,019) | 140,491 | |||
Common stock issued for services, shares | 138,325 | ||||||
Stock options issued for services | 17,751 | 17,751 | |||||
Common stock warrants granted to note holders pursuant to debt financing | 72,047 | 72,047 | |||||
Gain on foreign currency translation | 58 | 58 | |||||
Net loss | (942,554) | (942,554) | |||||
Balance at Jun. 30, 2024 | $ 6,010 | $ 16,781,060 | $ 58 | $ (14,804,062) | $ 1,983,066 | ||
Balance, shares at Jun. 30, 2024 | 6,009,671 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (1,993,521) | $ (1,750,603) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 112,671 | 111,581 |
Amortization of debt discounts | 92,168 | 46,090 |
Common stock issued for services | 290,085 | |
Options and warrants issued for services | 394,135 | 68,492 |
Decrease (increase) in assets: | ||
Accounts receivable | 246,056 | (156,488) |
Advances on inventory purchases | (866,244) | (821,753) |
Inventory | 62,822 | 37,921 |
Other current assets | (72,026) | (218,123) |
Right-of-use asset | 49,502 | 4,943 |
Other assets | (275,000) | |
Increase (decrease) in liabilities: | ||
Accounts payable | 695,098 | (56,558) |
Accounts payable, related parties | 15,750 | |
Accrued expenses | (91,334) | (80,976) |
Operating lease liability | (1,875) | |
Net cash used in operating activities | (1,357,463) | (2,799,724) |
Cash flows from investing activities | ||
Purchase of property and equipment | (576,331) | (10,100) |
Payments received on notes receivable | 9,900 | |
Net cash used in investing activities | (566,431) | (10,100) |
Cash flows from financing activities | ||
Payment of deferred offering costs | (399,075) | (740,290) |
Proceeds received on convertible notes payable, related parties | 25,000 | |
Proceeds received on convertible notes payable, unrelated parties | 442,500 | |
Proceeds received on notes payable | 370,000 | |
Repayment of notes payable | (200,000) | (2,420,000) |
Proceeds received on notes payable, related parties | 1,416,210 | |
Repayments on revolving line of credit | (48,791) | |
Principal payments on finance lease | (15,027) | (4,248) |
Proceeds from sale of common stock | 1,400,000 | 6,226,000 |
Net cash provided by financing activities | 2,202,108 | 3,850,171 |
Effect of exchange rate changes on cash | 58 | |
Net increase in cash | 278,272 | 1,040,347 |
Cash and restricted cash - beginning of period | 657,789 | 548,447 |
Cash - ending of period | 936,061 | 1,588,794 |
Supplemental disclosures: | ||
Interest paid | 56,010 | 397,059 |
Income taxes paid | ||
Non-cash investing and financing transactions: | ||
Relative fair value of warrants issued as a debt discount | 80,908 | 46,090 |
Relative fair value of shares issued on debt conversions | 6,029,204 | |
Initial recognition of right-of-use assets and lease liabilities | $ 1,943,358 | $ 168,320 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 contract manufacturers based in South America and North America that produce dehydrated fruit and vegetable products for us using a new proprietary dehydration technology that the Company licenses from a third party Basis of Accounting The accompanying unaudited condensed consolidated 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. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2024: Name of Entity Jurisdiction Relationship BranchOut Food Inc. (1) Nevada, U.S. Parent BranchOut Food Sucursal Peru (2) Peru Subsidiary (1) Holding company in the form of a corporation. (2) Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon. 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. BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Going Concern As shown in the accompanying condensed consolidated financial statements, as of June 30, 2024, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 14,804,062 1,302,986 Nasdaq Delisting Notice On April 11, 2024, we received a letter from The Nasdaq Stock Market stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because our stockholders’ equity of $ 2,210,476 2,500,000 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 $ 250,000 686,055 407,789 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 June 30, 2024 and December 31, 2023: Schedule of Inventory June 30, December 31, 2024 2023 Raw materials $ 23,436 $ 13,734 Finished goods 250,547 323,071 Total inventory 273,983 336,805 The Company had prepaid inventory advances on product in the amount of $ 866,244 70 30 Property and Equipment Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Schedule of Estimated Useful Lives Office equipment 3 Furniture and fixtures 5 Equipment and machinery 5 Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations. Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company expenses internally developed trademarks. BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) License Agreement The Company is party to a license agreement under which it is licensed 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 14, below. 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 six months ended June 2024 and 2023: Schedule of Revenue For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenue $ 1,451,828 $ 341,414 $ 2,922,664 $ 451,993 Less: slotting, discounts, and allowances 88,842 (1,651 ) 92,662 11,588 Net revenue $ 1,362,986 $ 343,065 $ 2,830,002 $ 440,405 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 . BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $ 98,204 62,360 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 $ 684,220 68,492 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 | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 2 – Related Party Transactions Debt Financing On various dates from January 9, 2024 through May 22, 2024, the Company completed the sale of an aggregate $ 1,675,000 518,750 Pursuant to the subscription agreements, Eagle Vision was paid aggregate cash fees in the amount of $ 177,500 35,000 The Notes mature on the earlier of December 31, 2025 15 Each Warrant is exercisable for a ten-year 1.00 Common Stock Options Issued for Services On February 22, 2024, the Company granted options to purchase 140,000 1.92 10 On February 22, 2024, the Company granted options to purchase 75,000 1.92 10 On February 22, 2024, the Company also granted options to purchase an aggregate 79,166 1.92 10 |
Formation of Subsidiary
Formation of Subsidiary | 6 Months Ended |
Jun. 30, 2024 | |
Formation Of Subsidiary | |
Formation of Subsidiary | Note 3 – Formation of Subsidiary On April 26, 2024, the Company formed a wholly-owned subsidiary in Peru, under the form of a legal entity called a Branch, for the purpose of establishing a production facility. On May 10, 2024, the Company entered into a ten-year 50,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4 – 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 June 30, 2024 and December 31, 2023: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Fair Value Measurements at June 30, 2024 Level 1 Level 2 Level 3 Assets Cash $ 936,061 $ - $ - Right-of-use-asset - - 2,041,084 Notes receivable - 374,728 - Total assets 936,061 374,728 2,041,084 Liabilities Notes payable - 34,500 - Notes payable, related parties, net of $ 247,530 - 1,427,470 - Lease liabilities - - 2,058,386 Total liabilities - 1,957,030 2,058,386 Total assets and liabilities 936,061 (1,582,302 ) (17,302 ) Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 657,789 $ - $ - Right-of-use-asset - - 147,228 Notes receivable - 384,628 - Total assets 657,789 384,628 147,228 Liabilities Notes payable - 235,000 - Lease liability - - 131,930 Total liabilities - 235,000 131,930 Total assets and liabilities 657,789 149,628 15,298 There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2024, or the year ended December 31, 2023. |
Major Customers and Accounts Re
Major Customers and Accounts Receivable | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Accounts Receivable | Note 5 – Major Customers and Accounts Receivable The Company had certain customers whose revenue individually represented 10 10 For the six months ended June 30, 2024, one customer accounted for 99 91 78 74 |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 6 – Other Current Assets Other current assets consisted of the following as of June 30, 2024 and December 31, 2023: Schedule of Other Current Assets June 30, December 31, 2024 2023 Prepaid insurance costs $ 1,143 $ 2,403 Prepaid advertising and trade show fees 58,231 20,106 Prepaid professional fees & license fees 35,563 6,056 Interest receivable 25,189 19,535 Total other current assets $ 120,126 $ 48,100 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment as of June 30, 2024 and December 31, 2023 consisted of the following: Schedule of Property and Equipment June 30, December 31, 2024 2023 Equipment and machinery $ 1,809,665 $ 1,233,334 Less: Accumulated depreciation (431,006 ) (318,335 ) Total property and equipment, net $ 1,378,659 $ 914,999 Depreciation of property and equipment was $ 112,671 111,581 |
Other Asset
Other Asset | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Asset | Note 8 – Other Asset On May 10, 2024, in connection with the lease of the Company’s Peru Facility, the Company paid $ 275,000 1,267,000 1,267,000 992,000 |
Notes Receivable
Notes Receivable | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Notes Receivable | Note 9 – 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 3 131,594 115,372 16,222 15,000 399,917 374,728 25,189 404,163 384,628 19,535 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 | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 10 – Accrued Expenses Accrued expenses consisted of the following as of June 30, 2024 and December 31, 2023, respectively: Schedule of Accrued Expenses June 30, December 31, 2024 2023 Accrued payroll and taxes $ 44,843 $ 43,376 Accrued interest 2,100 2,577 Accrued chargebacks 26,967 119,291 Total accrued expenses $ 73,910 $ 165,244 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 11 – Notes Payable On March 15, 2023, the Company completed the sale of a $ 200,000 18 1.5 January 10, 2024 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 June 30, 2024 and December 31, 2023: Schedule of Notes Payable June 30, December 31, 2024 2023 Total notes payable $ 34,500 $ 234,500 Less: current maturities - 200,000 Notes payable, less current maturities $ 34,500 $ 34,500 The Company recognized $ 903 195,620 |
Notes Payable, Related Parties
Notes Payable, Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable Related Parties | |
Notes Payable, Related Parties | Note 12 – Notes Payable, Related Parties During the period of May 14, 2024 through May 22, 2024, the Company completed the sale of an aggregate of $ 1,050,000 262,500 The Senior Notes mature on the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15 ten 2.00 On April 16, 2024, the Company completed the sale of $ 225,000 56,250 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) The First Amendment also (i) increased the aggregate principal amount of the Senior Notes available to be sold from time to time under the Subscription Agreement from $ 400,000 2,000,000 100,000 600,000 46,290 100,000 80,000 On January 9, 2024, the Company completed the sale of $ 400,000 100,000 In accordance with ASC 470, the Company recorded total discounts of $ 339,698 80,908 92,168 247,530 Eagle Vision has been paid aggregate cash fees in the amount of $ 177,500 35,000 To date, in a series of closings pursuant to the Subscription Agreement, including the most recent sales described above, the Company has issued an aggregate $ 1,675,000 518,750 The Company recognized $ 146,798 54,630 71,718 20,450 The Company recognized aggregate interest expense for the six months ended June 30, 2024 and 2023 respectively, as follows: Schedule of Recognized Interest Expense June 30, June 30, 2024 2023 Interest on convertible notes payable, related parties $ - $ 3,696 Interest on convertible notes payable - 138,316 Interest on notes payable 903 195,620 Interest on notes payable, related parties 54,630 - Interest on notes payable 54,630 - Amortization of debt discounts on related party notes 71,718 - Amortization of debt discounts on related party notes, warrants 20,450 46,090 Amortization of debt discounts 20,450 46,090 Interest on revolving line of credit - 7,786 Finance charge on letter of credit - 2,082 Interest on credit cards - 2,406 Total interest expense $ 147,701 $ 395,996 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | Note 13 – Leases Equipment Lease The Company has financed production equipment with an acquisition cost of approximately $ 168,141 1.00 August 31, 2027 3,657 Peru Facility Lease On May 10, 2024, the Company entered into a ten-year lease for a 50,000 8,000 20,000 22,000 24,000 25,000 10 1,865,456 In connection with the lease of the Peru Facility, the Company entered into a first position mortgage receivable in the amount of $ 1,267,000 1,267,000 275,000 992,000 The components of lease expense were as follows: Schedule of Components of Lease Expenses 2024 2023 For the Six Months Ended June 30, 2024 2023 Operating lease cost: Amortization of right-of-use asset $ 32,389 $ - Interest on lease liability 14,124 - Total operating lease cost 46,513 - Finance lease cost: Amortization of right-of-use asset $ 17,114 $ - Interest on lease liability 6,915 - Total finance lease cost 24,029 - Total finance lease cost $ 70,542 $ - Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Information Related to Leases June 30, December 31, 2024 2023 Operating lease: Operating lease assets $ 1,910,969 $ - Current portion of operating lease liability $ 11,547 - Noncurrent operating lease liability 1,929,936 - Total operating lease liability $ 1,941,483 $ - Finance lease: Finance lease assets $ 130,115 $ 147,228 Current portion of finance lease liability $ 32,640 30,901 Noncurrent finance lease liability 84,263 101,029 Total finance lease liability $ 116,903 $ 131,930 Weighted average remaining lease term: Operating lease 9.83 - Finance lease 2.89 3.35 Weighted average discount rate: Operating lease 4.45 % - Finance lease 11.00 % 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 2024 2023 For the Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 1,875 $ - Finance cash flows used for finance leases $ 15,027 $ - - Leased assets obtained in exchange for lease liabilities: - Total operating lease liabilities $ 1,943,358 $ - Total finance lease liabilities $ 168,320 $ - The future minimum lease payments due under operating leases as of June 30, 2024 is as follows: Schedule of Future Minimum Operating Lease Payments Year Ending Minimum Lease December 31, Commitments 2024 (for the six months remaining) $ 48,000 2025 96,000 2026 192,000 2027 256,000 2028 280,000 Thereafter 1,596,000 Total minimum lease payments 2,468,000 Less effects of discounting 526,517 Lease liability recognized 1,941,483 Less current portion 11,547 Long-term operating lease liability $ 1,929,936 The future minimum lease payments due under finance leases as of June 30, 2024 is as follows: Schedule of Future Minimum Lease Payments Year Ending Minimum Lease December 31, Commitments 2024 (for the six months remaining) $ 21,943 2025 43,886 2026 43,886 2027 29,258 Total minimum lease payments 138,973 Less effects of discounting 22,070 Lease liability recognized 116,903 Less current portion 32,640 Long-term finance lease liability $ 84,263 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – 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. There are currently no pending legal matters. Operating Lease The Company leases a 50,000 8,000 20,000 22,000 24,000 25,000 10 10 1,865,456 Finance Lease The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $ 3,657 August 31, 2027 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 was amended on October 26, 2022, September 27, 2023 and May 23, 2024, to, among other things, modify the exclusivity retention royalty payments required to be paid by the Company. 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 must make annual royalty minimum payments to EnWave of $ 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 up-to four non-refundable deposits for the Second EnWave Machine in the amount of fifty thousand dollars ($ 50,000 50,000 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Changes in Stockholders_ Equity
Changes in Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Changes in Stockholders’ Equity | Note 15 – Changes in Stockholders’ Equity Preferred Stock The Company has authorized 8,000,000 0.001 Common Stock The Company has authorized 80,000,000 0.001 6,009,671 Each holder of common stock is entitled to one vote for each share of common stock held Common Stock Sale On June 26, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Alexander Capital, L.P. as the Representative of the underwriters named therein (the “Representative” and such other Underwriters, the “Underwriters”), relating to the issuance and sale by the Company to the Underwriters (the “Public Offering”) of 1,750,000 Shares (the “Shares”) of common stock at a price to the public of $ 0.80 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Representative was granted an option (the “Over-Allotment Option”), for a period of 45 days, to purchase from the Company up to 262,500 additional shares of Common Stock, at the same price per share, to cover over-allotments, if any. Pursuant to the Underwriting Agreement, the Company agreed to an 8.0 The Offering closed on June 28, 2024. The Company received net proceeds from the Offering of $ 1,000,925 Common Stock Issued for Services On June 1, 2024, the Company issued 6,383 9,819 the closing traded price of the common stock on the date of grant On May 1, 2024, the Company issued 4,766 11,438 the closing traded price of the common stock on the date of grant On April 22, 2024, the Company issued 99,688 109,657 the closing traded price of the common stock on the date of grant On April 1, 2024, the Company issued 4,988 9,577 the closing traded price of the common stock on the date of grant On February 19, 2024, the Company issued 16,836 44,278 the closing traded price of the common stock on the date of grant On January 26, 2024, the Company issued 60,258 69,297 the closing traded price of the common stock on the date of grant On January 5, 2024, the Company retained PCG to provide strategic advisory and investor relations services pursuant to an Advisory Agreement under which the Company agreed to issue PCG an aggregate 22,500 36,019 the closing traded price of the common stock on the dates of grant BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Common Stock Options
Common Stock Options | 6 Months Ended |
Jun. 30, 2024 | |
Common Stock Options | |
Common Stock Options | Note 16 – Common Stock Options Stock Incentive Plan Our board of directors and shareholders adopted the 2022 Equity Plan on January 1, 2022. The 2022 Equity 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 1,009,000 593,470 2.39 9 Common Stock Options Issued for Services On May 1, 2024, the Company granted options to purchase 30,000 2.40 10 41 1.1806 35,419 1,968 33,451 On February 22, 2024, the Company granted options to purchase an aggregate 315,000 1.92 10 140,000 75,000 41 0.8581 270,296 On February 22, 2024, the Company also granted options to purchase an aggregate 79,166 1.92 10 41 1.1407 90,306 |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Common Stock Warrants | |
Common Stock Warrants | Note 17 – Common Stock Warrants Warrants to purchase a total of 1,096,626 4.01 7.75 On June 28, 2024, pursuant to the Underwriting Agreement, the Company executed and delivered to the Representative a Common Stock Purchase Warrant (the “Representative’s Warrant”) to purchase up to 100,625 0.96 Warrants Issued Pursuant to Debt Offering On various dates from January 9, 2024 through May 22, 2024 , 518,750 2.00 1,675,000 40 0.1560 80,908 20,450 60,458 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18 - Income Taxes The Company incurred a net operating loss for the six months ended June 30, 2024, 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 June 30, 2024, the Company had approximately $ 9.2 The effective income tax rate for the six months ended June 30, 2024 and 2023, 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 June 30, 2024 and December 31, 2023. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued , noting no reportable event, except as follows: Common Stock Sales On July 19, 2024, the Underwriters exercised their Over-Allotment Option to purchase 222,500 0.80 163,760 14,240 Unit Offering Sale of Common Stock and Warrants On July 15, 2024, the Company entered into Subscription Agreements (the “Subscription Agreements”) with three related parties, consisting of Eric Healy, the Company’s Chief Executive Officer; an affiliate of John Dalfonsi, the Company’s Chief Financial Officer; and the Company’s President, pursuant to which such investors agreed to purchase $ 525,000 100 125 ten years 1.00 75.82 560,538 700,672 BRANCHOUT FOOD INC. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (Unaudited) Convertible Note Financing On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) a 12 3,400,000 0.001 0.7582 1,000,000 1.00 500,000 1.50 2,000,000 On July 24, 2024, the Company issued the Purchased Securities to the Investor in consideration of the Investor making the Initial Loan to the Company. The Convertible Note matures on the earlier of (i) December 31, 2025 5,000,000 12 The Company’s obligations under the Convertible Note are secured by a lien granted to the Investor on substantially all of the Company’s assets pursuant to a Security Agreement entered between the Company and the Investor (the “Security Agreement”). In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature. Amendment of Senior Notes and Warrants In connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $ 2.00 1.00 the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 contract manufacturers based in South America and North America that produce dehydrated fruit and vegetable products for us using a new proprietary dehydration technology that the Company licenses from a third party |
Basis of Accounting | Basis of Accounting The accompanying unaudited condensed consolidated 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. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2024: Name of Entity Jurisdiction Relationship BranchOut Food Inc. (1) Nevada, U.S. Parent BranchOut Food Sucursal Peru (2) Peru Subsidiary (1) Holding company in the form of a corporation. (2) Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon. |
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 consolidated financial statements, as of June 30, 2024, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $ 14,804,062 1,302,986 |
Nasdaq Delisting Notice | Nasdaq Delisting Notice On April 11, 2024, we received a letter from The Nasdaq Stock Market stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because our stockholders’ equity of $ 2,210,476 2,500,000 |
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 |
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 $ 250,000 686,055 407,789 |
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 June 30, 2024 and December 31, 2023: Schedule of Inventory June 30, December 31, 2024 2023 Raw materials $ 23,436 $ 13,734 Finished goods 250,547 323,071 Total inventory 273,983 336,805 The Company had prepaid inventory advances on product in the amount of $ 866,244 70 30 |
Property and Equipment | Property and Equipment Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Schedule of Estimated Useful Lives Office equipment 3 Furniture and fixtures 5 Equipment and machinery 5 Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company expenses internally developed trademarks. |
License Agreement | License Agreement The Company is party to a license agreement under which it is licensed 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 14, below. |
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 six months ended June 2024 and 2023: Schedule of Revenue For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenue $ 1,451,828 $ 341,414 $ 2,922,664 $ 451,993 Less: slotting, discounts, and allowances 88,842 (1,651 ) 92,662 11,588 Net revenue $ 1,362,986 $ 343,065 $ 2,830,002 $ 440,405 |
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 $ 98,204 62,360 |
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 $ 684,220 68,492 |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Schedule of Inventory June 30, December 31, 2024 2023 Raw materials $ 23,436 $ 13,734 Finished goods 250,547 323,071 Total inventory 273,983 336,805 |
Schedule of Estimated Useful Lives | Schedule of Estimated Useful Lives Office equipment 3 Furniture and fixtures 5 Equipment and machinery 5 |
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 six months ended June 2024 and 2023: Schedule of Revenue For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Revenue $ 1,451,828 $ 341,414 $ 2,922,664 $ 451,993 Less: slotting, discounts, and allowances 88,842 (1,651 ) 92,662 11,588 Net revenue $ 1,362,986 $ 343,065 $ 2,830,002 $ 440,405 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023: Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis Fair Value Measurements at June 30, 2024 Level 1 Level 2 Level 3 Assets Cash $ 936,061 $ - $ - Right-of-use-asset - - 2,041,084 Notes receivable - 374,728 - Total assets 936,061 374,728 2,041,084 Liabilities Notes payable - 34,500 - Notes payable, related parties, net of $ 247,530 - 1,427,470 - Lease liabilities - - 2,058,386 Total liabilities - 1,957,030 2,058,386 Total assets and liabilities 936,061 (1,582,302 ) (17,302 ) Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Assets Cash $ 657,789 $ - $ - Right-of-use-asset - - 147,228 Notes receivable - 384,628 - Total assets 657,789 384,628 147,228 Liabilities Notes payable - 235,000 - Lease liability - - 131,930 Total liabilities - 235,000 131,930 Total assets and liabilities 657,789 149,628 15,298 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of June 30, 2024 and December 31, 2023: Schedule of Other Current Assets June 30, December 31, 2024 2023 Prepaid insurance costs $ 1,143 $ 2,403 Prepaid advertising and trade show fees 58,231 20,106 Prepaid professional fees & license fees 35,563 6,056 Interest receivable 25,189 19,535 Total other current assets $ 120,126 $ 48,100 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of June 30, 2024 and December 31, 2023 consisted of the following: Schedule of Property and Equipment June 30, December 31, 2024 2023 Equipment and machinery $ 1,809,665 $ 1,233,334 Less: Accumulated depreciation (431,006 ) (318,335 ) Total property and equipment, net $ 1,378,659 $ 914,999 |
Notes Receivable (Tables)
Notes Receivable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following as of June 30, 2024 and December 31, 2023, respectively: Schedule of Accrued Expenses June 30, December 31, 2024 2023 Accrued payroll and taxes $ 44,843 $ 43,376 Accrued interest 2,100 2,577 Accrued chargebacks 26,967 119,291 Total accrued expenses $ 73,910 $ 165,244 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following as of June 30, 2024 and December 31, 2023: Schedule of Notes Payable June 30, December 31, 2024 2023 Total notes payable $ 34,500 $ 234,500 Less: current maturities - 200,000 Notes payable, less current maturities $ 34,500 $ 34,500 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable Related Parties | |
Schedule of Recognized Interest Expense | The Company recognized aggregate interest expense for the six months ended June 30, 2024 and 2023 respectively, as follows: Schedule of Recognized Interest Expense June 30, June 30, 2024 2023 Interest on convertible notes payable, related parties $ - $ 3,696 Interest on convertible notes payable - 138,316 Interest on notes payable 903 195,620 Interest on notes payable, related parties 54,630 - Interest on notes payable 54,630 - Amortization of debt discounts on related party notes 71,718 - Amortization of debt discounts on related party notes, warrants 20,450 46,090 Amortization of debt discounts 20,450 46,090 Interest on revolving line of credit - 7,786 Finance charge on letter of credit - 2,082 Interest on credit cards - 2,406 Total interest expense $ 147,701 $ 395,996 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Schedule of Components of Lease Expenses | The components of lease expense were as follows: Schedule of Components of Lease Expenses 2024 2023 For the Six Months Ended June 30, 2024 2023 Operating lease cost: Amortization of right-of-use asset $ 32,389 $ - Interest on lease liability 14,124 - Total operating lease cost 46,513 - Finance lease cost: Amortization of right-of-use asset $ 17,114 $ - Interest on lease liability 6,915 - Total finance lease cost 24,029 - Total finance lease cost $ 70,542 $ - |
Schedule of Supplemental Information Related to Leases | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Information Related to Leases June 30, December 31, 2024 2023 Operating lease: Operating lease assets $ 1,910,969 $ - Current portion of operating lease liability $ 11,547 - Noncurrent operating lease liability 1,929,936 - Total operating lease liability $ 1,941,483 $ - Finance lease: Finance lease assets $ 130,115 $ 147,228 Current portion of finance lease liability $ 32,640 30,901 Noncurrent finance lease liability 84,263 101,029 Total finance lease liability $ 116,903 $ 131,930 Weighted average remaining lease term: Operating lease 9.83 - Finance lease 2.89 3.35 Weighted average discount rate: Operating lease 4.45 % - Finance lease 11.00 % 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 2024 2023 For the Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 1,875 $ - Finance cash flows used for finance leases $ 15,027 $ - - Leased assets obtained in exchange for lease liabilities: - Total operating lease liabilities $ 1,943,358 $ - Total finance lease liabilities $ 168,320 $ - |
Schedule of Future Minimum Operating Lease Payments | The future minimum lease payments due under operating leases as of June 30, 2024 is as follows: Schedule of Future Minimum Operating Lease Payments Year Ending Minimum Lease December 31, Commitments 2024 (for the six months remaining) $ 48,000 2025 96,000 2026 192,000 2027 256,000 2028 280,000 Thereafter 1,596,000 Total minimum lease payments 2,468,000 Less effects of discounting 526,517 Lease liability recognized 1,941,483 Less current portion 11,547 Long-term operating lease liability $ 1,929,936 |
Schedule of Future Minimum Lease Payments | The future minimum lease payments due under finance leases as of June 30, 2024 is as follows: Schedule of Future Minimum Lease Payments Year Ending Minimum Lease December 31, Commitments 2024 (for the six months remaining) $ 21,943 2025 43,886 2026 43,886 2027 29,258 Total minimum lease payments 138,973 Less effects of discounting 22,070 Lease liability recognized 116,903 Less current portion 32,640 Long-term finance lease liability $ 84,263 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Raw materials | $ 23,436 | $ 13,734 |
Finished goods | 250,547 | 323,071 |
Total inventory | $ 273,983 | $ 336,805 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives (Details) | Jun. 30, 2024 |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Schedule of Revenue (Details)
Schedule of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accounting Policies [Abstract] | ||||
Revenue | $ 1,451,828 | $ 341,414 | $ 2,922,664 | $ 451,993 |
Less: slotting, discounts, and allowances | 88,842 | (1,651) | 92,662 | 11,588 |
Net revenue | $ 1,362,986 | $ 343,065 | $ 2,830,002 | $ 440,405 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Accumulated deficit | $ 14,804,062 | $ 12,810,541 | ||||
Working capital | 1,302,986 | |||||
Stockholders' equity | 1,983,066 | $ 4,195,501 | $ 1,694,348 | 2,210,476 | $ (5,866,375) | $ (5,139,728) |
Cash equivalents | 0 | 0 | ||||
FDIC insured amount | 250,000 | |||||
Cash uninsured amount | 686,055 | 407,789 | ||||
Allowance for doubtful accounts | 0 | 0 | ||||
Prepaid inventory advances | $ 866,244 | |||||
Advances of estimated finish product costs percentage | 70% | |||||
Advances of remaining finish product costs percentage | 30% | |||||
Advertising expense | $ 98,204 | 62,360 | ||||
Stock-based compensation | $ 684,220 | $ 68,492 | ||||
Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Stockholders' equity | $ 2,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 4 Months Ended | ||||||
Jun. 30, 2024 | May 22, 2024 | Feb. 22, 2024 | May 22, 2024 | Jun. 28, 2024 | Apr. 16, 2024 | Jan. 10, 2024 | |
Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of options granted | 140,000 | ||||||
Chief Financial Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of options granted | 75,000 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Exercisable term | 10 years | ||||||
Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants to purchase shares | 1,096,626 | 518,750 | 518,750 | 100,625 | |||
Warrant exercisable price per share | $ 4.01 | $ 2 | $ 2 | ||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of options granted | 140,000 | ||||||
Exercise price | $ 1.92 | ||||||
Exercisable term | 10 years | ||||||
Common Stock [Member] | Chief Financial Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of options granted | 75,000 | ||||||
Exercise price | $ 1.92 | ||||||
Exercisable term | 10 years | ||||||
Common Stock [Member] | Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of options granted | 79,166 | ||||||
Exercise price | $ 1.92 | ||||||
Exercisable term | 10 years | ||||||
Subscription Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of senior notes and warrants | $ 1,050,000 | $ 1,675,000 | |||||
Cash fee paid | $ 177,500 | ||||||
Legal fees | $ 35,000 | ||||||
Maturity date | Dec. 31, 2025 | ||||||
Interest rate | 15% | 15% | |||||
Subscription Agreement [Member] | Eagle Vision Fund LP [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Cash fee paid | $ 177,500 | $ 177,500 | |||||
Legal fees | $ 35,000 | ||||||
Subscription Agreement [Member] | Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants to purchase shares | 518,750 | 262,500 | 262,500 | ||||
Warrant exercisable term | 10 years | ||||||
Warrant exercisable price per share | $ 1 | $ 1 | $ 2 | ||||
Subscription Agreement [Member] | Warrant [Member] | Senior Secured Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants to purchase shares | 518,750 | 518,750 | |||||
Subscription Agreement [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants to purchase shares | 100,000 |
Formation of Subsidiary (Detail
Formation of Subsidiary (Details Narrative) - Peru Facility Lease [Member] | May 10, 2024 ft² |
Lessee, Lease, Description [Line Items] | |
Lease term | 10 years |
Area of lease land | 50,000 |
Schedule of Valuation of Financ
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Right-of-use-asset | $ 1,910,969 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | 936,061 | 657,789 |
Right-of-use-asset | ||
Notes receivable | ||
Total assets | 936,061 | 657,789 |
Liabilities | ||
Notes payable | ||
Lease liability | ||
Total liabilities | ||
Total assets and liabilities | 936,061 | 657,789 |
Fair Value, Inputs, Level 1 [Member] | Nonrelated Party [Member] | ||
Liabilities | ||
Notes payable | ||
Fair Value, Inputs, Level 1 [Member] | Related Party [Member] | ||
Liabilities | ||
Notes payable | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | ||
Right-of-use-asset | ||
Notes receivable | 374,728 | 384,628 |
Total assets | 374,728 | 384,628 |
Liabilities | ||
Notes payable | 235,000 | |
Lease liability | ||
Total liabilities | 1,957,030 | 235,000 |
Total assets and liabilities | (1,582,302) | 149,628 |
Fair Value, Inputs, Level 2 [Member] | Nonrelated Party [Member] | ||
Liabilities | ||
Notes payable | 34,500 | |
Fair Value, Inputs, Level 2 [Member] | Related Party [Member] | ||
Liabilities | ||
Notes payable | 1,427,470 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash | ||
Right-of-use-asset | 2,041,084 | 147,228 |
Notes receivable | ||
Total assets | 2,041,084 | 147,228 |
Liabilities | ||
Notes payable | ||
Lease liability | 2,058,386 | 131,930 |
Total liabilities | 2,058,386 | 131,930 |
Total assets and liabilities | (17,302) | $ 15,298 |
Fair Value, Inputs, Level 3 [Member] | Nonrelated Party [Member] | ||
Liabilities | ||
Notes payable | ||
Fair Value, Inputs, Level 3 [Member] | Related Party [Member] | ||
Liabilities | ||
Notes payable |
Schedule of Valuation of Fina_2
Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) (Parenthetical) | Jun. 30, 2024 USD ($) |
Fair Value Disclosures [Abstract] | |
Debt discount | $ 247,530 |
Major Customers and Accounts _2
Major Customers and Accounts Receivable (Details Narrative) - Customer Concentration Risk [Member] | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue Benchmark [Member] | Certain Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | |
Revenue Benchmark [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 99% | |
Revenue Benchmark [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 78% | |
Accounts Receivable [Member] | Certain Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10% | |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 91% | |
Accounts Receivable [Member] | Two Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 74% |
Schedule of Other Current Asset
Schedule of Other Current Assets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance costs | $ 1,143 | $ 2,403 |
Prepaid advertising and trade show fees | 58,231 | 20,106 |
Prepaid professional fees & license fees | 35,563 | 6,056 |
Interest receivable | 25,189 | 19,535 |
Total other current assets | $ 120,126 | $ 48,100 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Equipment and machinery | $ 1,809,665 | $ 1,233,334 |
Less: Accumulated depreciation | (431,006) | (318,335) |
Total property and equipment, net | $ 1,378,659 | $ 914,999 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 112,671 | $ 111,581 |
Other Asset (Details Narrative)
Other Asset (Details Narrative) - Peru Facility Lease [Member] - USD ($) | May 10, 2024 | Aug. 10, 2024 |
Lessee, Lease, Description [Line Items] | ||
Payments for purchase of mortgage receivable | $ 275,000 | |
Mortgage receivable | 1,267,000 | |
Pruchase price of mortgage receivable | $ 1,267,000 | |
Subsequent Event [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Mortgage receivable | $ 992,000 |
Summary of Nanuva_s Exclusive D
Summary of Nanuva’s Exclusive Distributor in Territories (Details) | Jun. 30, 2024 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 ($) | 6 Months Ended | |||
Mar. 24, 2021 | Jun. 30, 2024 | Dec. 31, 2023 | Feb. 04, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Amount loaned as per agreement | $ 500,000 | |||
Interest rate | 3% | |||
Amount repaid as a reduction of inventory costs | $ 131,594 | |||
Principal amount | 115,372 | |||
Interest amount | 16,222 | |||
Payment in cash | $ 15,000 | |||
Note receivable due | 399,917 | $ 404,163 | ||
Note principal amount receivable | 374,728 | 384,628 | ||
Note interest amount receivable | $ 25,189 | $ 19,535 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll and taxes | $ 44,843 | $ 43,376 |
Accrued interest | 2,100 | 2,577 |
Accrued chargebacks | 26,967 | 119,291 |
Total accrued expenses | $ 73,910 | $ 165,244 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - EIDL Loan [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 34,500 | $ 234,500 |
Less: current maturities | 200,000 | |
Notes payable, less current maturities | $ 34,500 | $ 34,500 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 6 Months Ended | ||||
Mar. 15, 2023 | May 17, 2020 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Promissory note issued | $ 370,000 | ||||
Interest expense | 903 | $ 195,620 | |||
EIDL Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Promissory note issued | $ 34,500 | ||||
Interest rate | 3.75% | ||||
Principal and interest payment | $ 169 | ||||
Notes payable | $ 34,500 | $ 34,500 | |||
Loan Agreement [Member] | Hinman Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Promissory note issued | $ 200,000 | ||||
Interest rate | 18% | ||||
Monthly default rate | 1.50% | ||||
Maturity date | Jan. 10, 2024 |
Schedule of Recognized Interest
Schedule of Recognized Interest Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Interest on convertible notes payable | $ 138,316 | |
Interest on notes payable | 903 | 195,620 |
Amortization of debt discounts | 339,698 | |
Interest on revolving line of credit | 7,786 | |
Finance charge on letter of credit | 2,082 | |
Interest on credit cards | 2,406 | |
Total interest expense | 147,701 | 395,996 |
Warrant [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Amortization of debt discounts | 20,450 | |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Interest on convertible notes payable | 3,696 | |
Interest on notes payable | 54,630 | |
Amortization of debt discounts | 71,718 | |
Related Party [Member] | Warrant [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Amortization of debt discounts | $ 20,450 | $ 46,090 |
Notes Payable, Related Partie_2
Notes Payable, Related Parties (Details Narrative) - USD ($) | 4 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2024 | May 22, 2024 | Apr. 16, 2024 | Jan. 10, 2024 | May 22, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 28, 2024 | Jan. 09, 2024 | |
Payment to Eagle vision fund pursuant to first amendment | $ 80,000 | ||||||||
Debt discounts | $ 339,698 | ||||||||
Relative fair value of warrants issued as a debt discount | 80,908 | $ 46,090 | |||||||
Amortization of debt discounts | 92,168 | 46,090 | |||||||
Debt instrument, unamortized discount | $ 247,530 | 247,530 | |||||||
Interest expense | 903 | 195,620 | |||||||
Stated interest expense | 903 | 195,620 | |||||||
Related Party [Member] | |||||||||
Debt discounts | 71,718 | ||||||||
Amortization of debt discounts | 71,718 | ||||||||
Interest expense | 146,798 | ||||||||
Stated interest expense | $ 54,630 | ||||||||
Warrant [Member] | |||||||||
Purchase of warrant | 1,096,626 | 518,750 | 518,750 | 1,096,626 | 100,625 | ||||
Warrant exercisable exercise price | $ 4.01 | $ 2 | $ 2 | $ 4.01 | |||||
Debt discounts | $ 20,450 | ||||||||
Warrant [Member] | Related Party [Member] | |||||||||
Debt discounts | 20,450 | $ 46,090 | |||||||
Amortization of debt discounts | 20,450 | ||||||||
Warrant [Member] | Senior Secured Promissory Notes [Member] | |||||||||
Principal amount | $ 1,675,000 | $ 1,675,000 | |||||||
Subscription Agreement [Member] | |||||||||
Proceeds from sale of senior notes and warrants | $ 1,050,000 | $ 1,675,000 | |||||||
Interest rate per annum | 15% | 15% | |||||||
Sale of senior secured promissory notes | $ 225,000 | $ 400,000 | |||||||
Cash fee | $ 177,500 | 177,500 | |||||||
Legal fees | 35,000 | ||||||||
Subscription Agreement [Member] | Senior Secured Promissory Notes [Member] | |||||||||
Principal amount | $ 1,675,000 | $ 1,675,000 | |||||||
Subscription Agreement [Member] | Minimum [Member] | |||||||||
Purchase of warrant | 100,000 | ||||||||
Proceeds from Secured Notes Payable | $ 400,000 | ||||||||
Subscription Agreement [Member] | Maximum [Member] | |||||||||
Purchase of warrant | 600,000 | ||||||||
Proceeds from Secured Notes Payable | $ 2,000,000 | ||||||||
Subscription Agreement [Member] | Warrant [Member] | |||||||||
Purchase of warrant | 518,750 | 262,500 | 262,500 | 518,750 | |||||
Warrant exercisable expected term | 10 years | ||||||||
Warrant exercisable exercise price | $ 1 | $ 2 | $ 1 | ||||||
Shares issued | 56,250 | 100,000 | |||||||
Payments for Repurchase of Warrants | $ 46,290 | ||||||||
Subscription Agreement [Member] | Common Stock [Member] | |||||||||
Purchase of warrant | 100,000 |
Schedule of Components of Lease
Schedule of Components of Lease Expenses (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||
Amortization of right-of-use asset | $ 32,389 | |
Interest on lease liability | 14,124 | |
Total operating lease cost | 46,513 | |
Amortization of right-of-use asset | 17,114 | |
Interest on lease liability | 6,915 | |
Total finance lease cost | 24,029 | |
Total finance lease cost | $ 70,542 |
Schedule of Supplemental Inform
Schedule of Supplemental Information Related to Leases (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
Operating lease assets | $ 1,910,969 | |
Current portion of operating lease liability | 11,547 | |
Noncurrent operating lease liability | 1,929,936 | |
Total operating lease liability | 1,941,483 | |
Finance lease assets | 130,115 | 147,228 |
Current portion of finance lease liability | 32,640 | 30,901 |
Noncurrent finance lease liability | 84,263 | 101,029 |
Total finance lease liability | $ 116,903 | $ 131,930 |
Operating lease, weighted average remaining lease term | 9 years 9 months 29 days | |
Finance lease, weighted average remaining lease term | 2 years 10 months 20 days | 3 years 4 months 6 days |
Operating lease, weighted average discount rate, percent | 4.45% | |
Finance lease, weighted average discount rate, percent | 11% | 11% |
Schedule of Supplemental Cash a
Schedule of Supplemental Cash and Other Information Related to Finance Leases (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||
Operating cash flows used for operating leases | $ 1,875 | |
Finance cash flows used for finance leases | 15,027 | |
Total operating lease liabilities | 1,943,358 | |
Total finance lease liabilities | $ 168,320 |
Schedule of Future Minimum Oper
Schedule of Future Minimum Operating Lease Payments (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases | ||
2024 (for the six months remaining) | $ 48,000 | |
2025 | 96,000 | |
2026 | 192,000 | |
2027 | 256,000 | |
2028 | 280,000 | |
Thereafter | 1,596,000 | |
Total minimum lease payments | 2,468,000 | |
Less effects of discounting | 526,517 | |
Lease liability recognized | 1,941,483 | |
Less current portion | 11,547 | |
Long-term operating lease liability | $ 1,929,936 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 01, 2023 |
Leases | |||
2024 (for the six months remaining) | $ 21,943 | ||
2025 | 43,886 | ||
2026 | 43,886 | ||
2027 | 29,258 | ||
Total minimum lease payments | 138,973 | $ 3,657 | |
Less effects of discounting | 22,070 | ||
Lease liability recognized | 116,903 | $ 131,930 | |
Less current portion | 32,640 | $ 30,901 | |
Long-term finance lease liability | $ 84,263 |
Leases (Details Narrative)
Leases (Details Narrative) | 6 Months Ended | |||
Aug. 10, 2024 USD ($) | May 10, 2024 USD ($) ft² | Jun. 30, 2024 USD ($) $ / shares | Jun. 01, 2023 USD ($) | |
Lease cost | $ 168,141 | |||
Share price | $ / shares | $ 1 | |||
Maturity date | Aug. 31, 2027 | |||
Finance lease liability | $ 138,973 | $ 3,657 | ||
Machinery and Equipment [Member] | Peru Facility [Member] | ||||
Renewal Option of the lease | 10 years | |||
Peru Facility Lease [Member] | ||||
Area of land | ft² | 50,000 | |||
Purchase the Peru Facility | $ 1,865,456 | |||
Mortgage receivable | 1,267,000 | |||
Pruchase price of mortgage receivable | 1,267,000 | |||
Payments of mortgage receivable | 275,000 | |||
Peru Facility Lease [Member] | First Two Years [Member] | ||||
Lease payments | 8,000 | |||
Peru Facility Lease [Member] | Thrid Year [Member] | ||||
Lease payments | 20,000 | |||
Peru Facility Lease [Member] | Fourth Year [Member] | ||||
Lease payments | 22,000 | |||
Peru Facility Lease [Member] | Fourth Year [Member] | ||||
Lease payments | 24,000 | |||
Peru Facility Lease [Member] | Thereafter [Member] | ||||
Lease payments | $ 25,000 | |||
Peru Facility Lease [Member] | Forecast [Member] | ||||
Payments of mortgage receivable | $ 992,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 6 Months Ended | |||||||
May 10, 2024 USD ($) ft² | Jun. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Mar. 08, 2024 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 27, 2023 USD ($) | Jun. 01, 2023 USD ($) | |
Product Liability Contingency [Line Items] | ||||||||
Finance lease liability | $ 138,973 | $ 3,657 | ||||||
Maturity date | Aug. 31, 2027 | |||||||
Royalty payment | $ 250,000 | |||||||
Deposits | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | $ 50,000 | ||
Machinery and Equipment [Member] | Peru Facility [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease carries, term | 10 years | |||||||
Renewal Option of the lease | 10 years | |||||||
Peru Facility Lease [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 50,000 | |||||||
Purchase the Peru Facility | $ 1,865,456 | |||||||
Peru Facility Lease [Member] | First Two Years [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease payments | 8,000 | |||||||
Peru Facility Lease [Member] | Thrid Year [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease payments | 20,000 | |||||||
Peru Facility Lease [Member] | Fourth Year [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease payments | 22,000 | |||||||
Peru Facility Lease [Member] | Fourth Year [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease payments | 24,000 | |||||||
Peru Facility Lease [Member] | Thereafter [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Lease payments | $ 25,000 |
Changes in Stockholders_ Equi_2
Changes in Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||
Jun. 28, 2024 | Jun. 26, 2024 | Jun. 01, 2024 | May 01, 2024 | Apr. 22, 2024 | Apr. 01, 2024 | Feb. 19, 2024 | Jan. 26, 2024 | Jan. 05, 2024 | Feb. 29, 2024 | Jan. 31, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
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 | 6,009,671 | 6,009,671 | 4,044,252 | |||||||||||||
Purchase of stock issuance | $ 399,075 | $ 740,290 | ||||||||||||||
Underwriting Discount | 8% | |||||||||||||||
Sale of common stock | $ 1,000,925 | |||||||||||||||
Stock issued during period, value, issued for services | $ 140,491 | $ 290,085 | ||||||||||||||
PCG Advisory Inc [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period, shares, issued for services | 22,500 | 22,500 | 22,500 | |||||||||||||
Stock issued during period, value, issued for services | $ 36,019 | |||||||||||||||
2022 Equity Plan [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Stock issued during period, shares, issued for services | 6,383 | 4,766 | 99,688 | 4,988 | 16,836 | 60,258 | ||||||||||
Stock issued during period, value, issued for services | $ 9,819 | $ 11,438 | $ 109,657 | $ 9,577 | $ 44,278 | $ 69,297 | ||||||||||
Common Stock [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Common stock shares authorized | Each holder of common stock is entitled to one vote for each share of common stock held | |||||||||||||||
Stock issued during period, shares, issued for services | 138,325 | 215,419 | ||||||||||||||
Stock issued during period, value, issued for services | $ 139 | $ 216 | ||||||||||||||
Common Stock [Member] | IPO [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Issuance and sales, shares | 1,750,000 | |||||||||||||||
Sale of stock | $ 0.80 | |||||||||||||||
Common Stock [Member] | Over-Allotment Option [Member] | ||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||||
Purchase of stock issuance | $ 262,500 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
May 01, 2024 | Feb. 22, 2024 | Sep. 19, 2022 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 15, 2023 | |
Share price per share | $ 1 | $ 1 | |||||
Stock option issued for services | $ 140,491 | $ 290,085 | |||||
Stock-based compensation | 684,220 | $ 68,492 | |||||
Six Employee [Member] | |||||||
Exercisable term | 10 years | ||||||
Stock issued for services, shares | 315,000 | ||||||
Exercise price | $ 1.92 | ||||||
Volatility rate | 41% | ||||||
Six Employee [Member] | Call Option [Member] | |||||||
Share price per share | $ 0.8581 | ||||||
Stock option issued for services | $ 270,296 | ||||||
Chief Executive Officer [Member] | |||||||
Number of shares granted | 140,000 | ||||||
Chief Financial Officer [Member] | |||||||
Number of shares granted | 75,000 | ||||||
Director [Member] | |||||||
Exercisable term | 10 years | ||||||
Stock issued for services, shares | 79,166 | ||||||
Exercise price | $ 1.92 | ||||||
Volatility rate | 41% | ||||||
Director [Member] | Call Option [Member] | |||||||
Share price per share | $ 1.1407 | ||||||
Stock option issued for services | $ 90,306 | ||||||
Common Stock [Member] | |||||||
Stock option issued for services | $ 139 | $ 216 | |||||
Stock issued for services, shares | 138,325 | 215,419 | |||||
Common Stock [Member] | Employee One [Member] | Call Option [Member] | |||||||
Share price per share | $ 1.1806 | ||||||
Stock option issued for services | $ 35,419 | ||||||
Common Stock [Member] | Chief Executive Officer [Member] | |||||||
Number of shares granted | 140,000 | ||||||
Exercisable term | 10 years | ||||||
Common Stock [Member] | Chief Financial Officer [Member] | |||||||
Number of shares granted | 75,000 | ||||||
Exercisable term | 10 years | ||||||
Common Stock [Member] | Director [Member] | |||||||
Number of shares granted | 79,166 | ||||||
Exercisable term | 10 years | ||||||
2022 Plan [Member] | |||||||
Number of shares reserved for issuance | 1,009,000 | 600,000 | |||||
Number of shares granted | 593,470 | ||||||
Weighted average exercise price | $ 2.39 | $ 2.39 | |||||
weighted average remaining life, term | 9 years | ||||||
2022 Plan [Member] | Common Stock [Member] | Employee One [Member] | |||||||
Fully vested options to purchase | 30,000 | ||||||
Share price per share | $ 2.40 | ||||||
Exercisable term | 10 years | ||||||
Volatility rate | 41% | ||||||
Stock-based compensation | $ 1,968 | ||||||
Unamortized expenses | $ 33,451 | $ 33,451 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | May 22, 2024 | |
Share price per share | $ 1 | $ 1 | ||
Common stock issued for services | $ 140,491 | $ 290,085 | ||
Finance expense | $ 339,698 | |||
Warrant [Member] | ||||
Purchase of warrant | 100,625 | 1,096,626 | 1,096,626 | 518,750 |
Warrant price per share | $ 4.01 | $ 4.01 | $ 2 | |
Weighted average remaining common stock of warrant | 7 years 9 months | |||
Warrant description | Underwriting Agreement, the Company executed and delivered to the Representative a Common Stock Purchase Warrant (the “Representative’s Warrant”) to purchase up to 100,625 shares of Common Stock, which may be exercised beginning on December 23, 2024 (the date that is 180 days following the commencement of sales of Common Stock in connection with the Offering (the “Commencement Date”)) until June 26, 2029. The initial exercise price of the Representative’s Warrant is $0.96 per share, which is equal to 120% of the public offering price for the Shares, and the Representative may not effect the disposition of such warrant for a period of one hundred eighty (180) days following the Commencement Date. In addition, the Representative’s Warrant contains “piggy-back” registration rights with respect to the shares underlying such warrant, and limits the number of shares issuable upon its exercise to 4.99% / 9.99% of the outstanding shares of Common Stock, as applicable | |||
Share price per share | $ 0.96 | |||
Weighted average volatility interest rate | 40% | |||
Finance expense | $ 20,450 | |||
Unamortized expenses | $ 60,458 | $ 60,458 | ||
Warrant [Member] | Call Option [Member] | ||||
Share price per share | $ 0.1560 | $ 0.1560 | ||
Common stock issued for services | $ 80,908 | |||
Warrant [Member] | Senior Secured Promissory Notes [Member] | ||||
Principal amount | $ 1,675,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Effective income tax rate percentage | 21% | 21% |
Domestic Tax Jurisdiction [Member] | ||
Effective Income Tax Rate Reconciliation [Line Items] | ||
Operating loss carry forwards | $ 9.2 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 6 Months Ended | ||||||||
Jul. 24, 2024 | Jul. 19, 2024 | Jul. 15, 2024 | Jun. 28, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | May 22, 2024 | Apr. 16, 2024 | Jan. 10, 2024 | |
Subsequent Event [Line Items] | |||||||||
Net proceeds | $ 1,000,925 | ||||||||
Principal amount | $ 442,500 | ||||||||
Subscription Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate percentage | 15% | ||||||||
Subsequent Event [Member] | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt maturity date on earlier | Dec. 31, 2025 | ||||||||
Sale of debt securities | $ 5,000,000 | ||||||||
Bear interest percentage | 12% | ||||||||
Subsequent Event [Member] | Subscription Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Agreed to purchase value | $ 525,000 | ||||||||
Warrant exercise price, increase | $ 2 | ||||||||
Warrant exercise price, decrease | $ 1 | ||||||||
Warrant term description | the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | $1.00 Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares | 1,000,000 | ||||||||
Warrant exercisable price per share | $ 1 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | $1.50 Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares | 500,000 | ||||||||
Warrant exercisable price per share | $ 1.50 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Senior Secured Convertible Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate percentage | 12% | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Debt [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Principal amount | $ 3,400,000 | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Initial Loan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Principal amount | $ 2,000,000 | ||||||||
Common Stock [Member] | Subscription Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares | 100,000 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | President [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares of common stock | 560,538 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | Subscription Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares of common stock | 100 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock price per share | $ 0.7582 | ||||||||
Shares issued price per share | $ 0.001 | ||||||||
Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares | 100,625 | 1,096,626 | 518,750 | ||||||
Warrant exercisable price per share | $ 4.01 | $ 2 | |||||||
Warrant [Member] | Subscription Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares | 518,750 | 262,500 | |||||||
Warrant exercisable price per share | $ 1 | $ 2 | |||||||
Warrant [Member] | Subsequent Event [Member] | President [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares | 700,672 | ||||||||
Warrant [Member] | Subsequent Event [Member] | Subscription Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase shares | 125 | ||||||||
Warrants term | 10 years | ||||||||
Warrant exercisable price per share | $ 1 | ||||||||
Warrant exercise price, increase | $ 75.82 | ||||||||
Over-Allotment Option [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares of common stock | 222,500 | ||||||||
Stock price per share | $ 0.80 | ||||||||
Net proceeds | $ 163,760 | ||||||||
Underwriting commissions | $ 14,240 |