Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-32146 | |
Entity Registrant Name | DSS, INC. | |
Entity Central Index Key | 0000771999 | |
Entity Tax Identification Number | 16-1229730 | |
Entity Incorporation, State or Country Code | NY | |
Entity Address, Address Line One | 275 Wiregrass Pkwy | |
Entity Address, City or Town | West Henrietta | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14586 | |
City Area Code | (585) | |
Local Phone Number | 325-3610 | |
Title of 12(b) Security | Common Stock, $0.02 par value per share | |
Trading Symbol | DSS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 140,264,250 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 13,732,000 | $ 19,290,000 |
Accounts receivable, net | 6,995,000 | 7,564,000 |
Inventory | 7,262,000 | 7,721,000 |
Current portion of notes receivable | 11,422,000 | 11,719,000 |
Prepaid expenses and other current assets | 2,043,000 | 1,700,000 |
Total current assets | 41,454,000 | 47,994,000 |
Property, plant and equipment, net | 13,611,000 | 13,391,000 |
Investment in real estate, net | 54,511,000 | 55,029,000 |
Other investments | 1,562,000 | 1,534,000 |
Investment, equity method | 157,000 | 162,000 |
Marketable securities | 13,391,000 | 27,307,000 |
Notes receivable | 158,000 | 922,000 |
Other assets | 2,754,000 | 2,699,000 |
Right-of-use assets | 8,203,000 | 8,219,000 |
Goodwill | 60,919,000 | 60,919,000 |
Other intangible assets, net | 30,030,000 | 30,740,000 |
Total assets | 226,750,000 | 248,916,000 |
Current liabilities: | ||
Accounts payable | 5,095,000 | 5,914,000 |
Accrued expenses and deferred revenue | 9,461,000 | 19,341,000 |
Other current liabilities | 477,000 | 477,000 |
Current portion of lease liability | 800,000 | 796,000 |
Current portion of long-term debt, net | 48,773,000 | 47,161,000 |
Total current liabilities | 64,606,000 | 73,689,000 |
Long-term debt, net | 5,778,000 | 10,181,000 |
Long term lease liability | 7,773,000 | 7,820,000 |
Other long-term liabilities | 507,000 | 507,000 |
Deferred tax liability | 38,000 | 38,000 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Preferred stock, $.02 par value; 47,000 shares authorized, 0 shares issued and outstanding (0 on December 31, 2022); Liquidation value $1,000 per share, zero aggregate on December 31, 2022). | ||
Common stock, $.02 par value; 200,000,000 shares authorized, 139,017,172 shares issued and outstanding (139,017,172 on December 31, 2022) | 2,779,000 | 2,779,000 |
Additional paid-in capital | 317,126,000 | 317,126,000 |
Accumulated Deficit | (202,378,000) | (194,343,000) |
Total Stockholder’s Equity | 117,527,000 | 125,562,000 |
Non-controlling interest in subsidiaries | 30,521,000 | 31,119,000 |
Total stockholders’ equity | 148,048,000 | 156,681,000 |
Total liabilities and stockholders’ equity | $ 226,750,000 | $ 248,916,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.02 | $ 0.02 |
Preferred stock, shares authorized | 47,000 | 47,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, liquidation preference per share | $ 1,000 | |
Preferred stock, liquidation preference | $ 0 | |
Common stock, par value | $ 0.02 | $ 0.02 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 139,017,172 | 139,017,172 |
Common stock, shares outstanding | 139,017,172 | 139,017,172 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue: | ||
Total revenue | $ 11,926,000 | $ 12,304,000 |
Costs and expenses: | ||
Cost of revenue | 8,533,000 | 8,878,000 |
Selling, general and administrative (including stock-based compensation) | 8,973,000 | 10,745,000 |
Total costs and expenses | 17,506,000 | 19,623,000 |
Operating loss | (5,580,000) | (7,319,000) |
Other income (expense): | ||
Interest income | 130,000 | 156,000 |
Dividend Income | 4,000 | |
Other income (expense) | (65,000) | (1,703,000) |
Interest expense | (249,000) | (802,000) |
Loss on equity method investment | (4,000) | (112,000) |
Loss on investments | (2,869,000) | 424,000 |
Gain on sale of asset | 405,000 | |
Loss from operations before income taxes | (8,633,000) | (8,951,000) |
Income tax | ||
Net loss | (8,633,000) | (8,951,000) |
(Gain) loss from operations attributed to noncontrolling interest | 598,000 | 903,000 |
Net loss attributable to common stockholders | $ (8,035,000) | $ (8,048,000) |
Loss per common share: | ||
Basic | $ (0.06) | $ (0.10) |
Diluted | $ (0.06) | $ (0.10) |
Shares used in computing loss per common share: | ||
Basic | 139,017,172 | 84,626,847 |
Diluted | 139,017,172 | 84,626,847 |
Printed Products [Member] | ||
Revenue: | ||
Total revenue | $ 6,130,000 | $ 3,569,000 |
Rental Income [Member] | ||
Revenue: | ||
Total revenue | 1,685,000 | 1,663,000 |
Management Fee Income [Member] | ||
Revenue: | ||
Total revenue | 11,000 | |
Net Investment Income [Member] | ||
Revenue: | ||
Total revenue | 117,000 | 129,000 |
Direct Marketing [Member] | ||
Revenue: | ||
Total revenue | $ 3,994,000 | $ 6,932,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||
Net loss from continuing operations | $ (8,633,000) | $ (8,951,000) | |
Adjustments to reconcile net loss from continuing operations to net cash used by operating activities: | |||
Depreciation and amortization | 1,333,000 | 3,266,000 | |
Stock based compensation | 4,000 | ||
Loss on equity method investment | (112,000) | ||
Loss on investments | 2,869,000 | 424,000 | |
Change in ROU assets | 16,000 | ||
Change in ROU liabilities | (43,000) | ||
Impairment of notes receivable and other investments | 1,637,000 | ||
Decrease (increase) in assets: | |||
Accounts receivable | 608,000 | (430,000) | |
Inventory | 459,000 | 602,000 | |
Prepaid expenses and other current assets | (383,000) | 1,597,000 | |
Other assets | (55,000) | (68,000) | |
Increase (decrease) in liabilities: | |||
Accounts payable | (819,000) | 532,000 | |
Accrued expenses | (9,551,000) | (4,697,000) | |
Other liabilities | 126,000 | ||
Net cash used by operating activities | (14,199,000) | (6,070,000) | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (594,000) | (942,000) | |
Purchase of investment | (1,085,000) | ||
Purchase of marketable securities | (4,693,000) | ||
Sale of marketable securities | 11,330,000 | ||
Disposal of property, plant and equipment | 32,000 | 2,152,000 | |
Change in equity investment | 5,000 | ||
Payments received on notes receivable | 764,000 | ||
Issuance of new notes receivable, net origination fees | (791,000) | ||
Net cash provided (used) by investing activities | 11,537,000 | (5,359,000) | |
Cash flows from financing activities: | |||
Payments of long-term debt | (4,002,000) | (246,000) | |
Borrowings of long-term debt | 1,106,000 | 6,193,000 | |
Debt conversion to equity in subsidiary | 840,000 | ||
Issuances of common stock, net of issuance costs | 1,858,000 | ||
Net cash (used) provided by financing activities | (2,896,000) | 8,645,000 | |
Net decrease in cash | (5,558,000) | (2,784,000) | |
Cash and cash equivalents at beginning of period | 19,290,000 | 56,595,000 | $ 56,595,000 |
Cash and cash equivalents at end of period | $ 13,732,000 | $ 53,811,000 | $ 19,290,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1,594,000 | $ 294,686,000 | $ (132,384,000) | $ 163,896,000 | $ 36,407,000 | $ 200,304,000 | |
Beginning balance, shares at Dec. 31, 2021 | 79,746,000 | ||||||
Net loss | (8,048,000) | (8,048,000) | (903,000) | (8,951,000) | |||
Issuance of common stock, net of expenses | $ 98,000 | 1,760,000 | 1,858,000 | 1,858,000 | |||
Issuance of common stock, net of expenses, shares | 4,881,000 | ||||||
Conversion of debt to equity in subsidiary | 840,000 | 840,000 | |||||
Stock based payments | 4,000 | 4,000 | 4,000 | ||||
Stock based payments, shares | |||||||
Ending balance, value at Mar. 31, 2022 | $ 1,692,000 | 296,450,000 | (140,432,000) | 157,710,000 | 36,344,000 | 194,055,000 | |
Ending balance, shares at Mar. 31, 2022 | 84,627,000 | ||||||
Beginning balance, value at Dec. 31, 2022 | $ 2,779,000 | 317,126,000 | (194,343,000) | 125,562,000 | 31,119,000 | 156,681,000 | |
Beginning balance, shares at Dec. 31, 2022 | 139,017,000 | ||||||
Net loss | (8,035,000) | (8,035,000) | (598,000) | (8,633,000) | |||
Ending balance, value at Mar. 31, 2023 | $ 2,779,000 | $ 317,126,000 | $ (202,378,000) | $ 117,527,000 | $ 30,521,000 | $ 148,048,000 | |
Ending balance, shares at Mar. 31, 2023 | 139,017,000 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies The Company, incorporated in the state of New York in May 1984 has conducted business in the name of Document Security Systems, Inc. On September 16, 2021, the board of directors approved an agreement and plan of merger with a wholly owned subsidiary, DSS, Inc. (a New York corporation, incorporated in August 2020), for the sole purpose of effecting a name change from Document Security Systems, Inc. to DSS, Inc. This change became effective on September 30, 2021. DSS, Inc. maintained the same trading symbol “DSS” and updated its CUSIP number to 26253C 102. DSS, Inc. (together with its consolidated subsidiaries, referred to herein as “DSS,” “we,” “us,” “our” or the “Company”) currently operates nine (9) distinct business lines with operations and locations around the globe. These business lines are: (1) Product Packaging, (2) Biotechnology, (3) Direct Marketing, (4) Commercial Lending, (5) Securities and Investment Management, (6) Alternative Trading (7) Digital Transformation, (8) Secure Living, and (9) Alternative Energy. Each of these business lines are in different stages of development, growth, and income generation. Our divisions, their business lines, subsidiaries, and operating territories: (1) Our Product Packaging line is led by Premier Packaging Corporation, Inc. (“Premier”), a New York corporation. Premier operates in the paper board and fiber based folding carton, consumer product packaging, and document security printing markets. It markets, manufactures, and sells sophisticated custom folding cartons, mailers, photo sleeves and complex 3-dimensional direct mail solutions. Premier is currently located in its new facility in Rochester, NY, and primarily serves the US market. (2) The Biotechnology business line was created to invest in or acquire companies in the BioHealth and BioMedical fields, including businesses focused on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. This division is also targeting unmet, urgent medical needs, and is developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. (3) Direct Marketing, led by the holding corporation, Decentralized Sharing Systems, Inc. (“Decentralized”) provides services to assist companies in the emerging growth “Gig” business model of peer-to-peer decentralized sharing marketplaces. Direct specializes in marketing and distributing its products and services through its subsidiary and partner network, using the popular gig economic marketing strategy as a form of direct marketing. Direct Marketing’s products include, among other things, nutritional and personal care products sold throughout North America, Asia Pacific, Middle East, and Eastern Europe. (4) Our Commercial Lending business division, driven by American Pacific Bancorp (“APB”), is organized for the purposes of being a financial network holding company, focused on acquiring equity positions in (i) undervalued commercial bank(s), bank holding companies and nonbanking licensed financial companies operating in the United States, South East Asia, Taiwan, Japan and South Korea, and (ii) companies engaged in—nonbanking activities closely related to banking, including loan syndication services, mortgage banking, trust and escrow services, banking technology, loan servicing, equipment leasing, problem asset management, SPAC (special purpose acquisition company) consulting services, and advisory capital raising services. (5) Securities and Investment Management was established to develop and/or acquire assets in the securities trading or management arena, and to pursue, among other product and service lines, broker dealers, and mutual funds management. Also in this segment is the Company’s real estate investment trusts (“REIT”), organized for the purposes of acquiring hospitals and other acute or post-acute care centers from leading clinical operators with dominant market share in secondary and tertiary markets, and leasing each property to a single operator under a triple-net lease. the REIT was formed to originate, acquire, and lease a credit-centric portfolio of licensed medical real estate. (6) Alternative Trading was established to develop and/or acquire assets and investments in the securities trading and/or funds management arena. Alternative Trading, in partnership with recognized global leaders in alternative trading systems, intends to own and operate in the US a single or multiple vertical digital asset exchanges for securities, tokenized assets, utility tokens, and cryptocurrency via an alternative trading platform using blockchain technology. The scope of services within this section is planned to include asset issuance and allocation (securities and cryptocurrency), FPO, IPO, ITO, PPO, and UTO listings on a primary market(s), asset digitization/tokenization (securities, currency, and cryptocurrency), and the listing and trading of digital assets (securities and cryptocurrency) on a secondary market(s). (7) Digital Transformation was established to be a Preferred Technology Partner and Application Development Solution for mid cap brands in various industries including the direct selling and affiliate marketing sector. Digital improves marketing, communications and operations processes with custom software development and implementation. (8) The Secure Living division has developed a plan for fully sustainable, secure, connected, and healthy living communities with homes incorporating advanced technology, energy efficiency, and quality of life living environments both for new construction and renovations for single and multi-family residential housing. (9) The Alternative Energy group was established to help lead the Company’s future in the clean energy business that focuses on environmentally responsible and sustainable measures. Alset Energy, Inc, the holding company for this group, and its wholly owned subsidiary, Alset Solar, Inc., pursue utility-scale solar farms to serve US regional power grids and to provide underutilized properties with small microgrids for independent energy. On September 9, 2021, the Company finalized a stock purchase agreement (the “SPA”) with American Pacific Bancorp, Inc. (“APB”), which provided for an investment of $ 40,000,200 6,666,700 0.01 6.00 On September 13, 2021, the Company finalized a shareholder agreement between its subsidiary, DSS Financial Management, Inc. (“DFMI”) and HR1 Holdings Limited (“HR1”), a company incorporated in the British Virgin Islands, for the purpose of operating a vehicle for private and institutional investors seeking a highly liquid investment fund with attractive risk adjusted returns relative to market unpredictability and volatility. Under the terms of this agreement, 4000 shares or 40% of the Company’s subsidiary Liquid Asset Limited Management Limited (“LVAM”), a Hong Kong company was transferred to HR1 whereas at the conclusion of the transaction DFMI would own 60% of LVAM and HR1 would own 40%. LVAM executes within reliable platforms and broad market access and uses proprietary systems and algorithms to trade liquid exchange-traded funds (ETFs), stocks, futures or crypto. Aimed at providing consistent returns while offering the unique ability to liquidate the portfolio within 5 to 10 minutes under normal market conditions, LVAM provides an array of advanced tools and products enabling customers to explore multiple opportunities, strengthen and diversify their portfolios, and meet their individual investing goals. On December 23, 2021, DSS purchased 50,000,000 0.06 47 58 On May 13, 2021, Sentinel Brokers, LLC. (“Sentinel LLC”), subsidiary of the Company entered into a stock purchase agreement (“Sentinel Agreement”) to acquire a 24.9 75 On January 24, 2022, DSS entered into a business consulting agreement with Sharing Services Global Corporation (“SHRG”). As part of this agreement, 50,000,000 65 On February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset EHome International Inc. (“AEI”), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase Agreement dated January 25, 2022 (the “SPA”). Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423 0.3810 17,000,000 3,986,877 1,519,000 On May 17, 2022, the shareholders of the Company approved the issuance of up to 21,366,177 8,350,000 367,000 On May 17, 2022, the shareholders of the Company approved the acquisition of 62,122,908 17,570,948 0.34 The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of March 31, 2023 and December 31, 2022, and the results of our consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K for the fiscal year ended December 31, 2022 (“Form 10-K”), and our other reports on file with the Securities and Exchange Commission (the “SEC”). Principles of Consolidation Use of Estimates Reclassifications - For the three months ended March 31, 2022, $ 577,000 Cash Equivalents Accounts Receivable 29,000 29,000 Notes receivable, unearned interest, and related recognition Investments For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 6 for further discussion on investments. Fair Value of Financial Instruments - ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost. Inventory 57,000 742,000 Impairment of Long-Lived Assets and Goodwill Business Combinations (Loss) Earnings Per Common Share - The Company presents basic and diluted (loss) earnings per share. Basic (loss) earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted (loss) earnings per share are computed including the number of additional shares from outstanding warrants, stock options and preferred stock that would have been outstanding if dilutive potential shares had been issued and is calculated utilizing the treasury stock method. In a loss period, the calculation for basic and diluted (loss) earnings per share is the same, as the impact of potential common shares is anti-dilutive. For the three months ended March 31, 2023, potential dilutive instruments included warrants of 5,000 and for the three months ended March 31, 2022 potential dilutive instruments included both warrants and options of 3,556 11,930 Concentration of Credit Risk - As of December 31, 2022, two customers accounted for approximately 14 6 36 17 As of March 31, 2023, one customer accounted for approximately 23% of our consolidated revenue and 47 % of our trade accounts receivable balance. Income Taxes Allowance For Loans And Lease Losses ASU No.2016-13 – Credit Losses” Going Concern 13.7 Aside from its $ 13.7 13.4 12 55 30 50 15 40.2 The Company’s management intends to take actions necessary to continue as a going concern. Management’s plans concerning these matters include, among other things, continued growth among our operating segments, and tightly controlling operating costs and reducing spending growth rates wherever possible to return to profitability. In addition, the Company has taken steps, and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels. At the Company’s current operating levels and capital usage, we believe that without any further acquisition or investments, our $ 13.7 13.4 12 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. Revenue The Company recognizes its products and services revenue based on when the title passes to the customer or when the service is completed and accepted by the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for shipped product or service provided. Sales and other taxes billed and collected from customers are excluded from revenue. The Company recognizes rental income associated with its REIT, net of amortization of favorable/unfavorable lease terms relative to market and includes rental abatements and contractual fixed increases attributable to operating leases, where collection has been considered probable, on a straight-line basis over the term of the related lease. The Company recognizes net investment income from its investment banking line of business as interest owed to the Company occurs. The Company generates revenue from its direct marketing line of business primarily through internet sales and recognizes revenue as items are shipped. As of March 31, 2023, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606, the Company has applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. The Company elected the practical expedient allowing it to not recognize as a contract asset the commission paid to its salesforce on the sale of its products as an incremental cost of obtaining a contract with a customer but rather recognize such commission as expense when incurred as the amortization period of the asset that the Company would have otherwise recognized is one year or less. Accounts Receivable The Company extends credit to its customers in the normal course of business. The Company performs ongoing credit evaluations and generally does not require collateral. Payment terms are generally 30 days but up to net 105 for certain customers. The Company carries its trade accounts receivable at invoice amount less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based upon management’s estimates that include a review of the history of past write-offs and collections and an analysis of current credit conditions. At March 31, 2023, and December 31, 2022, the Company established a reserve for doubtful accounts of approximately $ 29,000 29,000 Sales Commissions Sales commissions are expensed as incurred for contracts with an expected duration of one year or less. There were no sales commissions capitalized as of March 31, 2023. Shipping and Handling Costs Costs incurred by the Company related to shipping and handling are included in cost of products sold. Amounts charged to customers pertaining to these costs are reflected as revenue. See Note 14 for disaggregated revenue information. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consisted of the following as of: Schedule of Inventory March 31, December 31, Finished Goods $ 5,596,000 $ 6,779,000 Work in Process 536,000 403,000 Raw Materials 1,187,000 1,281,000 Inventory Gross $ 7,319,000 $ 8,463,000 Less allowance for obsolescence (57,000 ) (742,000 ) Inventory Net $ 7,262,000 $ 7,721,000 |
Notes Receivable
Notes Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Notes Receivable | 4. Notes Receivable Note 1 On February 8, 2021, the Company entered into a convertible promissory note (“Note 1”) with Borrower 1, a company registered in Gibraltar. The Company loaned the principal sum of $ 800,000 4 Note 2 On May 14, 2021, DSS Pure Air, Inc. a subsidiary of the Company entered a convertible promissory note (“Note 2”) with Borrower 2, a company registered in the state of Texas. Note 3 has an aggregate principal balance up to $ 5,000,000 6.65 May 1, 2023 Note 2 contains an optional conversion clause that allows the Company to convert all, or a portion of all, into newly issued member units of Borrower 2 with the maximum principal amount equal to 18% of the total equity position of Borrower 2 at conversion. 5,503,000 5,420,000 Note 3 On September 23, 2021, APB entered into refunding bond anticipatory note (“Note 3”) with Borrower 3, which operates as a conservation and reclamation district pursuant to Chapter 3891, Texas Special District Local Laws Code; Chapter 375, Texas Local Government Code; and Chapter 49, Texas Water Code. The District Note was in the sum of $ 3,500,000 5.59 September 22, 2022 3,751,000 3,701,000 Note 4 On October 25, 2021, APB entered into loan agreement (“Note 4”) with Borrower 4, a company registered in the state of Utah. Note 4 has an initial aggregate principal balance up to $ 1,000,000 $3,000,000 8.0 October 25, 2022 This note contains an optional conversion feature allowing APB to convert the outstanding principal to a 10% membership interest. 884,000 896,000 896,000 Note 5 On May 14, 2021, APB extended the credit (“Note 5”) to an individual (“Borrower 5”) in the form of two promissory notes for $ 250,000 10,000 12.5 May 15, 2023 260,000 9,300 252,000 9,000 Note 6 On October 27, 2021, HWH World, Inc., a subsidiary of the Company entered a revolving loan commitment (“Note 6”) with Borrower 8, a company registered in Taiwan. Note 6 has a principal balance of $ 52,000 December 31, 2021 66,000 63,000 note was amended in April 2022 to borrow up to $ 102,000 18 Note 7 On December 28, 2021, APB entered into promissory note (“Note 7”) with Borrower 7, a company registered in the state of California. Note 8 has a principal balance of $ 700,000 12.0 December 28, 2022 May 31, 2023 707,000 701,000 Note 8 On January 24, 2022, APB and Borrower 8 entered into a promissory note (“Note 8”) in the principal sum of $ 100,000 6 January 2024 107,000 106,000 Note 9 On March 2, 2022, APB and Borrower 9, a corporation organized under the laws of the Republic of Korea entered into a promissory note (“Note 9”). Under the terms of Note 9, APB at its discretion, may lend up to the principal sum of $ 892,500 8 March 2024 766,000 23,000 376,000 874,000 25,000 Note 10 On May 9, 2022, DSS PureAir and Borrower 11 entered into a promissory note (“Note 10”) in the principal sum of $ 210,000 10 February 9, 2023 221,000 213,000 Note 11 On August 29, 2022, DSS Financial Management Inc and Borrower 11 entered into a promissory note (“Note 11”) in the principal sum of $ 100,000 8 August 29, 2025 101,000 100,000 Note 12 On July 26, 2022, APB and Borrower 12 entered into a promissory note (“Note 12”) in the principal sum of $ 1,000,000 8 July 26, 2024 440,000 80,000 924,000 66,000 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 5. Financial Instruments Cash, Cash Equivalents, Restricted Cash and Marketable Securities The following tables show the Company’s cash, cash equivalents, restricted cash, and marketable securities by significant investment category as of March 31, 2023, and December 31, 2022: Schedule of Cash and Marketable Securities by Significant Investment Category 2023 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Marketable Securities Investments Cash $ 13,668,000 $ - $ 13,668,000 $ 13,668,000 $ - $ - Level 1 Money Market Funds 64,000 - 64,000 64,000 - - Marketable Securities 20,195,000 (6,804,000 ) 13,391,000 - 13,391,000 - Level 2 Warrants 3,318,000 (3,174,000 ) 144,000 - - 144,000 Convertible securities 1,023,000 (979,000 ) 44,000 - - 44,000 Total $ 38,268,000 $ (10,957,000 ) $ 27,311,000 $ 13,732,000 $ 13,391,000 $ 188,000 2022 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Marketable Securities Investments Cash $ 19,226,000 $ - $ 19,226,000 $ 19,226,000 $ - $ - Level 1 Money Market Funds 64,000 - 64,000 64,000 - - Marketable Securities 36,263,000 (3,659,000 ) 27,307,000 - 27,307,000 - Level 2 Warrants 3,318,000 - 140,000 - - 140,000 Convertible securities 1,023,000 - 39,000 - - 39,000 Total 59,894,000 $ (3,659,000 ) $ 46,776,000 $ 19,290,000 $ 27,307,000 $ 179,000 The Company typically invests with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio. |
Provision for Credit Losses
Provision for Credit Losses | 3 Months Ended |
Mar. 31, 2023 | |
Provision For Credit Losses | |
Provision for Credit Losses | 6 . Provision for Credit Losses Effective December 31, 2022, the Company adopted amended accounting guidance “ ASU No.2016-13 – Credit Losses” As of December 31, 2022, and March 31, 2023 we have reviewed the entire loan portfolio as well as all financial assets of the Company for the purpose of evaluating the loan portfolio and the loan balances, including a review of individual and collective portfolio loan quality, loan(s) performance, including past due status and covenant defaults, assessment of the ability of the borrower to repay the loan on the loan terms, whether any loans should be placed on nonaccrual or returned to accrual, any concentrations in any single borrower and/or industry that we might need to further manage, and if any specific or general loan loss reserve should be established for the entire loan portfolio or for any specific loan. We analyzed the loan loss reserve from three basis: general loan portfolio reserves; industry portfolio reserves, and specific loan loss reserves. General Loan Portfolio Reserve - 145,000 Industry Portfolio Reserves - Specific Loan Reserves Previously, we had identified credit weaknesses and borrower repayment weakness in the Borrow 6 loan, which has a current principal and interest balance of $ 896,000 The following table identifies the loan loss reserve for the period ending March 31, 2023 and Schedule of Loan loss reserve General Loan Portfolio Reserve $ 145,000 Specific Loan Reserves $ 896,000 Total $ 1,041,000 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Investments | 7. Investments Alset International Limited related party The Company owns 127,179,291 4 2,289,000 3,319,000 1,156,000 305,000 West Park Capital, Inc. On October 10, 2019, the Company entered a convertible promissory note (“TBD Note”) with Century TBD Holdings, LLC (“TBD”), a Florida limited liability company. The Company loaned the principal sum of $ 500,000 , of which up to $ 500,000 and all accrued interest can be paid by an “Optional Conversion” of such amount up to 19.8 % (non-dilutable) of all outstanding membership interest in TBD. This TBD Note accrues interest at 6 % and matures on October 9, 2021 . On December 30, 2020, the Company signed a binding letter of intent with West Park Capital, Inc (“West Park”) and TBD where the parties agreed to prepare a note and stock exchange agreement whereby DSS will assign the TBD Note to West Park and West Park shall issue to DSS a stock certificate reflecting 7.5 % of the issued and outstanding shares of West Park. This note and stock exchange agreement was finalized during the first quarter 2022 and valued at approximately $ 500,000 and is included in Investments on the consolidated balance sheet on December 31, 2022 and as of March 31, 2023. BMI Capital International LLC On September 10, 2020, the Company’s wholly owned subsidiary DSS Securities, Inc. entered into membership interest purchase agreement with BMI Financial Group, Inc. a Delaware corporation (“BMIF”) and BMI Capital International LLC, a Texas limited liability company (“BMIC”) whereas DSS Securities, Inc. purchased 14.9 100,000 10 100,000 24.9 20 4,300 BMIC is a broker-dealer registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). The Company’s chairman of the board and another independent board member of the Company also have ownership interest in BMIC. BioMed Technologies Asia Pacific Holdings Limited On December 19, 2020, Impact BioMedical, a wholly owned subsidiary of the Company, entered into a subscription agreement (the “Subscription Agreement”) with BioMed Technologies Asia Pacific Holdings Limited (“BioMed”), a limited liability company incorporated in the British Virgin Islands, pursuant to which the Company agreed to purchase 525 4.99 632,000 Under the terms of the Distribution Agreement, the Company will have exclusive rights to distribute the products within the United States, Canada, Singapore, Malaysia, and South Korea and non-exclusive distribution rights in all other countries. In exchange, the Company agreed to certain obligations, including mutual marketing obligations to promote sales of the products. This agreement is for ten years with a one year auto-renewal feature. Vivacitas Oncology, Inc. On March 15, 2021, the Company, through one of its subsidiaries, entered into a Stock Purchase Agreement (the “Vivacitas Agreement #1”) with Vivacitas Oncology Inc. (“Vivacitas”), to purchase 500,000 1.00 1,500,000 1.00 1.00 500,000 2,480,000 2,480,000 250,000 On April 1, 2021, the Company entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacities wished to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $ 1.00 120,000 On July 22, 2021, the Company exercised 1,000,000 of the available options under the Vivacitas Agreement #1 for $ 1,000,000 . This, along with the shares received as part Vivacitas Agreement #2 increased the Company’s equity position in Vivacitas to approximately 16 % as of December 31, 2022. As of December 31, 2022, the Company determined to impair 100 % of its investment in Vivacitas, in the amount of $ 4,100,000 . Stemtech Corporation In September 2021, the Company’s subsidiary SHRG, Stemtech Corporation (“Stemtech”) and Globe Net Wireless Corp. (“GNTW”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which SHRG invested $ 1.4 million in Stemtech in exchange for: (a) a Convertible Promissory Note in the amount of $ 1.4 million in favor of the Company (the “Convertible Note”) and (b) a detachable Warrant to purchase shares GNTW common stock (the “GNTW Warrant”). Stemtech is a subsidiary of GNTW. As an inducement to enter into the SPA, GNTW agreed to pay to the SHRG an origination fee of $ 500,000 , payable in shares of GNTW’s common stock. The Convertible Note matures on September 9, 2024 , bears interest at the annual rate of 10 %, and is convertible, at the option of the holder, into shares of GNTW’s common stock at a conversion rate calculated based on the closing price per share of GNTW’s common stock during the 30-dayperiod ended September 19, 2021. The GNTW Warrant expires on September 13, 2024 and conveys the right to purchase up to 1.4 million shares of GNTW’s common stock at a purchase price calculated based on the closing price per share of GTNW’s common stock during the 10-day period ended September 13, 2021. In September 2021, GNTW issued to the Company 154,173 shares of its common stock, or less than 1% of the shares of GNTW then issued and outstanding, in payment of the origination fee. In November 2021, Globe Net Wireless Corp. changed its corporate name to Stemtech Corporation. In connection therewith, the investee’s common stock is now traded under the symbol “STEK”. The SHRG carries its investment in the Convertible Note, the GNTW Warrant and the shares of GNTW common stock at fair value in accordance with GAAP. investment in the the GNTW Warrant 144,000 44,000 140,000 39,000 In September 2021, SHRG entered into a Membership Unit Purchase Agreement pursuant to which the SHRG acquired a 30.75 1,537,000 100 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 8. Acquisitions Sentinel Brokers Company, Inc. On May 13, 2021, Sentinel Brokers, LLC. (“Sentinel LLC”), subsidiary of the Company entered into a stock purchase agreement (“Sentinel Agreement”) to acquire a 24.9 300,000 750,000 1,050,000 Investments—Equity Method and Joint Ventures 50.1 75 The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of Sentinel Co as if the acquisition took place on January 1. The pro forma consolidated results include the impact of certain adjustments. Schedule of Business Acquisition, Pro Forma Information 2022 (unaudited) Revenue $ 49,076,804 Net loss $ (61,680,088 ) Basic loss per share $ (0.55 ) Diluted loss per share $ (0.55 ) We are currently in the process of completing the purchase price accounting and related allocations associated with the acquisition of Sentinel Co. Assets included in this acquisition are cash of $ 3,977,000 344,000 1,000 Sentinel is a broker-dealer operating primarily as a fiduciary intermediary, facilitating intuitional trading of municipal and corporate bonds as well as preferred stock, and is registered with the Securities and Exchange Commission, is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and is a member of the Securities Investor Protection Corporation (“SIPC”). |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt | 9. Short-Term and Long-Term Debt DSS, Inc Promissory Notes - 200,000 8.0 5.00 200,000 On March 16, 2021, American Medical REIT, Inc. received loan proceeds in the amount of approximately $ 110,000 1 111,000 On May 20, 2021, Premier Packaging entered into master loan and security agreement (“BOA Note”) with Bank of America, N.A. (“BOA”) to secure financing approximating $ 3,710,000 3,290,000 3,406,000 4.63 479,000 2,810,000 On August 1, 2021, AMRE Shelton, LLC., (“AMRE Shelton”) a subsidiary of AMRE, entered into a loan agreement (“Shelton Agreement”) with Patriot Bank, N.A. (“Patriot Bank”) in an amount up to $ 6,155,000 , with the amount financed approximating $ 5,105,000 . The Shelton Agreement contains monthly payments of principal and an initial interest 4.25 %. The interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5 year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance rate, but in no event less than 4.25% for the term of 120 months with a balloon payment approximating $ 2,829,000 due at term end. The affective interest rate at December 31, 2022 was 4.25 %. The funds borrowed were used to purchase a 40,000 square foot, 2.0 story, Class A+ multi-tenant medical office building located on a 13.62 acre site. The purchase price has been allocated as $ 4,640,000 , $ 1,600,000 , and $ 325,000 for the facility, land, and tenant improvements respectively. Also include in the value of the property is $ 585,000 of intangible assets with an estimated useful life approximating 3 years. The net book value of these asset as of March 31, 2023 approximated $ 6,727,000 . Of the total financed, approximately $ 183,000 of principal and accrued interest is classified as current portion of long-term debt, net, and the remaining balance of approximately $ 4,790,000 recorded as long-term debt, net of $ 17,500 in deferred financing costs. On October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal amount of $ 3,000,000 October 12, 2022 512,000 3,000,000 On October 13, 2021, LVAM entered into loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM borrowed the principal amount of $ 3,000,000 October 12, 2022 1,997,000 3,000,000 On October 27, 2021, HWH World, Inc., a subsidiary of the Company entered a revolving loan commitment (“Note 8”) with Borrower 8, a company registered in Taiwan. Note 8 has a principal balance of $ 52,000 December 31, 2021 66,000 63,000 18 On November 2, 2021, AMRE LifeCare entered into a loan agreement (“LifeCare Agreement”) with Pinnacle Bank, (“Pinnacle Bank”) in the amount of $ 40,300,000 62,000,000 32,100,000 12,100,000 1,500,000 15,901,000 1 11 52,407,000 The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five (25) year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28%, with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in ful 8.46 November 2, 2023 November 2, 2024 40,193,000 270,000 40,486,000 270,000 297,000 156,000 In November 2021, AMRE entered into a convertible promissory note (“Alset Note”) with Alset International Limited (“Alset International”), a related party, for the principal amount of $ 8,350,000 8 matures in December 2023 8,805,000 21,366,177 8,350,000 119,000 286,000 338,000 On March 17, 2022, AMRE Winter Haven, LLC (“AMRE Winter Haven”) and Pinnacle Bank (“Pinnacle”) entered into a term loan (“Pinnacle Loan”) whereas Pinnacle lent to AMRE Winter Haven the principal sum of $ 2,990,000 March 7, 2024 4,500,000 3,200,000 1,000,000 222,000 29,000 5 4,450,000 25 4.28 69,000 2,982,000 23,000 5,000 On March 30, 2023, Premier Packaging, a subsidiary of the Company entered into a loan and security agreement with Union Bank & Trust Company for the principal amount of $ 790,000 7.44 14,000 A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to December 31, 2022, are as follows: Schedule of Notes Payable and Long-term Debt Year Amount 2023 $ 43,275,000 2024 3,801,000 2025 858,000 2026 901,000 2027 947,000 Thereafter 4,769,000 |
Lease Liability
Lease Liability | 3 Months Ended |
Mar. 31, 2023 | |
Lease Liability | |
Lease Liability | 10. Lease Liability The Company has operating leases predominantly for operating facilities. As of March 31, 2023, the remaining lease terms on our operating leases range from less than one to five years. Renewal options to extend our leases have not been exercised due to uncertainty. Termination options are not reasonably certain of exercise by the Company. There is no transfer of title or option to purchase the leased assets upon expiration. There are no residual value guarantees or material restrictive covenants. There are no significant finance leases as of March 31, 2023. Future minimum lease payments as of March 31, 2023, are as follows: Maturity of Lease Liability: Schedule of Future Minimum Lease Payments Totals 2023 941,000 2024 1,050,000 2025 906,000 2026 899,000 2027 916,000 2028 935,000 2029 954,000 After 4,015,000 Total lease payments 10,616,000 Less: Imputed Interest (2,043,000 ) Present value of remaining lease payments $ 8,573,000 Current $ 800,000 Noncurrent $ 7,773,000 Weighted-average remaining lease term (years) 14.3 Weighted-average discount rate 4.3 % In March of 2022, Premier Packaging began leasing its relocated manufacturing facilities to West Henrietta, New York. This lease contains an escalating payment clause, ranging from $ 61,000 78,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies License Agreement In exchange, the Licensee shall pay the Company a royalty of 5.5% of net sales. Under the terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50% of the development costs provided that the development costs shall not exceed $ 1,250,000 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 12. Stockholders’ Equity Sales of Equity On February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset EHome International Inc. (“AEI”), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase Agreement dated January 25, 2022 (the “SPA”). Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423 0.3810 17,000,000 3,986,877 1,519,000 On March 10, 2022, the Company issued 894,084 340,000 On May 5, 2022, the Company issued 63,205 29,000 On May 25, 2022, the Company issued 15,389,995 5,848,000 On May 17, 2022, the shareholders of the Company approved the issuance of up to 21,366,177 8,350,000 367,000 On May 17, 2022, the shareholders of the Company approved the acquisition of 62,122,908 17,570,948 0.41 Stock-Based Compensation - 4,000 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 13. Supplemental Cash Flow Information The following table summarizes supplemental cash flows for the three-months ended March 31, 2023, and 2022: Schedule of Supplemental Cash Flow Information 2023 2022 Cash paid for interest $ 249,000 $ 1,378,000 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 14. Segment Information The Company’s nine businesses lines are organized, managed, and internally reported as five Our segment structure presented below represents a change from the prior year for the inclusion of our Biotechnology, Securities, and Commercial Lending segments and the removal of our Plastics segment, Digital Group and IP Technology Management segment as the Plastics segment was discontinued in 2020, DSS Digital was sold and discontinued in May 2021 and activities surrounding our IP Technology Management segment have significantly decreased. The amounts for these segments have been included in the corporate reporting segment for the year ended March 31, 2023 and 2022, as necessary, below for reconciliation purposes. Approximate information concerning the Company’s operations by reportable segment for the three months ended March 31, 2023 and 2022 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: Schedule of Operations by Reportable Segment Three Months Ended March 31, 2023 Product Packaging Commercial Lending Direct Marketing Biotechnology Securities Corporate Total Revenue $ 6,130,000 $ 117,000 $ 3,994,000 $ - $ 1,685,000 $ - $ 11,926,000 Depreciation and amortization 188,000 - 46,000 298,000 743,000 58,000 1,334,000 Interest expense 39,000 - - - 210,000 - 249,000 Interest Income - - 4,000 94,000 32,000 - 130,000 Net income (loss) from continuing operations 696,000 (564,000 ) (3,187,000 ) (848,000 ) (2,028,000 ) (2,702,000 ) (8,633,000 ) Capital expenditures 576,000 - (15,000 ) 5,000 28,000 - 594,000 Identifiable assets 25,217,000 43,133,000 20,539,000 52,983,000 76,003,000 8,875,000 226,750,000 Three Months Ended March 31,2022 Product Packaging Commercial Lending Direct Marketing Biotechnology Securities Corporate Total Revenue $ 3,569,000 $ 129,000 $ 6,932,000 $ - $ 1,674,000 $ - $ 12,304,000 Depreciation and amortization 180,000 - 48,000 278,000 2,685,000 74,000 3,266,000 Interest expense 24,000 - 687,000 - 801,000 - 802,000 Stock based compensation 1,000 - - - - 3,000 4,000 Net income (loss) from continuing operations (42,000 ) 181,000 (4,486,000 ) (616,000 ) (2,508,000 ) (1,480,000 ) (8,951,000 ) Capital expenditures 923,000 - 2,000 - 13,000 4,000 942,000 Identifiable assets 23,371,000 57,259,000 45,788,000 56,276,000 85,178,000 13,987,000 281,859,000 The following tables disaggregate our business segment revenues by major source: Printed Products Revenue Information: Schedule of Disaggregation of Revenue Three months ended March 31, 2023 Packaging Printing and Fabrication $ 5,865,000 Commercial and Security Printing 265,000 Total Printed Products $ 6,130,000 Three months ended March 31, 2022 Packaging Printing and Fabrication $ 3,516,000 Commercial and Security Printing 53,000 Total Printed Products $ 3,569,000 Direct Marketing Three months ended March 31, 2023 Direct Marketing Internet Sales $ 3,994,000 Total Direct Marketing $ 3,994,000 Three months ended March 31, 2022 Direct Marketing Internet Sales $ 6,932,000 Total Direct Marketing $ 6,932,000 Rental Income Three months ended March 31, 2023 Rental income $ 1,685,000 Total Rental Income $ 1,685,000 Three months ended March 31, 2022 Rental income $ 1,663,000 Total Rental Income $ 1,663,000 Management Fee Income Three months ended March 31, 2023 Management fee income $ - Total Management fee income $ - Three months ended March 31, 2022 Management fee income $ 11,000 Total Management fee income $ 11,000 Net Investment Income Three months ended March 31, 2023 Net investment income $ 117,000 Total Investment income $ 117,000 Three months ended March 31, 2022 Net Investment income $ 129,000 Total Investment income $ 129,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions The Company owns 127,179,291 4 2,289,000 3,319,000 1,156,000 1,590,000 On March 2, 2020, AMRE entered into a $ 200,000 8.0 5.00 200,000 On March 18, 2021, the Company entered into an agreement with Alset EHome International, Inc. (“Seller”), a related party, to purchase from the Seller’s its wholly owned subsidiary Impact Oncology PTE Ltd. (“IOPL”) for a purchase price $ 2,480,000 2,480,000 250,000 On October 13, 2021, LVAM entered into loan agreement with BMIC (“BMIC Loan”), a related party, whereas LVAM borrowed the principal amount of $ 3,000,000 October 12, 2022 512,000 3,000,000 On October 13, 2021, LVAM entered into loan agreement with Lee Wilson Tsz Kin (“Wilson Loan”), a related party, whereas LVAM borrowed the principal amount of $ 3,000,000 October 12, 2022 1,997,000 8,000 On November 2021, AMRE entered into a convertible promissory note (“Alset Note”) with Alset International Limited (“Alset International”), a related party, for the principal amount of $ 8,350,000 8 matures in December 2023 8,469,000 21,366,177 8,350,000 367,400 On February 28, 2022, DSS entered into an Amendment to Stock Purchase Agreement (the “Amendment”) with its shareholder Alset EHome International Inc. (“AEI”), pursuant to which the Company and AEI have agreed to amend certain terms of the Stock Purchase Agreement dated January 25, 2022 (the “SPA”). Pursuant to the SPA, AEI had agreed to purchase up to 44,619,423 0.3810 17,000,000 3,986,877 1,519,000 In October 2017, Sharing Services issued a Convertible Promissory Note in the principal amount of $ 50,000 333,333 333,333 0.15 78,635.62 On May 17, 2022, the shareholders of the Company approved the acquisition of 62,122,908 17,570,948 0.34 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events On May 4, 2023, the Company distributed approximately 280 7 |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications - For the three months ended March 31, 2022, $ 577,000 |
Cash Equivalents | Cash Equivalents |
Accounts Receivable | Accounts Receivable 29,000 29,000 |
Notes receivable, unearned interest, and related recognition | Notes receivable, unearned interest, and related recognition |
Investments | Investments For equity method investments, the Company regularly reviews its investments to determine whether there is a decline in fair value below book value. If there is a decline that is other-than-temporary, the investment is written down to fair value. See Note 6 for further discussion on investments. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets. ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the consolidated balance sheet of cash and cash equivalents, accounts receivable, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. Marketable securities classify as a Level 1 fair value financial instrument. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do not reflect recent market conditions. The fair value of revolving credit lines notes payable and long-term debt approximates their carrying value as the stated or discounted rates of the debt reflect recent market conditions. The fair value of investments where the fair value is not considered readily determinable, are carried at cost. |
Inventory | Inventory 57,000 742,000 |
Impairment of Long-Lived Assets and Goodwill | Impairment of Long-Lived Assets and Goodwill |
Business Combinations | Business Combinations |
(Loss) Earnings Per Common Share | (Loss) Earnings Per Common Share - The Company presents basic and diluted (loss) earnings per share. Basic (loss) earnings per share reflect the actual weighted average of shares issued and outstanding during the period. Diluted (loss) earnings per share are computed including the number of additional shares from outstanding warrants, stock options and preferred stock that would have been outstanding if dilutive potential shares had been issued and is calculated utilizing the treasury stock method. In a loss period, the calculation for basic and diluted (loss) earnings per share is the same, as the impact of potential common shares is anti-dilutive. For the three months ended March 31, 2023, potential dilutive instruments included warrants of 5,000 and for the three months ended March 31, 2022 potential dilutive instruments included both warrants and options of 3,556 11,930 |
Concentration of Credit Risk | Concentration of Credit Risk - As of December 31, 2022, two customers accounted for approximately 14 6 36 17 As of March 31, 2023, one customer accounted for approximately 23% of our consolidated revenue and 47 % of our trade accounts receivable balance. |
Income Taxes | Income Taxes |
Allowance For Loans And Lease Losses | Allowance For Loans And Lease Losses ASU No.2016-13 – Credit Losses” |
Going Concern | Going Concern 13.7 Aside from its $ 13.7 13.4 12 55 30 50 15 40.2 The Company’s management intends to take actions necessary to continue as a going concern. Management’s plans concerning these matters include, among other things, continued growth among our operating segments, and tightly controlling operating costs and reducing spending growth rates wherever possible to return to profitability. In addition, the Company has taken steps, and will continue to take measures, to materially reduce the expenses and cash burn at all corporate and business line levels. At the Company’s current operating levels and capital usage, we believe that without any further acquisition or investments, our $ 13.7 13.4 12 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of: Schedule of Inventory March 31, December 31, Finished Goods $ 5,596,000 $ 6,779,000 Work in Process 536,000 403,000 Raw Materials 1,187,000 1,281,000 Inventory Gross $ 7,319,000 $ 8,463,000 Less allowance for obsolescence (57,000 ) (742,000 ) Inventory Net $ 7,262,000 $ 7,721,000 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Cash and Marketable Securities by Significant Investment Category | The following tables show the Company’s cash, cash equivalents, restricted cash, and marketable securities by significant investment category as of March 31, 2023, and December 31, 2022: Schedule of Cash and Marketable Securities by Significant Investment Category 2023 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Marketable Securities Investments Cash $ 13,668,000 $ - $ 13,668,000 $ 13,668,000 $ - $ - Level 1 Money Market Funds 64,000 - 64,000 64,000 - - Marketable Securities 20,195,000 (6,804,000 ) 13,391,000 - 13,391,000 - Level 2 Warrants 3,318,000 (3,174,000 ) 144,000 - - 144,000 Convertible securities 1,023,000 (979,000 ) 44,000 - - 44,000 Total $ 38,268,000 $ (10,957,000 ) $ 27,311,000 $ 13,732,000 $ 13,391,000 $ 188,000 2022 Adjusted Cost Unrealized Gain/(Loss) Fair Value Cash and Cash Equivalents Marketable Securities Investments Cash $ 19,226,000 $ - $ 19,226,000 $ 19,226,000 $ - $ - Level 1 Money Market Funds 64,000 - 64,000 64,000 - - Marketable Securities 36,263,000 (3,659,000 ) 27,307,000 - 27,307,000 - Level 2 Warrants 3,318,000 - 140,000 - - 140,000 Convertible securities 1,023,000 - 39,000 - - 39,000 Total 59,894,000 $ (3,659,000 ) $ 46,776,000 $ 19,290,000 $ 27,307,000 $ 179,000 |
Provision for Credit Losses (Ta
Provision for Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Provision For Credit Losses | |
Schedule of Loan loss reserve | The following table identifies the loan loss reserve for the period ending March 31, 2023 and Schedule of Loan loss reserve General Loan Portfolio Reserve $ 145,000 Specific Loan Reserves $ 896,000 Total $ 1,041,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Sentinel Brokers Company Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisition, Pro Forma Information | The following summary, prepared on a proforma basis, combines the consolidated results of operations of the Company with those of Sentinel Co as if the acquisition took place on January 1. The pro forma consolidated results include the impact of certain adjustments. Schedule of Business Acquisition, Pro Forma Information 2022 (unaudited) Revenue $ 49,076,804 Net loss $ (61,680,088 ) Basic loss per share $ (0.55 ) Diluted loss per share $ (0.55 ) |
Short-Term and Long-Term Debt (
Short-Term and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Long-term Debt | A summary of scheduled principal payments of long-term debt, not including revolving lines of credit, subsequent to December 31, 2022, are as follows: Schedule of Notes Payable and Long-term Debt Year Amount 2023 $ 43,275,000 2024 3,801,000 2025 858,000 2026 901,000 2027 947,000 Thereafter 4,769,000 |
Lease Liability (Tables)
Lease Liability (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Lease Liability | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments as of March 31, 2023, are as follows: Maturity of Lease Liability: Schedule of Future Minimum Lease Payments Totals 2023 941,000 2024 1,050,000 2025 906,000 2026 899,000 2027 916,000 2028 935,000 2029 954,000 After 4,015,000 Total lease payments 10,616,000 Less: Imputed Interest (2,043,000 ) Present value of remaining lease payments $ 8,573,000 Current $ 800,000 Noncurrent $ 7,773,000 Weighted-average remaining lease term (years) 14.3 Weighted-average discount rate 4.3 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table summarizes supplemental cash flows for the three-months ended March 31, 2023, and 2022: Schedule of Supplemental Cash Flow Information 2023 2022 Cash paid for interest $ 249,000 $ 1,378,000 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Operations by Reportable Segment | Approximate information concerning the Company’s operations by reportable segment for the three months ended March 31, 2023 and 2022 is as follows. The Company relies on intersegment cooperation and management does not represent that these segments, if operated independently, would report the results contained herein: Schedule of Operations by Reportable Segment Three Months Ended March 31, 2023 Product Packaging Commercial Lending Direct Marketing Biotechnology Securities Corporate Total Revenue $ 6,130,000 $ 117,000 $ 3,994,000 $ - $ 1,685,000 $ - $ 11,926,000 Depreciation and amortization 188,000 - 46,000 298,000 743,000 58,000 1,334,000 Interest expense 39,000 - - - 210,000 - 249,000 Interest Income - - 4,000 94,000 32,000 - 130,000 Net income (loss) from continuing operations 696,000 (564,000 ) (3,187,000 ) (848,000 ) (2,028,000 ) (2,702,000 ) (8,633,000 ) Capital expenditures 576,000 - (15,000 ) 5,000 28,000 - 594,000 Identifiable assets 25,217,000 43,133,000 20,539,000 52,983,000 76,003,000 8,875,000 226,750,000 Three Months Ended March 31,2022 Product Packaging Commercial Lending Direct Marketing Biotechnology Securities Corporate Total Revenue $ 3,569,000 $ 129,000 $ 6,932,000 $ - $ 1,674,000 $ - $ 12,304,000 Depreciation and amortization 180,000 - 48,000 278,000 2,685,000 74,000 3,266,000 Interest expense 24,000 - 687,000 - 801,000 - 802,000 Stock based compensation 1,000 - - - - 3,000 4,000 Net income (loss) from continuing operations (42,000 ) 181,000 (4,486,000 ) (616,000 ) (2,508,000 ) (1,480,000 ) (8,951,000 ) Capital expenditures 923,000 - 2,000 - 13,000 4,000 942,000 Identifiable assets 23,371,000 57,259,000 45,788,000 56,276,000 85,178,000 13,987,000 281,859,000 |
Schedule of Disaggregation of Revenue | Printed Products Revenue Information: Schedule of Disaggregation of Revenue Three months ended March 31, 2023 Packaging Printing and Fabrication $ 5,865,000 Commercial and Security Printing 265,000 Total Printed Products $ 6,130,000 Three months ended March 31, 2022 Packaging Printing and Fabrication $ 3,516,000 Commercial and Security Printing 53,000 Total Printed Products $ 3,569,000 Direct Marketing Three months ended March 31, 2023 Direct Marketing Internet Sales $ 3,994,000 Total Direct Marketing $ 3,994,000 Three months ended March 31, 2022 Direct Marketing Internet Sales $ 6,932,000 Total Direct Marketing $ 6,932,000 Rental Income Three months ended March 31, 2023 Rental income $ 1,685,000 Total Rental Income $ 1,685,000 Three months ended March 31, 2022 Rental income $ 1,663,000 Total Rental Income $ 1,663,000 Management Fee Income Three months ended March 31, 2023 Management fee income $ - Total Management fee income $ - Three months ended March 31, 2022 Management fee income $ 11,000 Total Management fee income $ 11,000 Net Investment Income Three months ended March 31, 2023 Net investment income $ 117,000 Total Investment income $ 117,000 Three months ended March 31, 2022 Net Investment income $ 129,000 Total Investment income $ 129,000 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
May 17, 2022 | Mar. 09, 2022 | Feb. 28, 2022 | Jan. 24, 2022 | Dec. 23, 2021 | Sep. 13, 2021 | Sep. 09, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jul. 02, 2022 | Jul. 01, 2022 | Feb. 18, 2022 | Dec. 31, 2021 | Dec. 22, 2021 | May 13, 2021 | |
Common stock par value | $ 0.02 | $ 0.02 | ||||||||||||||
Issuance of common stock, net | $ 1,858,000 | |||||||||||||||
Number of shares issued for acquisition | 17,570,948 | |||||||||||||||
Reclassification from interest expense | $ 577,000 | |||||||||||||||
Reserve for doubtful accounts | 29,000 | $ 29,000 | ||||||||||||||
Inventory allowance for obsolescence | 57,000 | 742,000 | ||||||||||||||
Cash | 13,732,000 | 19,290,000 | ||||||||||||||
Marketable securities | 13,391,000 | 27,307,000 | $ 13,400,000 | |||||||||||||
Outstanding principal and interest | 12,000,000 | |||||||||||||||
Outstanding principal and interest on notes receivable | 11,422,000 | $ 12,000,000 | $ 11,719,000 | |||||||||||||
Underwriters [Member] | Minimum [Member] | ||||||||||||||||
Sale of stock consideration received on transaction | 30,000,000 | |||||||||||||||
Underwriters [Member] | Maximum [Member] | ||||||||||||||||
Sale of stock consideration received on transaction | $ 50,000,000 | |||||||||||||||
Impact BioMedical, Inc. [Member] | ||||||||||||||||
Ownership percentage | 55% | |||||||||||||||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Concentration risk, rate | 23% | 14% | ||||||||||||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Concentration risk, rate | 47% | 36% | ||||||||||||||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Concentration risk, rate | 6% | |||||||||||||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||
Concentration risk, rate | 17% | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Anti dilutive securities excluded from computation of EPS | 5,000 | 3,556 | ||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Anti dilutive securities excluded from computation of EPS | 11,930 | |||||||||||||||
Alset EHome International, Inc. [Member] | ||||||||||||||||
Shares issued for convertible debt | 21,366,177 | |||||||||||||||
Unpaid interest | $ 367,000 | |||||||||||||||
Alset International Limited [Member] | ||||||||||||||||
Shares issued for convertible debt | 21,366,177 | |||||||||||||||
American Medical REIT Inc. [Member] | ||||||||||||||||
Debt instrument, face amount | $ 8,350,000 | |||||||||||||||
Unpaid interest | $ 367,000 | |||||||||||||||
Alset EHome [Member] | ||||||||||||||||
Share price | $ 0.34 | $ 0.34 | ||||||||||||||
Sharing Services Global Corp [Member] | ||||||||||||||||
Sale of stock consideration received on transaction | $ 15,000,000 | |||||||||||||||
Pinnacle Bank [Member] | ||||||||||||||||
Debt instrument, face amount | $ 40,200,000 | |||||||||||||||
Sharing Services Global Corp [Member] | ||||||||||||||||
Equity method investment description of principal activities | On December 23, 2021, DSS purchased 50,000,000 shares at $0.06 per share of Sharing Services Global Corporation (“SHRG”) via a private placement. With this purchase, DSS increased its ownership of voting shares from approximately 47% of SHRG to approximately 58%. | |||||||||||||||
Equity method investment ownership percentage | 58% | 47% | ||||||||||||||
Sentinel Brokers LLC [Member] | ||||||||||||||||
Equity method investment ownership percentage | 75% | 24.90% | ||||||||||||||
Consulting Agreement [Member] | Warrant [Member] | ||||||||||||||||
Equity method investment ownership percentage | 65% | |||||||||||||||
Sharing Services Global Corp [Member] | ||||||||||||||||
Stock repurchased during period, shares | 50,000,000 | |||||||||||||||
Share price | $ 0.06 | |||||||||||||||
True Partners Capital Holdings Limited [Member] | ||||||||||||||||
Share price | $ 0.41 | |||||||||||||||
Number of shares issued for acquisition | 62,122,908 | |||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||
Issuance of common stock, net, shares | 3,986,877 | 44,619,423 | ||||||||||||||
Shares issued price per share | $ 0.3810 | |||||||||||||||
Issuance of common stock, net | $ 1,519,000 | $ 17,000,000 | ||||||||||||||
Stock Purchase Agreement [Member] | Alset EHome International, Inc. [Member] | ||||||||||||||||
Issuance of common stock, net, shares | 3,986,877 | 44,619,423 | ||||||||||||||
Shares issued price per share | $ 0.3810 | |||||||||||||||
Issuance of common stock, net | $ 1,519,000 | $ 17,000,000 | ||||||||||||||
Employee stock purchase plans | 3,986,877 | |||||||||||||||
Payments for proceeds from previous acquisition | $ 1,519,000 | |||||||||||||||
Stock Purchase Agreement [Member] | American Pacific Bancorp [Member] | ||||||||||||||||
Investment amount | $ 40,000,200 | |||||||||||||||
Number of shares issued on investment | 6,666,700 | |||||||||||||||
Business acquisition, share price | $ 6 | |||||||||||||||
Stock Purchase Agreement [Member] | American Pacific Bancorp [Member] | Common Class A [Member] | ||||||||||||||||
Common stock par value | $ 0.01 | |||||||||||||||
Stock Purchase Agreement [Member] | Liquid Asset Limited Management Limited [Member] | ||||||||||||||||
Business acquisition, description | Under the terms of this agreement, 4000 shares or 40% of the Company’s subsidiary Liquid Asset Limited Management Limited (“LVAM”), a Hong Kong company was transferred to HR1 whereas at the conclusion of the transaction DFMI would own 60% of LVAM and HR1 would own 40%. LVAM executes within reliable platforms and broad market access and uses proprietary systems and algorithms to trade liquid exchange-traded funds (ETFs), stocks, futures or crypto. Aimed at providing consistent returns while offering the unique ability to liquidate the portfolio within 5 to 10 minutes under normal market conditions, LVAM provides an array of advanced tools and products enabling customers to explore multiple opportunities, strengthen and diversify their portfolios, and meet their individual investing goals. | |||||||||||||||
Consulting Agreement [Member] | Warrant [Member] | ||||||||||||||||
Stock issued during period shares issued for services | 50,000,000 |
Revenue (Details Narrative)
Revenue (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Reserve for doubtful accounts | $ 29,000 | $ 29,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished Goods | $ 5,596,000 | $ 6,779,000 |
Work in Process | 536,000 | 403,000 |
Raw Materials | 1,187,000 | 1,281,000 |
Inventory Gross | 7,319,000 | 8,463,000 |
Less allowance for obsolescence | (57,000) | (742,000) |
Inventory Net | $ 7,262,000 | $ 7,721,000 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Aug. 29, 2022 | Jul. 26, 2022 | May 09, 2022 | Mar. 02, 2022 | Jan. 24, 2022 | Dec. 29, 2021 | Dec. 28, 2021 | Oct. 27, 2021 | Oct. 25, 2021 | Sep. 23, 2021 | May 14, 2021 | Apr. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Feb. 08, 2021 | |
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Notes receivable current | $ 11,422,000 | $ 11,719,000 | $ 12,000,000 | |||||||||||||
Notes receivable | 158,000 | 922,000 | ||||||||||||||
Note 1 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 800,000 | |||||||||||||||
Debt interest rate | 4% | |||||||||||||||
Note 2 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 5,000,000 | |||||||||||||||
Debt interest rate | 6.65% | |||||||||||||||
Maturity date | May 01, 2023 | |||||||||||||||
Debt conversion description | Note 2 contains an optional conversion clause that allows the Company to convert all, or a portion of all, into newly issued member units of Borrower 2 with the maximum principal amount equal to 18% of the total equity position of Borrower 2 at conversion. | |||||||||||||||
Notes receivable current | 5,503,000 | 5,420,000 | ||||||||||||||
Note 3 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 3,500,000 | |||||||||||||||
Debt interest rate | 5.59% | |||||||||||||||
Maturity date | Sep. 22, 2022 | |||||||||||||||
Notes receivable current | 3,751,000 | 3,701,000 | ||||||||||||||
Note 4 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Maturity date | Oct. 25, 2022 | |||||||||||||||
Notes receivable current | 884,000 | 896,000 | ||||||||||||||
Maximum principal borrowing amount | $ 3,000,000 | |||||||||||||||
Debt description | This note contains an optional conversion feature allowing APB to convert the outstanding principal to a 10% membership interest. | |||||||||||||||
Reserve on notes | 896,000 | |||||||||||||||
Note 4 [Member] | Maximum [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||
Note 5 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Debt interest rate | 12.50% | |||||||||||||||
Maturity date | May 15, 2023 | |||||||||||||||
Note 5 [Member] | Promissory Note One [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 250,000 | |||||||||||||||
Notes receivable current | 260,000 | |||||||||||||||
Notes receivable | 252,000 | |||||||||||||||
Note 5 [Member] | Promissory Note Two [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 10,000 | |||||||||||||||
Notes receivable current | 9,300 | |||||||||||||||
Notes receivable | 9,000 | |||||||||||||||
Note 6 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 52,000 | |||||||||||||||
Debt interest rate | 18% | |||||||||||||||
Maturity date | Dec. 31, 2021 | |||||||||||||||
Notes receivable current | 66,000 | 63,000 | ||||||||||||||
Maximum principal borrowing amount | $ 102,000 | |||||||||||||||
Debt description | note was amended in April 2022 to borrow up to $102,000 and extend the maturity date through April 2023 bearing interest rate of 18%. The due date of this loan is currently being re-negotiated. | |||||||||||||||
Note 7 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 700,000 | |||||||||||||||
Debt interest rate | 12% | |||||||||||||||
Maturity date | May 31, 2023 | Dec. 28, 2022 | ||||||||||||||
Notes receivable current | 707,000 | 701,000 | ||||||||||||||
Note 8 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||
Debt interest rate | 6% | |||||||||||||||
Notes receivable | 107,000 | 106,000 | ||||||||||||||
Debt instrument, face amount | January 2024 | |||||||||||||||
Note 9 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 892,500 | |||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Notes receivable current | 376,000 | |||||||||||||||
Debt instrument, face amount | March 2024 | |||||||||||||||
Outstanding principal and interest | 766,000 | |||||||||||||||
Unamortized origination fees | 23,000 | 25,000 | ||||||||||||||
Notes payable | 874,000 | |||||||||||||||
Note 10 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 210,000 | |||||||||||||||
Debt interest rate | 10% | |||||||||||||||
Maturity date | Feb. 09, 2023 | |||||||||||||||
Notes receivable current | 221,000 | |||||||||||||||
Notes payable | 213,000 | |||||||||||||||
Note 11 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 100,000 | |||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Maturity date | Aug. 29, 2025 | |||||||||||||||
Notes receivable | 100,000 | |||||||||||||||
Notes payable | 101,000 | |||||||||||||||
Note 12 [Member] | ||||||||||||||||
Financing Receivable, Modified [Line Items] | ||||||||||||||||
Principal amount | $ 1,000,000 | |||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Maturity date | Jul. 26, 2024 | |||||||||||||||
Outstanding principal and interest | 440,000 | |||||||||||||||
Unamortized origination fees | $ 80,000 | 66,000 | ||||||||||||||
Notes payable | $ 924,000 |
Schedule of Cash and Marketable
Schedule of Cash and Marketable Securities by Significant Investment Category (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | $ 38,268,000 | $ 59,894,000 |
Unrealized Gain/(Loss) | (10,957,000) | (3,659,000) |
Fair Value | 27,311,000 | 46,776,000 |
Cash and Cash Equivalents | 13,732,000 | 19,290,000 |
Marketable Securities | 13,391,000 | 27,307,000 |
Investments | 188,000 | 179,000 |
Fair Value, Inputs, Level 2 [Member] | Convertible Securities [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 1,023,000 | 1,023,000 |
Unrealized Gain/(Loss) | (979,000) | |
Fair Value | 44,000 | 39,000 |
Cash and Cash Equivalents | ||
Marketable Securities | ||
Investments | 44,000 | 39,000 |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 3,318,000 | 3,318,000 |
Unrealized Gain/(Loss) | (3,174,000) | |
Fair Value | 144,000 | 140,000 |
Cash and Cash Equivalents | ||
Marketable Securities | ||
Investments | 144,000 | 140,000 |
Cash [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 13,668,000 | 19,226,000 |
Unrealized Gain/(Loss) | ||
Fair Value | 13,668,000 | 19,226,000 |
Cash and Cash Equivalents | 13,668,000 | 19,226,000 |
Marketable Securities | ||
Investments | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 64,000 | 64,000 |
Unrealized Gain/(Loss) | ||
Fair Value | 64,000 | 64,000 |
Cash and Cash Equivalents | 64,000 | 64,000 |
Marketable Securities | ||
Investments | ||
Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Adjusted Cost | 20,195,000 | 36,263,000 |
Unrealized Gain/(Loss) | (6,804,000) | (3,659,000) |
Fair Value | 13,391,000 | 27,307,000 |
Cash and Cash Equivalents | ||
Marketable Securities | 13,391,000 | 27,307,000 |
Investments |
Schedule of Loan loss reserve (
Schedule of Loan loss reserve (Details) - American Pacific Bancorp [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
General Loan Portfolio Reserve [Member] | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total | $ 145,000 | |
Nonperforming Financial Instruments [Member] | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total | $ 1,041,000 | $ 1,041,000 |
Nonperforming Financial Instruments [Member] | General Loan Portfolio Reserve [Member] | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total | 145,000 | |
Nonperforming Financial Instruments [Member] | Specific Loan Reserves [Member] | ||
Financing Receivable, Credit Quality Indicator [Line Items] | ||
Total | $ 896,000 |
Provision for Credit Losses (De
Provision for Credit Losses (Details Narrative) - American Pacific Bancorp [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
General Loan Portfolio Reserve [Member] | |
Financing Receivable, Past Due [Line Items] | |
Portfolio reserve | $ 145,000 |
Specific Loan Reserves [Member] | Asili LLC [Member] | |
Financing Receivable, Past Due [Line Items] | |
Non accrual loan balance | $ 896,000 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 22, 2021 | Apr. 01, 2021 | Mar. 18, 2021 | Mar. 15, 2021 | Dec. 30, 2020 | Dec. 19, 2020 | Sep. 10, 2020 | Oct. 10, 2019 | Sep. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | |
Unrealized loss on investments | $ (10,957,000) | $ (3,659,000) | |||||||||||
Convertible Debt | 12,000,000 | ||||||||||||
Investments | 188,000 | 179,000 | |||||||||||
Issuance of common stock, net of expenses | $ 1,858,000 | ||||||||||||
Investments equity method | 157,000 | 162,000 | |||||||||||
Proceeds from Issuance of common stock | 1,858,000 | ||||||||||||
Vivacitas Agreement [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 1,000,000 | ||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 1,000,000 | ||||||||||||
Investment ownership percentage | 100% | 100% | |||||||||||
Investment Owned, Cost | $ 4,100,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Issuance of common stock, net of expenses | $ 98,000 | ||||||||||||
Issuance of common stock, net of expenses, shares | 4,881,000 | ||||||||||||
BMI Capital International LLC [Member] | |||||||||||||
Issuance of common stock, net of expenses | $ 100,000 | ||||||||||||
Investments equity method | $ 4,300 | ||||||||||||
Impact Oncology PTE Ltd. [Member] | |||||||||||||
Owners shares | 2,480,000 | ||||||||||||
Options to purchase additional shares | 250,000 | ||||||||||||
Consideration transferred | $ 2,480,000 | ||||||||||||
Stemtech Corporation [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | |||||||||||
Debt Instrument, Maturity Date | Sep. 09, 2024 | ||||||||||||
Investments | $ 1,400,000 | $ 1,400,000 | |||||||||||
Consideration transferred | 1,400,000 | ||||||||||||
[custom:ConvertiblePromissoryNote-0] | $ 1,400,000 | 1,400,000 | |||||||||||
[custom:OriginationFee] | $ 500,000 | ||||||||||||
Stockholders' Equity, Other Shares | 154,173 | ||||||||||||
Warrant | 144,000 | 140,000 | |||||||||||
Convertible note | $ 44,000 | $ 39,000 | |||||||||||
DSS Securities, Inc. [Member] | |||||||||||||
Equity method investment ownership percentage | 14.90% | ||||||||||||
BMI Capital International LLC [Member] | |||||||||||||
Equity method investment ownership percentage | 24.90% | ||||||||||||
BioMed Technologies Asia Pacific Holdings Limited [Member] | |||||||||||||
Equity method investment ownership percentage | 4.99% | ||||||||||||
Issuance of common stock, net of expenses | $ 632,000 | ||||||||||||
Issuance of common stock, net of expenses, shares | 525 | ||||||||||||
Vivacitas Oncology Inc [Member] | Vivacitas Agreement [Member] | |||||||||||||
Equity method investment ownership percentage | 16% | ||||||||||||
Moji Life LLC [Member] | Membership Unit Purchase Agreement [Member] | |||||||||||||
Equity method investment ownership percentage | 30.75% | 30.75% | |||||||||||
Payments to acquire equity method investments | $ 1,537,000 | ||||||||||||
Minimum [Member] | BMI Capital International LLC [Member] | |||||||||||||
Equity method investment ownership percentage | 20% | ||||||||||||
Alset International Limited [Member] | |||||||||||||
Owners shares | 127,179,291 | 127,179,291 | |||||||||||
Outstanding share percentage | 4% | ||||||||||||
Marketable securities | $ 2,289,000 | $ 3,319,000 | |||||||||||
Unrealized loss on investments | 1,156,000 | 1,590,000 | |||||||||||
Alset International Limited [Member] | Executive Director And Chief Executive Officer [Member]. | |||||||||||||
Unrealized loss on investments | 1,156,000 | $ 305,000 | |||||||||||
Century TBD Holdings, LLC [Member] | |||||||||||||
Convertible Debt | $ 500,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||||||||||
Debt Instrument, Maturity Date | Oct. 09, 2021 | ||||||||||||
Century TBD Holdings, LLC [Member] | Maximum [Member] | |||||||||||||
Convertible Debt | $ 500,000 | ||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 19.80% | ||||||||||||
West Park Capital Inc [Member] | |||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 7.50% | ||||||||||||
Investments | $ 500,000 | $ 500,000 | |||||||||||
DSS Securities, Inc. [Member] | |||||||||||||
Issuance of common stock, net of expenses | $ 100,000 | ||||||||||||
Outstanding membership interest | 10% | ||||||||||||
Vivacitas Oncology Inc [Member] | |||||||||||||
Options to purchase additional shares | 1,500,000 | ||||||||||||
Shares issued, price per share | $ 1 | ||||||||||||
Additional price per share | $ 1 | ||||||||||||
Proceeds from Issuance of common stock | $ 500,000 | ||||||||||||
Consideration transferred | $ 120,000 | ||||||||||||
Sale of stock, description | the Company entered into an additional stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacities wished to employ the service of the Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas shall issue to the Company, the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $1.00 per share shall be $120,000 to be paid in twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022 | ||||||||||||
Share Price | $ 1 | ||||||||||||
Vivacitas Oncology Inc [Member] | Common Stock [Member] | |||||||||||||
Options to purchase additional shares | 500,000 |
Schedule of Business Acquisitio
Schedule of Business Acquisition, Pro Forma Information (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenue | $ | $ 49,076,804 |
Net loss | $ | $ (61,680,088) |
Basic loss per share | $ / shares | $ (0.55) |
Diluted loss per share | $ / shares | $ (0.55) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Sep. 30, 2021 | May 13, 2021 | Mar. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||
Investments | $ 188,000 | $ 179,000 | ||
Sentinel Brokers Company Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchae price | $ 300,000 | |||
Contribution of capital | $ 750,000 | |||
Investments | $ 1,050,000 | |||
Sentinel Brokers Company Inc [Member] | Common Class A [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage of outstanding common stock | 50.10% | |||
American Pacific Bancorp [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 3,977,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 344,000 | |||
Fixed assets | $ 1,000 | |||
Sentinel Brokers Company Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Ownership percent | 24.90% | 75% |
Schedule of Notes Payable and L
Schedule of Notes Payable and Long-term Debt (Details) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 43,275,000 |
2024 | 3,801,000 |
2025 | 858,000 |
2026 | 901,000 |
2027 | 947,000 |
Thereafter | $ 4,769,000 |
Short-Term and Long-Term Debt_2
Short-Term and Long-Term Debt (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
May 17, 2022 USD ($) shares | Mar. 17, 2022 USD ($) | Nov. 02, 2021 USD ($) | Oct. 27, 2021 USD ($) | Oct. 13, 2021 USD ($) | Aug. 01, 2021 USD ($) | Mar. 16, 2021 USD ($) | Nov. 30, 2021 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Mar. 30, 2023 USD ($) | Dec. 31, 2021 USD ($) | Aug. 01, 2021 USD ($) | Aug. 01, 2021 a | Aug. 01, 2021 ft² | Aug. 01, 2021 | May 20, 2021 USD ($) | Mar. 02, 2020 USD ($) $ / shares | |
Short-Term Debt [Line Items] | |||||||||||||||||||
Long term debt current | $ 48,773,000 | $ 47,161,000 | |||||||||||||||||
Payments to acquire assets | 594,000 | $ 942,000 | |||||||||||||||||
Interest expense | 249,000 | $ 802,000 | |||||||||||||||||
BMIC Loan [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 3,000,000 | 512,000 | 3,000,000 | ||||||||||||||||
Maturity date | Oct. 12, 2022 | ||||||||||||||||||
Wilson Loan [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 3,000,000 | 1,997,000 | 3,000,000 | ||||||||||||||||
Maturity date | Oct. 12, 2022 | ||||||||||||||||||
Interest expense | 8,000 | ||||||||||||||||||
Security Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 790,000 | ||||||||||||||||||
Principal interest percentage | 7.44% | ||||||||||||||||||
Interest Expense, Debt | 14,000 | ||||||||||||||||||
American Medical REIT Inc. [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 8,350,000 | ||||||||||||||||||
Principal interest percentage | 1% | ||||||||||||||||||
Proceeds from Paycheck Protection Program | $ 110,000 | ||||||||||||||||||
Long term debt | $ 111,000 | ||||||||||||||||||
Premier Packaging Bank Of America NA [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | 3,290,000 | $ 3,406,000 | |||||||||||||||||
Principal interest percentage | 4.63% | ||||||||||||||||||
Long term debt | 2,810,000 | ||||||||||||||||||
Debt Financing Amount | $ 3,710,000 | ||||||||||||||||||
Long term debt current | 479,000 | ||||||||||||||||||
AMRE Shelton LLC [Member] | Loan Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 6,155,000 | ||||||||||||||||||
Principal interest percentage | 4.25% | ||||||||||||||||||
Long term debt | 4,790,000 | ||||||||||||||||||
Long term debt current | 183,000 | 5,105,000 | |||||||||||||||||
Debt instrument description | The interest will be adjusted commencing on July 1, 2026 and continuing for the next succeeding 5 year period shall be determined one month prior to the change date and shall be an interest rate equal to two hundred fifty (250) basis points above the Federal Home Loan Bank Boston 5-Year/25-Year amortizing advance rate, but in no event less than 4.25% for the term of 120 months | ||||||||||||||||||
Debt Instrument, Periodic Payment Terms, Balloon Payment to be Paid | $ 2,829,000 | ||||||||||||||||||
Debt effective interest rate percentage | 4.25% | ||||||||||||||||||
Area of Land | 13.62 | 40,000 | |||||||||||||||||
Payments to acquire assets | 6,727,000 | ||||||||||||||||||
Payments to intangible assets | $ 585,000 | ||||||||||||||||||
Debt issuance costs | 17,500 | ||||||||||||||||||
AMRE Shelton LLC [Member] | Loan Agreement [Member] | Facility [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | 4,640,000 | ||||||||||||||||||
AMRE Shelton LLC [Member] | Loan Agreement [Member] | Land [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | 1,600,000 | ||||||||||||||||||
AMRE Shelton LLC [Member] | Loan Agreement [Member] | Tenant Improvements [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | $ 325,000 | ||||||||||||||||||
AMRE Shelton LLC [Member] | Loan Agreement [Member] | Other Intangible Assets [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Estimated useful life | 3 years | ||||||||||||||||||
HWH World Inc. [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 52,000 | $ 66,000 | $ 63,000 | ||||||||||||||||
Principal interest percentage | 18% | ||||||||||||||||||
Maturity date | Dec. 31, 2021 | ||||||||||||||||||
Pinnacle Bank [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 40,200,000 | ||||||||||||||||||
Pinnacle Bank [Member] | LifeCare Agreement [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 40,300,000 | 40,486,000 | 40,193,000 | ||||||||||||||||
Debt instrument description | The LifeCare Agreement calls for the principal amount of the in equal, consecutive monthly installments based upon a twenty-five (25) year amortization of the original principal amount of the LifeCare Agreement at an initial rate of interest equal to the interest rate determined in accordance as of July 29, 2022 provided, however, such rate of interest shall not be less than 4.28%, with the first such installment being payable on August 29, 2022 and subsequent installments being payable on the first day of each succeeding month thereafter until the maturity date, at which time any outstanding principal and interest is due in ful | ||||||||||||||||||
Debt effective interest rate percentage | 8.46% | ||||||||||||||||||
Payments to acquire assets | 52,407,000 | ||||||||||||||||||
Payments to intangible assets | $ 15,901,000 | ||||||||||||||||||
Debt issuance costs | 270,000 | 270,000 | |||||||||||||||||
Maturity date | Nov. 02, 2023 | ||||||||||||||||||
Purchase price | $ 62,000,000 | ||||||||||||||||||
Interest expense | 297,000 | $ 156,000 | |||||||||||||||||
Pinnacle Bank [Member] | LifeCare Agreement [Member] | Extended Maturity [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Maturity date | Nov. 02, 2024 | ||||||||||||||||||
Pinnacle Bank [Member] | LifeCare Agreement [Member] | Minimum [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Estimated useful life | 1 year | ||||||||||||||||||
Pinnacle Bank [Member] | LifeCare Agreement [Member] | Maximum [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Estimated useful life | 11 years | ||||||||||||||||||
Pinnacle Bank [Member] | LifeCare Agreement [Member] | Facility [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | $ 32,100,000 | ||||||||||||||||||
Pinnacle Bank [Member] | LifeCare Agreement [Member] | Land [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | 12,100,000 | ||||||||||||||||||
Pinnacle Bank [Member] | LifeCare Agreement [Member] | Site Improvements [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | $ 1,500,000 | ||||||||||||||||||
Unsecured Promissory Note [Member] | American Medical REIT Inc. [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 200,000 | ||||||||||||||||||
Principal interest percentage | 8% | ||||||||||||||||||
Class of warrant exercise price per share | $ / shares | $ 5 | ||||||||||||||||||
Warrants and rights outstanding | $ 200,000 | ||||||||||||||||||
Alset Note [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 8,350,000 | $ 8,350,000 | 8,350,000 | 8,469,000 | |||||||||||||||
Principal interest percentage | 8% | ||||||||||||||||||
Long term debt | 8,805,000 | ||||||||||||||||||
Interest expense | 286,000 | 338,000 | |||||||||||||||||
Debt instrument, maturity date description | matures in December 2023 | ||||||||||||||||||
Shares issued for convertible debt | shares | 21,366,177 | ||||||||||||||||||
Accrued unpaid interest | $ 367,400 | 119,000 | |||||||||||||||||
Pinnacle Loan [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 2,990,000 | 69,000 | |||||||||||||||||
Principal interest percentage | 4.28% | ||||||||||||||||||
Payments to acquire assets | 4,450,000 | ||||||||||||||||||
Payments to intangible assets | $ 29,000 | ||||||||||||||||||
Estimated useful life | 5 years | ||||||||||||||||||
Debt issuance costs | $ 2,982,000 | ||||||||||||||||||
Maturity date | Mar. 07, 2024 | ||||||||||||||||||
Purchase price | $ 4,500,000 | ||||||||||||||||||
Interest expense | $ 23,000 | $ 5,000 | |||||||||||||||||
Debt instrument term | 25 years | ||||||||||||||||||
Pinnacle Loan [Member] | Facility [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | $ 3,200,000 | ||||||||||||||||||
Pinnacle Loan [Member] | Land [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | 1,000,000 | ||||||||||||||||||
Pinnacle Loan [Member] | Site and Tenant Improvements [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Payments to acquire assets | $ 222,000 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Lease Liability | ||
2023 | $ 941,000 | |
2024 | 1,050,000 | |
2025 | 906,000 | |
2026 | 899,000 | |
2027 | 916,000 | |
2028 | 935,000 | |
2029 | 954,000 | |
After | 4,015,000 | |
Total lease payments | 10,616,000 | |
Less: Imputed Interest | (2,043,000) | |
Present value of remaining lease payments | 8,573,000 | |
Current | 800,000 | $ 796,000 |
Noncurrent | $ 7,773,000 | $ 7,820,000 |
Weighted-average remaining lease term (years) | 14 years 3 months 18 days | |
Weighted-average discount rate | 4.30% |
Lease Liability (Details Narrat
Lease Liability (Details Narrative) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Minimum [Member] | |
Operating lease payment | $ 61,000 |
Maximum [Member] | |
Operating lease payment | $ 78,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - License Agreement [Member] - Bio Medical [Member] | Mar. 19, 2022 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Loss contingency allegations | In exchange, the Licensee shall pay the Company a royalty of 5.5% of net sales. Under the terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50% of the development costs provided that the development costs shall not exceed $1,250,000. As of March 31, 2023 and December 31, 2022, no liability has been recorded in relation to the Equivir License as development of the Equivir technology has not begun and no reasonable amount can be estimated |
Research and development expense | $ 1,250,000 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
May 25, 2022 | May 17, 2022 | May 05, 2022 | Mar. 10, 2022 | Mar. 09, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 18, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares of common stock, value | $ 1,858,000 | ||||||||
Stock Issued During Period, Shares, Acquisitions | 17,570,948 | ||||||||
Stock based compensation | $ 4,000 | ||||||||
True Partners Capital Holdings Limited [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 62,122,908 | ||||||||
Share Price | $ 0.41 | ||||||||
Alset EHome International, Inc. [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Shares issued for convertible debt | 21,366,177 | ||||||||
Shares issued for convertible debt, value | $ 8,350,000 | ||||||||
Accrued unpaid interest | $ 367,000 | ||||||||
Stock Purchase Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares of common stock | 3,986,877 | 44,619,423 | |||||||
Issued price per share | $ 0.3810 | ||||||||
Number of shares of common stock, value | $ 1,519,000 | $ 17,000,000 | |||||||
Stock Purchase Agreement [Member] | Alset EHome International, Inc. [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares of common stock | 3,986,877 | 44,619,423 | |||||||
Issued price per share | $ 0.3810 | ||||||||
Number of shares of common stock, value | $ 1,519,000 | $ 17,000,000 | |||||||
Employment Agreement [Member] | Heng Fai Ambrose Chan [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares of common stock | 15,389,995 | 894,084 | |||||||
Number of shares of common stock, value | $ 5,848,000 | $ 340,000 | |||||||
Employment Agreement [Member] | Frank Heuszel [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Number of shares of common stock | 63,205 | ||||||||
Number of shares of common stock, value | $ 29,000 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 249,000 | $ 1,378,000 |
Schedule of Operations by Repor
Schedule of Operations by Reportable Segment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 11,926,000 | $ 12,304,000 |
Depreciation and amortization | 1,334,000 | 3,266,000 |
Interest expense | 249,000 | 802,000 |
Interest Income | 130,000 | |
Net income (loss) from continuing operations | (8,633,000) | (8,951,000) |
Capital expenditures | 594,000 | 942,000 |
Identifiable assets | 226,750,000 | 281,859,000 |
Stock based compensation | 4,000 | |
Operating Segments [Member] | Product Packaging [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 6,130,000 | 3,569,000 |
Depreciation and amortization | 188,000 | 180,000 |
Interest expense | 39,000 | 24,000 |
Interest Income | ||
Net income (loss) from continuing operations | 696,000 | (42,000) |
Capital expenditures | 576,000 | 923,000 |
Identifiable assets | 25,217,000 | 23,371,000 |
Stock based compensation | 1,000 | |
Operating Segments [Member] | Commercial Banking [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 117,000 | 129,000 |
Depreciation and amortization | ||
Interest expense | ||
Interest Income | ||
Net income (loss) from continuing operations | (564,000) | 181,000 |
Capital expenditures | ||
Identifiable assets | 43,133,000 | 57,259,000 |
Stock based compensation | ||
Operating Segments [Member] | Direct Marketing Online Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3,994,000 | 6,932,000 |
Depreciation and amortization | 46,000 | 48,000 |
Interest expense | 687,000 | |
Interest Income | 4,000 | |
Net income (loss) from continuing operations | (3,187,000) | (4,486,000) |
Capital expenditures | (15,000) | 2,000 |
Identifiable assets | 20,539,000 | 45,788,000 |
Stock based compensation | ||
Operating Segments [Member] | Biotechnology [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Depreciation and amortization | 298,000 | 278,000 |
Interest expense | ||
Interest Income | 94,000 | |
Net income (loss) from continuing operations | (848,000) | (616,000) |
Capital expenditures | 5,000 | |
Identifiable assets | 52,983,000 | 56,276,000 |
Stock based compensation | ||
Operating Segments [Member] | Securities [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,685,000 | 1,674,000 |
Depreciation and amortization | 743,000 | 2,685,000 |
Interest expense | 210,000 | 801,000 |
Interest Income | 32,000 | |
Net income (loss) from continuing operations | (2,028,000) | (2,508,000) |
Capital expenditures | 28,000 | 13,000 |
Identifiable assets | 76,003,000 | 85,178,000 |
Stock based compensation | ||
Operating Segments [Member] | Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | ||
Depreciation and amortization | 58,000 | 74,000 |
Interest expense | ||
Interest Income | ||
Net income (loss) from continuing operations | (2,702,000) | (1,480,000) |
Capital expenditures | 4,000 | |
Identifiable assets | $ 8,875,000 | 13,987,000 |
Stock based compensation | $ 3,000 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total Printed Products | $ 6,130,000 | $ 3,569,000 |
Direct Marketing | 3,994,000 | 6,932,000 |
Total Rental Income | 1,685,000 | 1,663,000 |
Total Management fee income | 11,000 | |
Total Net Investment Income | 117,000 | 129,000 |
Packaging Printing and Fabrication [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 5,865,000 | 3,516,000 |
Commercial and Security Printing [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Printed Products | 265,000 | 53,000 |
Direct Marketing Internet Sales [Member] | ||
Segment Reporting Information [Line Items] | ||
Direct Marketing | 3,994,000 | 6,932,000 |
Rental Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Rental Income | 1,685,000 | 1,663,000 |
Management Fee Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Management fee income | 11,000 | |
Net Investment Income [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net Investment Income | $ 117,000 | $ 129,000 |
Segment Information (Details Na
Segment Information (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 5 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Aug. 09, 2022 | May 17, 2022 | Mar. 09, 2022 | Feb. 28, 2022 | Oct. 13, 2021 | Mar. 18, 2021 | Oct. 31, 2017 | Nov. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jul. 02, 2022 | Jul. 01, 2022 | Feb. 18, 2022 | Mar. 16, 2021 | Mar. 02, 2020 | |
Unrealized loss on investment | $ (10,957,000) | $ (3,659,000) | ||||||||||||||
Debt instrument, face amount | 249,000 | $ 802,000 | ||||||||||||||
Issuance of common stock, net of expenses | 1,858,000 | |||||||||||||||
Number of shares issued for acquisition | 17,570,948 | |||||||||||||||
BMIC Loan [Member] | ||||||||||||||||
Principal amount | $ 3,000,000 | 512,000 | 3,000,000 | |||||||||||||
Debt instrument maturity date | Oct. 12, 2022 | |||||||||||||||
Wilson Loan [Member] | ||||||||||||||||
Principal amount | $ 3,000,000 | 1,997,000 | 3,000,000 | |||||||||||||
Debt instrument maturity date | Oct. 12, 2022 | |||||||||||||||
Debt instrument, face amount | 8,000 | |||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||
Number of shares of common stock | 3,986,877 | 44,619,423 | ||||||||||||||
Issued price per share | $ 0.3810 | |||||||||||||||
Issuance of common stock, net of expenses | $ 1,519,000 | $ 17,000,000 | ||||||||||||||
Impact Oncology PTE Ltd. [Member] | ||||||||||||||||
Investment owned balance shares | 2,480,000 | |||||||||||||||
Consideration transferred | $ 2,480,000 | |||||||||||||||
Options to purchase additional shares | 250,000 | |||||||||||||||
True Partners Capital Holdings Limited [Member] | ||||||||||||||||
Number of shares issued for acquisition | 62,122,908 | |||||||||||||||
Share price | $ 0.41 | |||||||||||||||
Alset Note [Member] | ||||||||||||||||
Principal amount | $ 8,350,000 | $ 8,350,000 | 8,350,000 | $ 8,469,000 | ||||||||||||
Debt interest rate | 8% | |||||||||||||||
Debt instrument, face amount | 286,000 | $ 338,000 | ||||||||||||||
Debt instrument maturity date, description | matures in December 2023 | |||||||||||||||
Shares issued for convertible debt | 21,366,177 | |||||||||||||||
Accrued unpaid interest | $ 367,400 | $ 119,000 | ||||||||||||||
Alset International Limited [Member] | ||||||||||||||||
Investment owned balance shares | 127,179,291 | 127,179,291 | ||||||||||||||
Warrants percentage | 4% | |||||||||||||||
Marketable securities | $ 2,289,000 | $ 3,319,000 | ||||||||||||||
Unrealized loss on investment | $ 1,156,000 | $ 1,590,000 | ||||||||||||||
Shares issued for convertible debt | 21,366,177 | |||||||||||||||
American Medical REIT Inc. [Member] | ||||||||||||||||
Principal amount | $ 8,350,000 | |||||||||||||||
Debt interest rate | 1% | |||||||||||||||
American Medical REIT Inc. [Member] | Unsecured Promissory Note [Member] | ||||||||||||||||
Principal amount | $ 200,000 | |||||||||||||||
Debt interest rate | 8% | |||||||||||||||
Exercise price of warrants | $ 5 | |||||||||||||||
Warrants and rights outstanding | $ 200,000 | |||||||||||||||
HWH International Inc [Member] | ||||||||||||||||
Principal amount | $ 50,000 | |||||||||||||||
Issued price per share | $ 0.15 | |||||||||||||||
Conversion of stock | 333,333 | |||||||||||||||
Warrants to purchase | 333,333 | |||||||||||||||
Cancelleation of warrants and notes | $ 78,635.62 | |||||||||||||||
Alset EHome [Member] | ||||||||||||||||
Share price | $ 0.34 | $ 0.34 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | |||
May 05, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | May 04, 2023 | |
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 1,858,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Common Stock | $ 280,000,000 | |||
Subsequent Event [Member] | S H R G [Member] | ||||
Subsequent Event [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 7% |