Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | 1847 HOLDINGS LLC | |
Trading Symbol | EFSH | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 3,167,149 | |
Amendment Flag | false | |
Entity Central Index Key | 0001599407 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41368 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 38-3922937 | |
Entity Address, Address Line One | 590 Madison Avenue | |
Entity Address, Address Line Two | 21st Floor | |
Entity Address, State or Province | NY | |
Entity Address, City or Town | NY | |
Entity Address, Postal Zip Code | 10022 | |
City Area Code | (212) | |
Local Phone Number | 417-9800 | |
Title of 12(b) Security | Common Shares | |
Security Exchange Name | NYSEAMER | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 2,056,751 | $ 1,079,355 |
Investments | 277,816 | 277,310 |
Receivables, net | 7,767,629 | 5,215,568 |
Contract assets | 34,211 | 89,574 |
Inventories, net | 13,957,173 | 4,184,019 |
Prepaid expenses and other current assets | 1,274,079 | 379,875 |
Total Current Assets | 25,367,659 | 11,225,701 |
Property and equipment, net | 2,211,600 | 1,885,206 |
Operating lease right-of-use assets | 4,310,916 | 2,854,196 |
Long-term deposits | 153,735 | 82,197 |
Intangible assets, net | 9,199,053 | 9,985,129 |
Goodwill | 19,452,270 | 19,452,270 |
TOTAL ASSETS | 60,695,233 | 45,484,699 |
Current Liabilities | ||
Accounts payable and accrued expenses | 13,816,421 | 6,741,769 |
Contract liabilities | 1,905,590 | 2,353,295 |
Customer deposits | 2,565,877 | 3,059,658 |
Current portion of operating lease liabilities | 1,075,151 | 713,100 |
Current portion of finance lease liabilities | 182,384 | 185,718 |
Current portion of notes payable, net | 1,877,409 | 551,210 |
Current portion of convertible notes payable, net | 1,447,427 | |
Derivative liabilities | 1,322,624 | |
Total Current Liabilities | 24,749,424 | 14,161,291 |
Operating lease liabilities, net of current portion | 3,366,728 | 2,237,797 |
Finance lease liabilities, net of current portion | 649,186 | 784,148 |
Notes payable, net of current portion | 303,498 | 144,830 |
Convertible notes payable, net | 25,245,621 | 24,667,799 |
Revolving line of credit, net | 3,311,558 | |
Deferred tax liability, net | 584,000 | 599,000 |
TOTAL LIABILITIES | 58,210,015 | 42,594,865 |
Shareholders’ Equity | ||
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 1,000 | 1,000 |
Common shares, $0.001 par value, 500,000,000 shares authorized; 3,088,319 and 174,249 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 3,088 | 174 |
Distribution receivable | (2,000,000) | (2,000,000) |
Additional paid-in capital | 57,312,780 | 43,966,511 |
Accumulated deficit | (53,255,900) | (41,919,277) |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY | 2,491,844 | 2,601,335 |
NON-CONTROLLING INTERESTS | (6,626) | 288,499 |
TOTAL SHAREHOLDERS’ EQUITY | 2,485,218 | 2,889,834 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 60,695,233 | 45,484,699 |
Series A Senior Convertible Preferred Shares | ||
Shareholders’ Equity | ||
Senior convertible preferred shares, value | 190,377 | 1,338,746 |
Series B Senior Convertible Preferred Shares | ||
Shareholders’ Equity | ||
Senior convertible preferred shares, value | 240,499 | 1,214,181 |
Related Party | ||
Current Liabilities | ||
Due to related parties | 193,762 | 193,762 |
Related party note payable | $ 362,779 | $ 362,779 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Allocation shares, authorized | 1,000 | 1,000 |
Common shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 3,088,319 | 174,249 |
Common shares, shares outstanding | 3,088,319 | 174,249 |
Series A Senior Convertible Preferred Shares | ||
Senior convertible preferred shares, par value (in Dollars per share) | ||
Senior convertible preferred shares, shares designated | 4,450,460 | 4,450,460 |
Senior convertible preferred shares, shares issued | 226,667 | 1,593,940 |
Senior convertible preferred shares, shares outstanding | 226,667 | 1,593,940 |
Series B Senior Convertible Preferred Shares | ||
Senior convertible preferred shares, par value (in Dollars per share) | ||
Senior convertible preferred shares, shares designated | 583,334 | 583,334 |
Senior convertible preferred shares, shares issued | 91,567 | 464,899 |
Senior convertible preferred shares, shares outstanding | 91,567 | 464,899 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 18,777,921 | $ 14,472,361 | $ 53,572,198 | $ 39,437,482 |
Operating Expenses | ||||
Cost of sales | 10,737,174 | 9,596,387 | 32,774,377 | 25,109,863 |
Personnel | 4,006,639 | 3,365,592 | 9,960,863 | 7,159,442 |
Depreciation and amortization | 625,967 | 516,414 | 1,818,373 | 1,526,759 |
General and administrative | 4,195,261 | 2,505,571 | 10,715,638 | 6,737,782 |
Total Operating Expenses | 19,565,041 | 15,983,964 | 55,269,251 | 40,533,846 |
LOSS FROM OPERATIONS | (787,120) | (1,511,603) | (1,697,053) | (1,096,364) |
Other Income (Expense) | ||||
Other income (expense) | (187,200) | 2,756 | (135,232) | 3,431 |
Interest expense | (5,704,169) | (1,875,757) | (9,747,299) | (3,714,623) |
Gain on disposal of property and equipment | 18,026 | 15,614 | 18,026 | 47,690 |
Loss on extinguishment of debt | (2,039,815) | (2,039,815) | ||
Loss on change in fair value of warrant liability | (27,900) | (27,900) | ||
Gain on change in fair value of derivative liabilities | 425,977 | 425,977 | ||
Loss on write-down of contingent note payable | (158,817) | (158,817) | ||
Gain on bargain purchase | 2,639,861 | |||
Total Other Expense | (5,475,266) | (4,056,019) | (6,826,567) | (5,862,134) |
NET LOSS BEFORE INCOME TAXES | (6,262,386) | (5,567,622) | (8,523,620) | (6,958,498) |
INCOME TAX BENEFIT (EXPENSE) | 403,314 | 1,095,000 | (258,007) | 1,411,000 |
NET LOSS | (5,859,072) | (4,472,622) | (8,781,627) | (5,547,498) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (30,767) | (399,106) | (295,125) | (456,500) |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS | (5,828,305) | (4,073,516) | (8,486,502) | (5,090,998) |
PREFERRED SHARE DIVIDENDS | (125,029) | (353,816) | (453,121) | (697,312) |
DEEMED DIVIDENDS | (28,000) | (9,012,730) | (2,397,000) | (9,012,730) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (5,981,334) | $ (13,440,062) | $ (11,336,623) | $ (14,801,040) |
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - BASIC AND DILUTED (in Dollars per share) | $ (3.01) | $ (103.16) | $ (14.01) | $ (175.44) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED (in Shares) | 1,987,394 | 130,281 | 809,417 | 84,367 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - DILUTED | $ (3.01) | $ (103.16) | $ (14.01) | $ (175.44) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - DILUTED | 1,987,394 | 130,281 | 809,417 | 84,367 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) - USD ($) | Series A Senior Convertible Preferred Shares | Series B Senior Convertible Preferred Shares | Allocation Shares | Common Shares | Distribution Receivable | Additional Paid-In Capital | Accumulated Deficit | Non- Controlling Interests | Total |
Balance at Dec. 31, 2021 | $ 59 | $ (2,000,000) | $ 21,724,194 | $ (20,754,394) | $ 930,812 | $ (98,329) | |||
Balance (in Shares) at Dec. 31, 2021 | 1,000 | 59,519 | |||||||
Issuance of common shares upon conversion of series A senior convertible preferred shares | $ 2 | 111,984 | 111,986 | ||||||
Issuance of common shares upon conversion of series A senior convertible preferred shares (in Shares) | 1,524 | ||||||||
Issuance of series B senior convertible preferred shares and warrants | 152,350 | 152,350 | |||||||
Dividends - common shares | (249,762) | (249,762) | |||||||
Dividends - series A senior convertible preferred shares | (121,455) | (121,455) | |||||||
Dividends - series B senior convertible preferred shares | (13,760) | (13,760) | |||||||
Net income (loss) | (873,030) | (54,178) | (927,208) | ||||||
Balance at Mar. 31, 2022 | $ 61 | (2,000,000) | 21,988,528 | (22,012,401) | 876,634 | (1,146,178) | |||
Balance (in Shares) at Mar. 31, 2022 | 1,000 | 61,043 | |||||||
Balance at Dec. 31, 2021 | $ 59 | (2,000,000) | 21,724,194 | (20,754,394) | 930,812 | (98,329) | |||
Balance (in Shares) at Dec. 31, 2021 | 1,000 | 59,519 | |||||||
Extinguishment of warrant liability upon exercise of prefunded warrants | |||||||||
Net income (loss) | (5,547,498) | ||||||||
Balance at Sep. 30, 2022 | $ 1,338,746 | $ 1,214,181 | $ 174 | (2,000,000) | 43,966,511 | (36,648,788) | 474,312 | 8,346,136 | |
Balance (in Shares) at Sep. 30, 2022 | 1,593,940 | 464,899 | 1,000 | 174,249 | |||||
Balance at Mar. 31, 2022 | $ 61 | (2,000,000) | 21,988,528 | (22,012,401) | 876,634 | (1,146,178) | |||
Balance (in Shares) at Mar. 31, 2022 | 1,000 | 61,043 | |||||||
Issuance of series B senior convertible preferred shares and warrants | 19,700 | 19,700 | |||||||
Dividends - series A senior convertible preferred shares | (159,298) | (159,298) | |||||||
Dividends - series B senior convertible preferred shares | (48,983) | (48,983) | |||||||
Net income (loss) | (144,452) | (3,216) | (147,668) | ||||||
Balance at Jun. 30, 2022 | $ 61 | (2,000,000) | 22,008,228 | (22,365,134) | 873,418 | (1,482,427) | |||
Balance (in Shares) at Jun. 30, 2022 | 1,000 | 61,043 | |||||||
Issuance of common shares upon cashless exercise of warrants | $ 5 | (5) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 5,067 | ||||||||
Deemed dividend from down round provision in warrants | 9,012,730 | (9,012,730) | |||||||
Issuance of warrants in connection with notes payable | 402,650 | 402,650 | |||||||
Issuance of common shares upon partial extinguishment of convertible notes payable | $ 32 | 4,639,968 | 4,640,000 | ||||||
Issuance of common shares upon partial extinguishment of convertible notes payable (in Shares) | 32,000 | ||||||||
Issuance of common shares upon partial extinguishment of contingent note payable | $ 8 | 1,100,919 | 1,100,927 | ||||||
Issuance of common shares upon partial extinguishment of contingent note payable (in Shares) | 7,593 | ||||||||
Issuance of common shares upon settlement of debt | $ 11 | 1,653,378 | 1,653,389 | ||||||
Issuance of common shares upon settlement of debt (in Shares) | 11,403 | ||||||||
Issuance of common shares and warrants in connection with a public offering | $ 57 | 5,148,643 | 5,148,700 | ||||||
Issuance of common shares and warrants in connection with a public offering (in Shares) | 57,143 | ||||||||
Reclassification of preferred shares from mezzanine equity to permanent equity | $ 1,415,100 | $ 1,257,650 | 2,672,750 | ||||||
Reclassification of preferred shares from mezzanine equity to permanent equity (in Shares) | 1,684,849 | 481,566 | |||||||
Redemption of series A senior convertible preferred shares | $ (76,354) | (132,737) | (209,091) | ||||||
Redemption of series A senior convertible preferred shares (in Shares) | (90,909) | ||||||||
Redemption of series B senior convertible preferred shares | $ (43,469) | (14,032) | (57,501) | ||||||
Redemption of series B senior convertible preferred shares (in Shares) | (16,667) | ||||||||
Dividends - common shares | (843,592) | (843,592) | |||||||
Dividends - series A senior convertible preferred shares | (156,738) | (156,738) | |||||||
Dividends - series B senior convertible preferred shares | (50,309) | (50,309) | |||||||
Net income (loss) | (4,073,516) | (399,106) | (4,472,622) | ||||||
Balance at Sep. 30, 2022 | $ 1,338,746 | $ 1,214,181 | $ 174 | (2,000,000) | 43,966,511 | (36,648,788) | 474,312 | 8,346,136 | |
Balance (in Shares) at Sep. 30, 2022 | 1,593,940 | 464,899 | 1,000 | 174,249 | |||||
Balance at Dec. 31, 2022 | $ 1,338,746 | $ 1,214,181 | $ 174 | (2,000,000) | 43,966,511 | (41,919,277) | 288,499 | 2,889,834 | |
Balance (in Shares) at Dec. 31, 2022 | 1,593,940 | 464,899 | 1,000 | 174,249 | |||||
Issuance of common shares upon settlement of accrued series A preferred share dividends | $ 4 | 152,664 | 152,668 | ||||||
Issuance of common shares upon settlement of accrued series A preferred share dividends (in Shares) | 3,981 | ||||||||
Issuance of common shares and warrants in connection with a private debt offering | $ 17 | 1,360,345 | 1,360,362 | ||||||
Issuance of common shares and warrants in connection with a private debt offering (in Shares) | 16,625 | ||||||||
Issuance of common shares upon cashless exercise of warrants | $ 2 | (2) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 2,456 | ||||||||
Deemed dividend from issuance of warrants to common shareholders | 618,000 | (618,000) | |||||||
Deemed dividend from down round provision in warrants | 1,217,000 | (1,217,000) | |||||||
Dividends - series A senior convertible preferred shares | (110,045) | (110,045) | |||||||
Dividends - series B senior convertible preferred shares | (52,820) | (52,820) | |||||||
Net income (loss) | 1,112,534 | (65,053) | 1,047,481 | ||||||
Balance at Mar. 31, 2023 | $ 1,338,746 | $ 1,214,181 | $ 197 | (2,000,000) | 47,314,518 | (42,804,608) | 223,446 | 5,287,480 | |
Balance (in Shares) at Mar. 31, 2023 | 1,593,940 | 464,899 | 1,000 | 197,311 | |||||
Balance at Dec. 31, 2022 | $ 1,338,746 | $ 1,214,181 | $ 174 | (2,000,000) | 43,966,511 | (41,919,277) | 288,499 | 2,889,834 | |
Balance (in Shares) at Dec. 31, 2022 | 1,593,940 | 464,899 | 1,000 | 174,249 | |||||
Extinguishment of warrant liability upon exercise of prefunded warrants | 1,184,200 | ||||||||
Net income (loss) | (8,781,627) | ||||||||
Balance at Sep. 30, 2023 | $ 190,377 | $ 240,499 | $ 3,088 | (2,000,000) | 57,312,780 | (53,255,900) | (6,626) | 2,485,218 | |
Balance (in Shares) at Sep. 30, 2023 | 226,667 | 91,567 | 1,000 | 3,088,319 | |||||
Balance at Mar. 31, 2023 | $ 1,338,746 | $ 1,214,181 | $ 197 | (2,000,000) | 47,314,518 | (42,804,608) | 223,446 | 5,287,480 | |
Balance (in Shares) at Mar. 31, 2023 | 1,593,940 | 464,899 | 1,000 | 197,311 | |||||
Issuance of common shares upon settlement of accrued series A preferred share dividends | $ 8 | 111,261 | 111,269 | ||||||
Issuance of common shares upon settlement of accrued series A preferred share dividends (in Shares) | 7,483 | ||||||||
Issuance of common shares upon exercise of warrants | $ 20 | 5,044 | 5,064 | ||||||
Issuance of common shares upon exercise of warrants (in Shares) | 20,260 | ||||||||
Issuance of common shares upon conversion of series B senior convertible preferred shares | $ (221,686) | $ 17 | 221,669 | ||||||
Issuance of common shares upon conversion of series B senior convertible preferred shares (in Shares) | (85,000) | 17,223 | |||||||
Issuance of common shares upon cashless exercise of warrants | $ 50 | (50) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 49,558 | ||||||||
Deemed dividend from down round provision in warrants | 534,000 | (534,000) | |||||||
Dividends - series A senior convertible preferred shares | (110,051) | (110,051) | |||||||
Dividends - series B senior convertible preferred shares | (55,176) | (55,176) | |||||||
Net income (loss) | (3,770,731) | (199,305) | (3,970,036) | ||||||
Balance at Jun. 30, 2023 | $ 1,338,746 | $ 992,495 | $ 292 | (2,000,000) | 48,186,442 | (47,274,566) | 24,141 | 1,268,550 | |
Balance (in Shares) at Jun. 30, 2023 | 1,593,940 | 379,899 | 1,000 | 291,835 | |||||
Issuance of common shares upon settlement of accrued series A preferred share dividends | $ 33 | 137,213 | 137,246 | ||||||
Issuance of common shares upon settlement of accrued series A preferred share dividends (in Shares) | 33,689 | ||||||||
Issuance of common shares upon conversion of series B senior convertible preferred shares | $ (751,996) | $ 337 | 751,659 | ||||||
Issuance of common shares upon conversion of series B senior convertible preferred shares (in Shares) | (288,332) | 336,748 | |||||||
Issuance of common shares and prefunded warrants in public offering | $ 314 | 2,352,366 | 2,352,680 | ||||||
Issuance of common shares and prefunded warrants in public offering (in Shares) | 313,800 | ||||||||
Fair value of warrant liability recognized upon issuance of prefunded warrants | (1,156,300) | (1,156,300) | |||||||
Issuance of common shares upon exercise of prefunded warrants | $ 220 | (220) | |||||||
Issuance of common shares upon exercise of prefunded warrants (in Shares) | 220,000 | ||||||||
Extinguishment of warrant liability upon exercise of prefunded warrants | 1,184,200 | 1,184,200 | |||||||
Issuance of warrants in connection with a private debt offering | 633,552 | 633,552 | |||||||
Issuance of common shares upon conversion of series A senior convertible preferred shares | $ (1,148,369) | $ 643 | 1,147,726 | ||||||
Issuance of common shares upon conversion of series A senior convertible preferred shares (in Shares) | (1,367,273) | 642,995 | |||||||
Issuance of common shares upon conversion of promissory notes | $ 1,197 | 3,993,355 | 3,994,552 | ||||||
Issuance of common shares upon conversion of promissory notes (in Shares) | 1,196,819 | ||||||||
Issuance of common shares upon settlement of accrued series B preferred share dividends | $ 13 | 54,826 | 54,839 | ||||||
Issuance of common shares upon settlement of accrued series B preferred share dividends (in Shares) | 13,461 | ||||||||
Issuance of common shares upon cashless exercise of warrants | $ 39 | (39) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 38,972 | ||||||||
Deemed dividend from down round provision in warrants | 28,000 | (28,000) | |||||||
Dividends - series A senior convertible preferred shares | (93,941) | (93,941) | |||||||
Dividends - series B senior convertible preferred shares | (31,088) | (31,088) | |||||||
Net income (loss) | (5,828,305) | (30,767) | (5,859,072) | ||||||
Balance at Sep. 30, 2023 | $ 190,377 | $ 240,499 | $ 3,088 | $ (2,000,000) | $ 57,312,780 | $ (53,255,900) | $ (6,626) | $ 2,485,218 | |
Balance (in Shares) at Sep. 30, 2023 | 226,667 | 91,567 | 1,000 | 3,088,319 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (8,781,627) | $ (5,547,498) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on bargain purchase | (2,639,861) | |
Gain on disposal of property and equipment | (18,026) | (47,690) |
Loss on extinguishment of debt | 2,039,815 | |
Loss on write-down of contingent note payable | 158,817 | |
Loss on change in fair value of warrant liability | 27,900 | |
Gain on change in fair value of derivative liabilities | (425,977) | |
Deferred tax asset (liability) | (15,000) | (1,497,000) |
Bad debt expense | 46,172 | |
Inventory reserve | 120,000 | |
Depreciation and amortization | 1,818,373 | 1,526,759 |
Amortization of debt discounts | 3,879,558 | 1,697,572 |
Amortization of right-of-use assets | 631,960 | 409,641 |
Changes in operating assets and liabilities: | ||
Receivables | (676,181) | (1,957,022) |
Contract assets | 55,363 | (39,996) |
Inventories | 104,178 | 670,699 |
Prepaid expenses and other current assets | (814,427) | (280,129) |
Other assets | 3,262 | 3,125 |
Accounts payable and accrued expenses | 2,526,198 | 1,689,185 |
Contract liabilities | (447,705) | (1,965,568) |
Customer deposits | (493,781) | (488,593) |
Operating lease liabilities | (597,698) | (349,403) |
Net cash used in operating activities | (5,697,319) | (3,977,286) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid in acquisition, net of cash acquired | (3,670,887) | |
Purchases of property and equipment | (230,152) | (255,930) |
Proceeds from disposal of property and equipment | 77,513 | |
Investments in certificates of deposit | (506) | (527) |
Net cash used in investing activities | (3,901,545) | (178,944) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from issuance of common shares and warrants in connection with private debt offerings | 5,767,518 | |
Net proceeds from issuance of common shares and warrants in public offerings | 2,352,680 | 5,148,700 |
Net proceeds from issuance of series B senior convertible preferred shares | 1,429,700 | |
Net proceeds from notes payable | 1,410,000 | 499,600 |
Net proceeds from revolving line of credit | 3,086,227 | |
Proceeds from exercise of warrants | 5,064 | |
Repayments of notes payable and finance lease liabilities | (1,939,558) | (810,315) |
Accrued common share dividends paid | (1,093,354) | |
Net cash provided by financing activities | 10,576,260 | 4,357,196 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 977,396 | 200,966 |
CASH AND CASH EQUIVALENTS | ||
Beginning of the period | 1,079,355 | 1,383,533 |
End of the period | 2,056,751 | 1,584,499 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 3,217,831 | 1,576,964 |
Cash paid for income taxes | 141,135 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Net assets acquired in the acquisition of ICU Eyewear | 7,139,861 | |
Deemed dividend from issuance of warrants to common shareholders | 618,000 | |
Deemed dividend from down round provision in warrants | 1,779,000 | 9,012,730 |
Issuance of common shares upon cashless exercise of warrants | 91 | 5 |
Debt discounts on notes payable | 4,705,971 | 503,050 |
Fair value of derivative liabilities recognized upon issuance of notes payable | 2,613,177 | |
Fair value of warrant liability recognized upon issuance of prefunded warrants | 1,156,300 | |
Issuance of common shares upon exercise of prefunded warrants | 220 | |
Extinguishment of warrant liability upon exercise of prefunded warrants | 1,184,200 | |
Reclassification of notes payable to convertible notes payable upon default | 3,329,702 | |
Issuance of common shares upon conversion of convertible notes payable and accrued interest | 3,129,976 | |
Settlement of revolving line of credit and accrued interest through the issuance of a new revolving line of credit | 2,003,985 | |
Financed purchases of property and equipment | 256,843 | 568,764 |
Operating lease right-of-use asset and liability initial measurement | 2,088,680 | |
Operating lease right-of-use asset and liability remeasurement | 254,713 | |
Series A Preferred Stock | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Redemption convertible preferred shares | (209,091) | |
Accrued preferred share dividends paid | (437,491) | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued dividends on series A preferred shares | 314,037 | |
Issuance of common shares upon settlement of accrued dividends | 401,183 | |
Issuance of common shares upon conversion of preferred shares | 1,148,369 | 111,986 |
Series B Preferred Stock | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Redemption convertible preferred shares | (57,501) | |
Accrued preferred share dividends paid | (105,671) | (113,052) |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued dividends on series A preferred shares | 139,084 | |
Issuance of common shares upon settlement of accrued dividends | 54,839 | |
Issuance of common shares upon conversion of preferred shares | $ 973,682 |
Basis of Presentation and Other
Basis of Presentation and Other Information | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Other Information [Abstract] | |
BASIS OF PRESENTATION AND OTHER INFORMATION | NOTE 1 —BASIS OF PRESENTATION AND OTHER INFORMATION The accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2022 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 11, 2023. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Reverse Share Split On September 11, 2023, we effected a 1-for-25 reverse split of our outstanding common shares. All outstanding common shares and warrants were adjusted to reflect the 1-for-25 reverse split, with respective exercise prices of the warrants proportionately increased. The outstanding convertible notes and series A and B senior convertible preferred shares conversion prices were adjusted to reflect a proportional decrease in the number of common shares to be issued upon conversion. All share and per share data throughout these condensed consolidated financial statements have been retroactively adjusted to reflect the reverse share split. The total number of authorized common shares did not change. As a result of the reverse common share split, an amount equal to the decreased value of common shares was reclassified from “common shares” to “additional paid-in capital.” Warrant liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity Contracts in Entity’s Own Equity Embedded Derivative Liabilities The Company evaluates the embedded features in accordance with ASC 480, and ASC 815, Derivatives and Hedging Activities Reclassifications Certain reclassifications within operating expenses have been made to the prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2023 | |
Recent Accounting Pronouncements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2 —RECENT ACCOUNTING PRONOUNCEMENTS The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”). The Company has evaluated all recent accounting pronouncements and determined that the adoption of pronouncements applicable to the Company has not had or is not expected to have a material impact on the Company’s condensed consolidated financial statements. |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 9 Months Ended |
Sep. 30, 2023 | |
Liquidity and Going Concern Assessment [Abstract] | |
LIQUIDITY AND GOING CONCERN ASSESSMENT | NOTE 3 —LIQUIDITY AND GOING CONCERN ASSESSMENT Management assesses liquidity and going concern uncertainty in the Company’s condensed consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. As of September 30, 2023, the Company had cash and cash equivalents of $2,056,751. For the nine months ended September 30, 2023, the Company incurred a loss from operations of $1,697,053, cash flows used in operations of $5,697,319 and working capital of $618,235. The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support cashflow from operations, which creates substantial doubt about its ability to continue as a going concern for a period at least one year from the date of issuance of these condensed consolidated financial statements. Management plans to address the above as needed by, securing additional bank lines of credit and obtaining additional financing through debt or equity transactions. Management has implemented tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and to eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Disaggregation of Revenues and
Disaggregation of Revenues and Segment Reporting | 9 Months Ended |
Sep. 30, 2023 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
DISAGGREGATION OF REVENUES AND SEGMENT REPORTING | NOTE 4 —DISAGGREGATION OF REVENUES AND SEGMENT REPORTING The Company has four reportable segments: The Retail and Appliances Segment provides a wide variety of appliance products (laundry, refrigeration, cooking, dishwashers, outdoor, accessories, parts, and other appliance related products) and services (delivery, installation, service and repair, extended warranties, and financing). The Retail and Eyewear Segment provides a wide variety of eyewear products (non-prescription reading glasses, sunglasses, blue light blocking eyewear, sun readers and outdoor specialty sunglasses). The Construction Segment provides finished carpentry products and services (door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, fireplace mantles, windows, and custom design and build of cabinetry and countertops). The Automotive Supplies Segment provides horn and safety products (electric, air, truck, marine, motorcycle, and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. These services are reported under “Corporate Services” below and these include costs associated with executive management, financing activities and public company compliance. The Company’s revenues for the three and nine months ended September 30, 2023 and 2022 are disaggregated as follows: Three Months Ended September 30, 2023 Retail and Retail and Construction Automotive Total Revenues Appliances $ 2,210,075 $ - $ - $ - $ 2,210,075 Appliance accessories, parts, and other 210,933 - - - 210,933 Eyewear - 3,387,117 - - 3,387,117 Eyewear accessories, parts, and other - 856,137 - - 856,137 Automotive horns - - - 616,189 616,189 Automotive lighting - - - 266,891 266,891 Custom cabinets and countertops - - 3,793,285 - 3,793,285 Finished carpentry - - 7,437,294 - 7,437,294 Total Revenues $ 2,421,008 $ 4,243,254 $ 11,230,579 $ 883,080 $ 18,777,921 Three Months Ended September 30, 2022 Retail and Retail and Construction Automotive Total Revenues Appliances $ 2,492,544 $ - $ - $ - $ 2,492,544 Appliance accessories, parts, and other 442,161 - - - 442,161 Eyewear - - - - - Eyewear accessories, parts, and other - - - - - Automotive horns - - - 1,094,636 1,094,636 Automotive lighting - - - 395,074 395,074 Custom cabinets and countertops - - 2,990,767 - 2,990,767 Finished carpentry - - 7,057,179 - 7,057,179 Total Revenues $ 2,934,705 $ - $ 10,047,946 $ 1,489,710 $ 14,472,361 Nine Months Ended September 30, 2023 Retail and Retail and Construction Automotive Total Revenues Appliances $ 6,129,197 $ - $ - $ - $ 6,129,197 Appliance accessories, parts, and other 758,392 - - - 758,392 Eyewear - 8,045,966 - - 8,045,966 Eyewear accessories, parts, and other - 3,484,061 - - 3,484,061 Automotive horns - - - 2,408,638 2,408,638 Automotive lighting - - - 1,098,745 1,098,745 Custom cabinets and countertops - - 8,150,092 - 8,150,092 Finished carpentry - - 23,497,107 - 23,497,107 Total Revenues $ 6,887,589 $ 11,530,027 $ 31,647,199 $ 3,507,383 $ 53,572,198 Nine Months Ended September 30, 2022 Retail and Retail and Construction Automotive Total Revenues Appliances $ 7,206,386 $ - $ - $ - $ 7,206,386 Appliance accessories, parts, and other 1,116,114 - - - 1,116,114 Eyewear - - - - - Eyewear accessories, parts, and other - - - - - Automotive horns - - - 3,766,415 3,766,415 Automotive lighting - - - 1,348,340 1,348,340 Custom cabinets and countertops - - 10,288,711 - 10,288,711 Finished carpentry - - 15,711,516 - 15,711,516 Total Revenues $ 8,322,500 $ - $ 26,000,227 $ 5,114,755 $ 39,437,482 Segment information for the three and nine months ended September 30, 2023 and 2022 are as follows: Three Months Ended September 30, 2023 Retail and Retail and Construction Automotive Corporate Total Revenues $ 2,421,008 $ 4,243,254 $ 11,230,579 $ 883,080 $ - $ 18,777,921 Operating Expenses Cost of revenues 1,976,031 2,662,586 5,472,716 625,841 - 10,737,174 Personnel 246,567 751,485 2,317,681 280,416 410,490 4,006,639 Personnel – corporate allocation (71,400 ) - (214,200 ) (71,400 ) 357,000 - Depreciation and amortization 46,603 108,636 418,789 51,939 - 625,967 General and administrative 337,039 666,678 1,620,340 231,585 989,619 3,845,261 General and administrative – management fees 75,000 75,000 125,000 75,000 - 350,000 General and administrative – corporate allocation (69,285 ) - (224,170 ) (19,355 ) 312,810 - Total Operating Expenses 2,540,555 4,264,385 9,516,156 1,174,026 2,069,919 19,565,041 Income (loss) from operations $ (119,547 ) $ (21,131 ) $ 1,714,423 $ (290,946 ) $ (2,069,919 ) $ (787,120 ) Three Months Ended September 30, 2022 Retail and Retail and Construction Automotive Corporate Total Revenues $ 2,934,705 $ - $ 10,047,946 $ 1,489,710 $ - $ 14,472,361 Operating Expenses Cost of revenues 2,183,972 - 6,544,843 867,572 - 9,596,387 Personnel 273,843 - 2,525,195 348,798 217,756 3,365,592 Personnel – corporate allocation (71,400 ) - (214,200 ) (71,400 ) 357,000 - Depreciation and amortization 48,019 - 416,525 51,870 - 516,414 General and administrative 439,745 - 1,180,744 329,896 280,186 2,230,571 General and administrative – management fees 75,000 - 125,000 75,000 - 275,000 General and administrative – corporate allocation (20,026 ) - (78,689 ) (108,535 ) 207,250 - Total Operating Expenses 2,929,153 - 10,499,418 1,493,201 1,062,192 15,983,964 Income (loss) from operations $ 5,552 $ - $ (451,472 ) $ (3,491 ) $ (1,062,192 ) $ (1,511,603 ) Nine Months Ended September 30, 2023 Retail and Retail and Construction Automotive Corporate Total Revenues $ 6,887,589 $ 11,530,027 $ 31,647,199 $ 3,507,383 $ - $ 53,572,198 Operating Expenses Cost of revenues 5,461,866 7,102,908 18,048,394 2,161,209 - 32,774,377 Personnel 784,561 2,070,996 6,098,832 927,245 79,229 9,960,863 Personnel – corporate allocation (226,100 ) - (678,300 ) (226,100 ) 1,130,500 - Depreciation and amortization 139,809 277,839 1,244,908 155,817 - 1,818,373 General and administrative 1,044,671 2,404,342 4,270,157 771,084 1,250,384 9,740,638 General and administrative – management fees 225,000 150,000 375,000 225,000 - 975,000 General and administrative – corporate allocation (146,268 ) - (686,763 ) (140,797 ) 973,828 - Total Operating Expenses 7,283,539 12,006,085 28,672,228 3,873,458 3,433,941 55,269,251 Income (loss) from operations $ (395,950 ) $ (476,058 ) $ 2,974,971 $ (366,075 ) $ (3,433,941 ) $ (1,697,053 ) Nine Months Ended September 30, 2022 Retail and Retail and Construction Automotive Corporate Total Revenues $ 8,322,500 $ - $ 26,000,227 $ 5,114,755 $ - $ 39,437,482 Operating Expenses Cost of revenues 6,245,993 - 15,835,830 3,028,040 - 25,109,863 Personnel 803,473 - 5,269,419 1,063,803 22,747 7,159,442 Personnel – corporate allocation (216,400 ) - (649,200 ) (216,400 ) 1,082,000 - Depreciation and amortization 175,835 - 1,195,314 155,610 - 1,526,759 General and administrative 1,305,884 - 3,782,889 1,014,037 (190,028 ) 5,912,782 General and administrative – management fees 225,000 - 375,000 225,000 - 825,000 General and administrative – corporate allocation (50,419 ) - (600,949 ) (317,667 ) 969,035 - Total Operating Expenses 8,489,366 - 25,208,303 4,952,423 1,883,754 40,533,846 Income (loss) from operations $ (166,866 ) $ - $ 791,924 $ 162,332 $ (1,883,754 ) $ (1,096,364 ) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 —PROPERTY AND EQUIPMENT Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Equipment and machinery $ 1,406,531 $ 1,403,817 Office furniture and equipment 156,960 156,960 Transportation equipment 1,158,102 883,077 Displays 757,162 - Leasehold improvements 181,206 166,760 Total property and equipment 3,659,961 2,610,614 Less: Accumulated depreciation (1,448,361 ) (725,408 ) Property and equipment, net $ 2,211,600 $ 1,885,206 Depreciation expense for the three and nine months ended September 30, 2023 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 —INTANGIBLE ASSETS Intangible assets at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Customer relationships $ 9,024,000 $ 9,024,000 Marketing-related 2,992,000 2,684,000 Technology-related 623,000 623,000 Total intangible assets 12,639,000 12,331,000 Less: accumulated amortization (3,439,947 ) (2,345,871 ) Intangible assets, net $ 9,199,053 $ 9,985,129 Amortization expense for the three and nine months ended September 30, 2023 was $364,692 and $1,094,076, respectively. In comparison, amortization expense for the three and nine months ended September 30, 2022 was $364,692 and $1,094,076, respectively. Estimated amortization expense for intangible assets for the next five years consists of the following as of September 30, 2023: Year Ending December 31, Amount 2023 - remaining $ 364,692 2024 1,458,769 2025 1,325,778 2026 1,150,640 2027 909,142 Thereafter 3,990,032 Total $ 9,199,053 |
Selected Account Information
Selected Account Information | 9 Months Ended |
Sep. 30, 2023 | |
Selected Account Information [Abstract] | |
SELECTED ACCOUNT INFORMATION | NOTE 7 —SELECTED ACCOUNT INFORMATION Receivables Receivables at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Trade accounts receivable $ 6,924,822 $ 4,867,749 Vendor rebates receivable 6,060 460 Credit card payments in process of settlement - 102,917 Retainage 1,241,919 603,442 Total receivables 8,172,801 5,574,568 Allowance for doubtful accounts (405,172 ) (359,000 ) Total receivables, net $ 7,767,629 $ 5,215,568 Inventories Inventories at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Appliances $ 2,113,379 $ 2,155,839 Eyewear 9,224,632 - Automotive 1,181,768 934,683 Construction 1,983,242 1,519,345 Total inventories 14,503,021 4,609,867 Less reserve for obsolescence (545,848 ) (425,848 ) Total inventories, net $ 13,957,173 $ 4,184,019 Inventory balances are composed of finished goods. Raw materials and work in process inventory are immaterial to the condensed consolidated financial statements. Accounts payable and accrued expenses Accounts payable and accrued expenses at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Trade accounts payable $ 9,105,572 $ 4,129,393 Credit cards payable 380,165 357,964 Accrued payroll liabilities 892,035 824,369 Accrued interest 2,228,397 1,179,875 Accrued dividends 27,480 136,052 Other accrued liabilities 1,182,772 114,116 Total accounts payable and accrued expenses $ 13,816,421 $ 6,741,769 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 8 —LEASES Operating Leases On July 1, 2023, ICU Eyewear Holdings, Inc. (“ICU Eyewear”) entered into a lease amendment to renew its office and warehouse space in the retail and eyewear segment, located in Hollister, California. The lease renewal commenced on July 1, 2023 and shall expire on June 30, 2028. Under the terms of the lease renewal, ICU Eyewear will lease the premises at the monthly rate of $35,000 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The initial measurement of the right-of-use asset and liability associated with this operating lease was $2,088,680. The following was included in the condensed consolidated balance sheets at September 30, 2023 and December 31, 2022: September 30, December 31, Operating lease right-of-use assets $ 4,310,916 $ 2,854,196 Lease liabilities, current portion 1,075,151 713,100 Lease liabilities, long-term 3,366,728 2,237,797 Total operating lease liabilities $ 4,441,879 $ 2,950,897 Weighted-average remaining lease term (months) 47 47 Weighted average discount rate 6.08 % 4.36 % Rent expense for the three and nine months ended September 30, 2023 was $419,769 and $1,149,954, respectively. In comparison, rent expense for the three and nine months ended September 30, 2022 was $278,823 and $804,544, respectively. As of September 30, 2023, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount 2023 - remaining $ 312,613 2024 1,332,327 2025 1,304,733 2026 1,032,656 2027 766,969 Thereafter 273,660 Total 5,022,958 Less: imputed interest (581,079 ) Total operating lease liabilities $ 4,441,879 Finance Leases As of September 30, 2023, maturities of financing lease liabilities were as follows: Year Ending December 31, Amount 2023 - remaining $ 58,735 2024 218,099 2025 211,332 2026 211,332 2027 210,042 Thereafter 28,833 Total 938,373 Less: amount representing interest (106,803 ) Present value of minimum lease payments $ 831,570 As of September 30, 2023, the weighted-average remaining lease term for all finance leases is 4.30 years. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 9 —BUSINESS COMBINATIONS On December 21, 2022, the Company’s newly formed wholly owned subsidiaries 1847 ICU Holdings Inc. (“1847 ICU”) and 1847 ICU Acquisition Sub Inc. entered into an agreement and plan of merger with ICU Eyewear and San Francisco Equity Partners, as the stockholder representative, which was amended on February 9, 2023. On February 9, 2023, closing of the transactions contemplated by the agreement and plan of merger was completed. Pursuant to the agreement and plan of merger, 1847 ICU Acquisition Sub Inc. merged with and into ICU Eyewear, with ICU Eyewear surviving the merger as a wholly owned subsidiary of 1847 ICU. The merger consideration paid by 1847 ICU to the stockholders of ICU Eyewear consists of (i) $4,000,000 in cash, minus any unpaid debt of ICU Eyewear and certain transaction expenses, and (ii) 6% subordinated promissory notes in the aggregate principal amount of $500,000. ICU Eyewear specializes in the sale and distribution of reading eyewear and sunglasses, blue light blocking eyewear, sun readers, and other outdoor specialty sunglasses, as well as select health and personal care items, including face masks. This transaction aligned with the Company’s acquisition strategy of targeting small businesses in various industries that the Company expects will face minimal threats of technological or competitive obsolescence, produce positive and stable earnings and cash flow, as well as achieve attractive returns on the Company’s invested capital. The Company accounted for the acquisition using the acquisition method of accounting in accordance with ASC 805, Business Combinations The preliminary fair value of the purchase consideration issued to the ICU Eyewear stockholders was allocated to the net tangible assets acquired. The preliminary fair value of the net assets acquired was $7,139,861, exceeding the purchase consideration, resulting in a bargain purchase gain of $2,639,861. For the three and nine months ended September 30, 2023, ICU Eyewear contributed revenue of $4,243,524 and $11,530,027, respectively. Additionally, for the same periods, ICU Eyewear reported a net loss of $743,236 and net income of $1,215,425, respectively, which are included in our condensed consolidated statements of operations for the respective periods. The table below represents the estimated preliminary purchase price allocation to the net assets acquired: Provisional purchase consideration at preliminary fair value: Cash $ 4,000,000 Notes payable 500,000 Amount of consideration $ 4,500,000 Assets acquired and liabilities assumed at preliminary fair value Cash $ 329,113 Accounts receivable 1,922,052 Inventory 9,997,332 Prepaids and other current assets 79,777 Property and equipment 545,670 Other assets 74,800 Marketing related intangibles 308,000 Accounts payable and accrued expenses (6,116,883 ) Net tangible assets acquired $ 7,139,861 Consideration paid 4,500,000 Preliminary gain on bargain purchase $ (2,639,861 ) Pro Forma Information The following unaudited pro forma results presented below include the effects of the ICU Eyewear acquisition as if it had been consummated as of January 1, 2022, with adjustments to give effect to pro forma events that are directly attributable to this acquisition. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues $ 18,777,921 $ 19,573,352 $ 55,648,535 $ 55,839,814 Net loss (5,859,072 ) (4,778,614 ) (8,801,137 ) (5,630,467 ) Net loss attributable to common shareholders (5,981,334 ) (13,746,054 ) (11,356,133 ) (14,884,009 ) Loss per share attributable to common shareholders – basic and diluted $ (3.01 ) $ (105.51 ) $ (14.03 ) $ (176.42 ) These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable [Abstract] | |
DEBT | NOTE 10 —DEBT Revolving Lines of Credit On February 9, 2023, 1847 ICU and ICU Eyewear entered into a loan and security agreement with Industrial Funding Group, Inc. for a revolving loan of up to $5,000,000, which was evidenced by a secured promissory note in the principal amount of up to $5,000,000. On February 9, 2023, 1847 ICU received an advance of $2,063,182 under the note, of which $1,963,182 was used to repay certain debt of ICU Eyewear in connection with the agreement and plan of merger, with the remaining $100,000 used to pay lender fees. On February 11, 2023, the Industrial Funding Group, Inc. sold and assigned the loan and security agreement, the note and related loan documents to GemCap Solutions, LLC. The note was to mature on February 9, 2025 with all advances bearing interest at an annual rate equal to the greater of (i) the sum of (a) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such prime rate changes, plus (b) eight percent (8.00%), and (ii) fifteen percent (15.00%); provided that following and during the continuation of an event of default (as defined in the loan and security agreement), interest on the unpaid principal balance of the advances shall accrue at an annual rate equal to such rate plus three percent (3.00%). Interest accrued on the advances was payable monthly commencing on March 7, 2023. The note was secured by all of the assets of 1847 ICU and ICU Eyewear. On September 11, 2023, GemCap Solutions, LLC sold and assigned the loan to AB Lending SPV I LLC d/b/a Mountain Ridge Capital. On the same date, 1847 ICU and ICU Eyewear entered into an amended and restated credit and security agreement with the AB Lending SPV I LLC d/b/a Mountain Ridge Capital for a revolving loan of up to $15,000,000, which loan may be drawn in advances. On the same date, the Company received an advance of $4,218,985, which was used to pay the amounts outstanding under the loan from GemCap Solutions, LLC, to pay certain closing fees and expenses in connection with the closing and for general working capital purposes. The revolving loan matures on September 11, 2026 and bears interest at an annual rate equal to Term SOFR plus eight percent (8.00%) per annum or, if at any time the Term SOFR cannot be determined, then at the Base Rate plus seven percent (7.00%), but in any event at a rate no higher than that permitted under applicable law. “Term SOFR” means the secured overnight financing rate published by the Federal Reserve Bank of New York for a one-month period on the date that is two (2) business days prior to the first day of such one-month period and “Base Rate” means a rate per annum equal to the greatest of (i) the Federal Funds Rate in effect on such day plus 1.00%, (ii) the Prime Rate in effect on such day, and (iii) Term SOFR for a one-month tenor plus 1.00%. However, following and during the continuation of an event of default (as defined in the amended and restated credit and security agreement), interest shall accrue at a default rate equal to such above rate plus two percent (2.00%) per annum. Interest accrued on the advances shall be payable monthly on the first day of each month commencing on October 1, 2023. The Company may voluntarily prepay the entire unpaid principal amount of the advances prior to the maturity date, but must pay a prepayment fee determined as follows: (i) a fee of three percent (3.00%) if the prepayment is made on or before September 11, 2024, (ii) a fee of two percent (2.00%) if the prepayment is made between September 12, 2024 and September 11, 2025, or (iii) a fee of one percent (1.00%) if the prepayment is made between September 12, 2025 and September 11, 2026. The amended and restated credit and security agreement contains customary affirmative and negative financial and other covenants and events of default for a loan of this type. The loan is secured by a first priority security interest in all of the assets of 1847 ICU and ICU Eyewear and is guaranteed by the Company pursuant to a limited guaranty. The Company may satisfy its obligations under the limited guaranty by paying such amounts in cash, or by issuing to the lender a number of common shares equal to the sum needed to satisfy the obligations under the limited guaranty in full divided by a price equal to the lesser of $4.575 or the closing price of the common shares on the day prior to such issuance; provided that if such issuance would violate Section 7.13 of the NYSE American Company Guide, which restricts the issuance of shares equal to 20% or more of the outstanding common shares for less than the greater of book or market value, then the Company must obtain shareholder approval of such issuance. Notes Payable 6% Subordinated Promissory Notes As part of the consideration paid in the acquisition of ICU Eyewear, 1847 ICU issued the sellers 6% subordinated promissory notes in the aggregate principal amount of $500,000. The notes bear interest at the rate of 6% per annum with all principal and accrued interest being due and payable in one lump sum on February 9, 2024; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. 1847 ICU may prepay all or any portion of the notes at any time prior to the maturity date without premium or penalty of any kind. The notes contain customary events of default, including, without limitation, in the event of (i) non-payment, (ii) a default by 1847 ICU of any of its covenants in the notes, the agreement and plan of merger or any other agreement entered into in connection with the agreement and plan of merger, or a breach of any of the representations or warranties under such documents, (iii) the insolvency or bankruptcy of 1847 ICU or ICU Eyewear or (iv) a change of control (as defined in the notes) of 1847 ICU or ICU Eyewear. The notes are unsecured and subordinated to all senior indebtedness. Purchase and Sale of Future Revenues Agreement On March 31, 2023, the Company and its subsidiary 1847 Cabinet Inc. (“1847 Cabinet”) entered into a non-recourse funding agreement with a third-party for the sale of future revenues totaling $1,965,000 for net cash proceeds of $1,410,000. The Company is required to make weekly ACH payments in the amount of $39,300. The agreement also allows for the third-party to file UCCs securing their interest in the receivables and includes customary events of default. The Company recorded a debt discount of $555,000, which will be amortized under the effective interest method. The Company is utilizing the prospective method to account for subsequent changes in the estimated future payments, whereby if there is a change in the estimated future cash flows, a new effective interest rate is determined based on the revised estimate of remaining cash flows. As of September 30, 2023, the effective interest rate was 72.4%. Private Placement of 20% OID Promissory Notes and Warrants On August 11, 2023, the Company entered into a securities purchase agreement in a private placement transaction with certain accredited investors, pursuant to which the Company issued and sold to the investors 20% OID subordinated promissory notes in the aggregate principal amount of $3,125,000 and warrants for the purchase of an aggregate of 163,939 common shares for total cash proceeds of $2,218,000. The notes are due and payable on February 11, 2024. The Company may voluntarily prepay the notes in full at any time. In addition, if the Company consummates any equity or equity-linked or debt securities issuance, or enters into a loan agreement or other financing, other than certain excluded debt (as defined in the notes), then the Company must prepay the notes in full. The notes are unsecured and have priority over all other unsecured indebtedness of the Company, except for certain senior indebtedness (as defined in the notes). The notes contain customary affirmative and negative covenants and events of default for a loan of this type. The warrants are exercisable for a period five (5) years at an exercise price of $4.58 (subject to standard adjustments for share splits, share combinations, share dividends, reclassifications, mergers, consolidations, reorganizations and similar transactions) and may be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of common shares upon exercise thereof. Pursuant to the securities purchase agreement, the Company is required to hold a special meeting of its shareholders on or before the date that is sixty (60) calendar days after the date of the securities purchase agreement for the purpose of obtaining shareholder approval of the issuance of all common shares that may be issued upon conversion of the notes and exercise of the warrants in accordance with NYSE American rules (the “Shareholder Approval”). In connection with the securities purchase agreement, the Company also entered into a registration rights agreement with the investors, pursuant to which the Company agreed to file a registration statement to register all common shares underlying the notes and the warrants under the Securities Act of 1933, as amended, within fifteen (15) days following an event of default and use its best efforts to cause such registration statement to be declared effective within ninety (90) days after the filing thereof. If the Company fails to meet these deadlines or comply with certain other requirements in the registration rights agreement, then on each date that the Company fails to comply, and on each monthly anniversary thereof, the Company shall pay to each investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate subscription amount paid by such investor pursuant to the securities purchase agreement, subject to an aggregate cap of 10%. If the Company fails to pay any of these amounts in full within seven (7) days after the date payable, the Company must pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law). Spartan Capital Securities, LLC (“Spartan”) acted as placement agent in connection with the securities purchase agreement and received (i) a cash transaction fee equal to 6% of the aggregate gross proceeds, (ii) a non-accountable and non-reimbursable due diligence and expense fee equal to 1% of the aggregate gross proceeds and (iii) a warrant for the purchase of a number of common shares equal to eight percent (8%) of the number common shares issuable upon conversion of the notes and exercise of the warrants at an exercise price of $5.03 per share (subject to adjustment), resulting in the issuance of a warrant for 346,449 common shares. The warrant is exercisable at any time six months after the date of issuance and until the fifth anniversary thereof. Subject to Shareholder Approval, the notes are convertible into common shares at the option of the holders at any time on or following the date that an event of default (as defined in the notes) occurs at a conversion price equal to 90% of the lowest volume weighted average price of the Company’s common shares on any trading day during the five (5) trading days prior to the conversion date; provided that such conversion price shall not be less than $0.75 (subject to adjustments). The conversion price of the notes is subject to standard adjustments, including a price-based adjustment in the event that the Company issues any common shares or other securities convertible into or exercisable for common shares at an effective price per share that is lower than the conversion price, subject to certain exceptions. The Company evaluated the embedded features within these promissory notes in accordance with ASC 480 and ASC 815. The Company determined that the embedded features, specifically (i) the default penalty of 40% on outstanding principal, and (ii) the conversion option into common shares at 90% of the lowest VWAP in the five days preceding conversion, subject to a $0.75 floor price, constitute derivative liabilities. These features, arising from default provisions not within the Company’s control, including the contingent interest feature and the contingent conversion (deemed redemption) feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions. Consequently, these embedded features are bifurcated from the debt host and recognized as a single derivative liability. The initial fair value of the derivative liabilities was determined using a Monte Carlo Simulation valuation model, considering various potential outcomes and scenarios. The model used the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 145.37%; (iii) risk-free interest rate of 5.37%; (iv) maximum term of one year; (v) estimated fair value of the common shares of $4.63 per share; and (vi) various probability assumptions. Subsequent changes in fair value are recognized in the statement of operations each reporting period. The issuance costs for the promissory notes, along with the allocated fair values of both the warrants and the bifurcated embedded derivative liability, have been collectively treated as a debt discount. This discount is being amortized to interest expense over the term of the promissory notes using the effective interest method. Convertible Notes Payable Private Placements of Promissory Notes and Warrants On February 3, 2023, the Company entered into securities purchase agreements with two accredited investors, Mast Hill Fund, L.P. (“Mast Hill”) and Leonite Fund I, LP (“Leonite”), pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $604,000 and (ii) five-year warrants for the purchase of an aggregate of 5,034 common shares at an exercise price of $105.00 per share (subject to adjustment) for total cash proceeds of $540,000. As additional consideration, the Company issued an aggregate of 5,034 common shares to the investors as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 36 common shares at an exercise price of $131.25 (subject to adjustment). On February 9, 2023, the Company entered into securities purchase agreements with two accredited investors, Mast Hill and Leonite, pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $2,557,575 and (ii) five-year warrants for the purchase of an aggregate of 21,314 common shares at an exercise price of $105.00 per share (subject to adjustment) for total cash proceeds of $2,271,818. As additional consideration, the Company issued 11,591 common shares to Mast Hill and issued to Leonite a five-year warrant for the purchase of 9,723 common shares at an exercise price of $0.25 per share (subject to adjustment), which were issued as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 477 common shares at an exercise price of $131.25 (subject to adjustment). On February 22, 2023, the Company entered into securities purchase agreement with one accredited investor, Mast Hill, pursuant to which the Company issued to such investor (i) a promissory note in the principal amount of $878,000 and (ii) five-year warrants for the purchase of an aggregate of 7,317 common shares at an exercise price of $105.00 per share (subject to adjustment) for total cash proceeds of $737,700. As additional consideration, the Company issued a five-year warrant for the purchase of 7,934 common shares at an exercise price of $0.25 per share (subject to adjustment) to the investor as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 302 common shares at an exercise price of $131.25 (subject to adjustment). These notes bear interest at a rate of 12% per annum and mature on the first anniversary of the date of issuance; provided that any principal amount or interest which is not paid when due shall bear interest at a rate of the lesser of 16% per annum or the maximum amount permitted by law from the due date thereof until the same is paid. The notes require monthly payments of principal and interest commencing in May 2023. The Company may voluntarily prepay the outstanding principal amount and accrued interest of each note in whole upon payment of certain prepayment fees. In addition, if at any time the Company receives cash proceeds from any source or series of related or unrelated sources, including, but not limited to, the issuance of equity or debt, the exercise of outstanding warrants, the issuance of securities pursuant to an equity line of credit (as defined in the notes) or the sale of assets outside of the ordinary course of business, each holder shall have the right in its sole discretion to require the Company to immediately apply up to 50% of such proceeds to repay all or any portion of the outstanding principal amount and interest then due under the notes. The notes are unsecured and have priority over all other unsecured indebtedness. The notes contain customary affirmative and negative covenants and events of default for a loan of this type. The notes become convertible into common shares at the option of the holders at any time on or following the date that an event of default (as defined in the notes) occurs under the notes at a conversion price equal the lower of (i) $105.00 (subject to adjustments) and (ii) 80% of the lowest volume weighted average price of the common shares on any trading day during the five (5) trading days prior to the conversion date; provided that such conversion price shall not be less than $0.75 (subject to adjustments). The Company evaluated the embedded features within these promissory notes in accordance with ASC 480 and ASC 815. The Company determined that the embedded features, specifically (i) the default penalty of 15% on outstanding principal and accrued interest, and (ii) the conversion option into common shares at the lower of $105.00 or 80% of the lowest VWAP in the five days preceding conversion, subject to a $0.75 floor price, constitute derivative liabilities. These features, arising from default provisions not within the Company’s control, including the contingent interest feature and the contingent conversion (deemed redemption) feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions. Consequently, these embedded features are bifurcated from the debt host and recognized as a single derivative liability. The initial fair value of the derivative liabilities was determined using a Monte Carlo Simulation valuation model, considering various potential outcomes and scenarios. The model used the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 160.45%; (iii) risk-free interest rate of 4.68%; (iv) maximum term of one year; (v) estimated fair value of the common shares of $48.25 per share; and (vi) various probability assumptions. Subsequent changes in fair value are recognized in the statement of operations each reporting period. The issuance costs for the promissory notes, along with the allocated fair values of both the warrants and the bifurcated embedded derivative liability, have been collectively treated as a debt discount. This discount is being amortized to interest expense over the term of the promissory notes using the effective interest method. On August 4, 2023, the Company received notices from Mast Hill and Leonite that an event of default had occurred under the notes issued on February 3, 2023 for failure to make certain payments when due. Mast Hill and Leonite agreed in writing that they would not require any payments in cash for the over-due amounts or accelerate the payments due under the notes for a period of 60 days. Since an event of default occurred, Mast Hill and Leonite has the right to convert the notes, including the over-due amounts, penalties and fees, into common shares at their election. On August 4, 2023, Mast Hill converted its note in full into 22,141 common shares, which conversion amount included $91,174 of principal, interest and certain penalties and fees. In August 2023, Leonite converted its note in full into 191,916 common shares, which conversion amount included $730,814 of principal, interest and certain penalties and fees. On August 9, 2023, the Company received notices from Mast Hill and Leonite that an event of default had occurred under the notes issued on February 9, 2023 for failure to make certain payments when due. Mast Hill and Leonite agreed in writing that they would not require any payments in cash for the over-due amounts or accelerate the payments due under the notes for a period of 60 days. Since an event of default occurred, Mast Hill and Leonite has the right to convert the notes, including the over-due amounts, penalties and fees, into common shares at their election. In August 2023, Mast Hill converted a portion of its note into 402,762 common shares, which conversion amount included $1,002,556 of principal, interest and certain penalties and fees. In August 2023, Leonite converted a portion of its note into 580,000 common shares, which conversion amount included $1,305,432 of principal, interest and certain penalties and fees. On August 31, 2023, the Company, Mast Hill and Leonite entered into amendments to the notes issued on February 9, 2023 and February 22, 2023, pursuant to which the parties agreed to extend the maturity date of these remaining notes to August 31, 2024 and the Company agreed to make monthly payments commencing on September 30, 2023, as further described in the amendments. Mast Hill and Leonite also agreed not to convert any portion of the remaining notes as long as the Company makes these payments when due. As consideration for Mast Hill and Leonite’s entry into the amendments, the Company agreed to pay Mast Hill and Leonite an amendment fee equal to 10% of the principal amounts of the remaining notes. Derivative Liabilities The following table provides a roll-forward of the derivative liabilities for the three and nine months ended September 30, 2023, as follows: Amount Balance at December 31, 2022 $ - Initial fair value of derivative liabilities upon issuance 2,613,177 Gain on change in fair value of derivative liabilities (425,977 ) Extinguishment of derivative liabilities upon conversion of convertible notes (864,576 ) Balance at September 30, 2023 $ 1,322,624 The gain on change in fair value of derivative liabilities for three and nine months ended September 30, 2023, is comprised as follows: Amount Initial derivative expense $ 154,991 Gain on change in fair value of derivative liabilities (580,968 ) Gain on change in fair value of derivative liabilities $ (425,977 ) Interest Expense and Accrued Interest Reconciliation The following table provides a reconciliation of interest expense for the nine months ended September 30, 2023, as follows: Amount Interest expense from amortization of debt discounts $ 3,879,558 Interest expense from notes payable 243,119 Interest expense from related party notes payable 83,891 Interest expense from convertible notes payable 4,595,106 Interest expense from revolving lines of credit 765,786 Interest expense from financing leases 38,308 Other interest expense 141,531 $ 9,747,299 The following table provides a reconciliation of accrued interest at September 30, 2023, as follows: Amount Accrued interest balance at December 31, 2022 $ 1,179,875 Interest expense from notes payable 243,119 Interest expense from related party notes payable 83,891 Interest expense from convertible notes payable 4,595,106 Interest expense from revolving lines of credit 765,786 Interest expense from financing leases 38,308 Cash paid for interest (3,217,831 ) Common shares issued in settlement of interest (1,247,701 ) Settlement of interest through the issuance of a new revolving line of credit (212,156 ) Accrued interest balance at September 30, 2023 $ 2,228,397 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 11 —RELATED PARTIES Related Party Notes Payable On September 30, 2020, a portion of the purchase price for the acquisition of Kyle’s Custom Wood Shop, Inc. (“Kyle’s”) was paid by the issuance of a promissory note by 1847 Cabinet to the sellers in the principal amount of $1,260,000. Payment of the principal and accrued interest on the note was subject to vesting. On July 26, 2022, the Company and 1847 Cabinet entered into a conversion agreement with sellers, pursuant to which they agreed to convert $797,221 of the vesting note into 7,593 common shares of the Company at a conversion price of $105.00 per share. As a result, the Company recognized a loss on extinguishment of debt of $303,706. Pursuant to the conversion agreement, the note was cancelled, and the Company agreed to pay $558,734 to the sellers no later than October 1, 2022. On March 30, 2023, the Company entered into an amendment to the conversion agreement, effective retroactively to October 1, 2022. Pursuant to the amendment, the Company agreed to pay a total of $642,544 in three monthly payments commencing on April 5, 2023. Management Services Agreement On April 15, 2013, the Company and 1847 Partners LLC (the “Manager”) entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) Parent Management Fees received by (or owed to) the Manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid Parent Management Fees. The Company expensed $0 in Parent Management Fees for the three and nine months ended September 30, 2023 and 2022. Offsetting Management Services Agreements The Company’s subsidiary 1847 Asien Inc. (“1847 Asien”) entered into an offsetting management services agreement with the Manager on May 28, 2020, 1847 Cabinet entered into an offsetting management services agreement with the Manager on August 21, 2020 (which was amended and restated on October 8, 2021), the Company’s subsidiary 1847 Wolo Inc. (“1847 Wolo”) entered into an offsetting management services agreement with the Manager on March 30, 2021 and 1847 ICU entered into an offsetting management services agreement with the Manager on February 9, 2023. Pursuant to the offsetting management services agreements, each of 1847 Asien, 1847 Wolo and 1847 ICU appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $125,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that if the aggregate amount of management fees paid or to be paid by such entities, together with all other management fees paid or to be paid to the Manager under other offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of the Company’s gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. 1847 Asien expensed management fees of $75,000 and $225,000 for the three and nine months ended September 30, 2023 and 2022, respectively. 1847 Cabinet expensed management fees of $125,000 and $375,000 for the three and nine months ended September 30, 2023 and 2022, respectively. 1847 Wolo expensed management fees of $75,000 and $225,000 for the three and nine months ended September 30, 2023 and 2022, respectively. 1847 ICU expensed management fees of $75,000 and $150,000 for the three and nine months ended September 30, 2023. On a consolidated basis, the Company expensed total management fees of $350,000 and $975,000 for the three and nine months ended September 30, 2023, respectively, compared to $275,000 and $825,000 for the three and nine months ended September 30, 2022, respectively. Advances From time to time, the Company has received advances from its chief executive officer to meet short-term working capital needs. As of September 30, 2023 and December 31, 2022, a total of $118,834 in advances from related parties are outstanding. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. As of September 30, 2023 and December 31, 2022, the Manager has funded the Company $74,928 in related party advances. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. Building Lease On September 1, 2020, Kyle’s entered into an industrial lease agreement with Stephen Mallatt, Jr. and Rita Mallatt, the sellers of Kyle’s, who are officers of Kyle’s and principal shareholders of the Company. The lease is for a term of five years, with an option for a renewal term of five years and provides for a base rent of $7,000 per month for the first 12 months, which will increase to $7,210 for months 13-16 and to $7,426 for months 37-60. In addition, Kyle’s is responsible for all taxes, insurance and certain operating costs during the lease term. The total rent expense under this related party lease was $21,777 and $65,330 for the three and nine months ended September 30, 2023 and 2022, respectively. |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders’ Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 12 —SHAREHOLDERS’ EQUITY Series A Senior Convertible Preferred Shares During the three months ended September 30, 2023, the Company accrued dividends of $93,941 for the series A senior convertible preferred shares and settled $137,246 of previously accrued dividends through the issuance of 33,689 common shares. During the nine months ended September 30, 2023, the Company accrued dividends of $314,037 for the series A senior convertible preferred shares and settled $401,183 of previously accrued dividends through the issuance of 45,153 common shares. On May 15, 2023, the Company entered into amendments to the securities purchase agreements relating to the series A senior convertible preferred shares, pursuant to which the securities purchase agreements were amended to include a provision giving the Company to option to force the exercise of warrants issued pursuant to such securities purchase agreements for the issuance of a number of common shares equal to the quotient of (i) eighty percent (80%) of the Black Scholes Value of the warrants divided by (ii) the applicable exercise price of the warrants. During the three and nine months ended September 30, 2023, an aggregate of 1,367,273 series A senior convertible preferred shares were converted into an aggregate of 642,995 common shares. As of September 30, 2023 and December 31, 2022, the Company had 226,667 and 1,593,940 series A senior convertible preferred shares issued and outstanding, respectively. Series B Senior Convertible Preferred Shares During the three months ended September 30, 2023, the Company accrued dividends of $31,088 for the series B senior convertible preferred shares and settled $54,839 of previously accrued dividends through the issuance of 13,461 common shares. During the nine months ended September 30, 2023, the Company accrued dividends of $139,084 for the series B senior convertible preferred shares, paid $105,671 and settled $54,839 previously accrued dividends through the issuance of 13,461 common shares. On May 15, 2023, the Company entered into amendments to the securities purchase agreements relating to the series B senior convertible preferred shares, pursuant to which the securities purchase agreements were amended to include a provision giving the Company to option to force the exercise of warrants issued pursuant to such securities purchase agreements for the issuance of a number of common shares equal to the quotient of (i) eighty percent (80%) of the Black Scholes Value of the warrants divided by (ii) the applicable exercise price of the warrants. During the three months ended September 30, 2023, an aggregate of 288,332 series B senior convertible preferred shares were converted into an aggregate of 336,748 common shares. During the nine months ended September 30, 2023, an aggregate of 373,332 series B senior convertible preferred shares were converted into an aggregate of 353,971 common shares. As of September 30, 2023 and December 31, 2022, the Company had 91,567 and 464,899 series B senior convertible preferred shares issued and outstanding, respectively. Common Shares As of September 30, 2023 and December 31, 2022, the Company was authorized to issue 500,000,000 common shares. As of September 30, 2023 and December 31, 2022, the Company had 3,088,319 and 174,249 common shares issued and outstanding, respectively. In February 2023, the Company issued an aggregate of 16,625 common shares to two accredited investors as a commitment fee (see Note 10). On May 16, 2023, the Company issued an aggregate of 40,269 common shares upon the forced cashless exercise of warrants, which were originally issued with the series A and B senior convertible preferred shares. In May 2023, the Company issued 20,260 common shares upon the exercise of warrants for cash proceeds of $5,064. On July 3, 2023, the Company entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company agreed to issue and sell to such purchasers an aggregate of 153,800 common shares and prefunded warrants for the purchase of 220,000 common shares at an offering price of $5.00 per common share and $4.75 per pre-funded warrant, pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-272057). On July 7, 2023, the closing of this offering was completed. At the closing, the purchasers prepaid the exercise price of the prefunded warrants in full. Therefore, the Company received total gross proceeds of $1,869,000. Pursuant to the placement agency agreement, Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $1,494,480. All of the purchasers exercised the prefunded warrants in full either at closing or shortly thereafter and the Company issued an aggregate of 220,000 common shares upon such exercise. On July 14, 2023, the Company entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, which were amended pursuant to an amendatory agreement, dated July 18, 2023, among the Company, Spartan and such purchasers. Pursuant to the foregoing, on July 18, 2023, the Company issued and sold to such purchasers an aggregate of 160,000 common shares at a purchase price of $6.00 per share for total gross proceeds of $960,000, pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-269509). Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $858,200. During the nine months ended September 30, 2023, the Company issued an aggregate 58,614 common shares to the holders of the series A and B senior convertible preferred shares in settlement of $456,022 of accrued dividends. Pursuant to the series A and B senior convertible preferred shares designations, dividends payable in common shares shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common shares on the Company’s principal trading market during the five (5) trading days immediately prior to the applicable dividend payment date. During the nine months ended September 30, 2023, the Company issued an aggregate of 50,717 common shares upon the cashless exercise of other warrants. During the nine months ended September 30, 2023, the Company issued an aggregate of 642,995 common shares upon the conversion of an aggregate of 1,367,273 series A senior convertible preferred shares. During the nine months ended September 30, 2023, the Company issued an aggregate of 353,971 common shares upon the conversion of an aggregate of 373,332 series B senior convertible preferred shares. During the nine months ended September 30, 2023, the Company issued an aggregate of 1,196,819 common shares upon the conversion promissory notes and accrued interest (see Note 10). Warrants Warrant Dividend Issued to Common Shareholders On January 3, 2023, the Company issued warrants for the purchase of 16,315 common shares as a dividend to common shareholders of record as of December 23, 2022, pursuant to a warrant agent agreement, dated January 3, 2023, with VStock Transfer, LLC. Each holder of common shares received a warrant to purchase one (1) common share for every ten (10) common shares owned as of the record date (with the number of shares underlying the warrant received rounded down to the nearest whole number). Each warrant represents the right to purchase common shares at an initial exercise price of $105.00 per share (subject to certain adjustments as set forth in the warrants). The Company may, at its option, voluntarily reduce the then-current exercise price to such amount and for such period or periods of time which may be through the expiration date as may be deemed appropriate by the board of directors. Cashless exercises of the warrants are not permitted. The warrants will generally be exercisable in whole or in part beginning on the later of (i) January 3, 2024 or (ii) the date that a registration statement on Form S-3 with respect to the issuance and registration of the common shares underlying the warrants has been filed with and declared effective by the SEC, and thereafter until January 3, 2026. The Company may redeem the warrants at any time in whole or in part at $0.001 per warrant (subject to equitable adjustment to reflect share splits, share dividends, share combinations, recapitalizations and like occurrences) upon not less than 30 days’ prior written notice to the registered holders of the warrants. As a result of the issuance of warrants as a dividend to common shareholders, the Company recognized a deemed dividend of approximately $0.6 million, which was calculated using a Black-Scholes pricing model. Warrants Issued in Private Placements of Promissory Notes On February 3, 2023 (as described in Note 10), the Company entered into securities purchase agreements with two accredited investors, Mast Hill and Leonite, pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $604,000 and (ii) five Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 162.3%; (iii) weighted average risk-free interest rate of 4.1%; (iv) expected life of five years; (v) estimated fair value of the common shares of $48.25 per share; (vi) exercise price ranging from $105.00 to $131.25; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $222,129 and the fair value of the commitment shares was $242,858, resulting in the amount allocated to the warrants and commitment shares, based on their relative fair value of $218,172, which was recorded as additional paid-in capital. On February 9, 2023 (as described in Note 10), the Company entered into securities purchase agreements with two accredited investors, Mast Hill and Leonite, pursuant to which the Company issued to such investors five Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 162.0%; (iii) weighted average risk-free interest rate of 4.3%; (iv) expected life of five years; (v) estimated fair value of the common shares of $45.00 per share; (vi) exercise price ranging from $0.25 to $131.25; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $1,323,774 and the fair value of the commitment shares was $521,590, resulting in the amount allocated to the warrants and commitment shares, based on their relative fair value of $879,829, which was recorded as additional paid-in capital. On February 22, 2023 (as described in Note 10), the Company entered into securities purchase agreement with one accredited investor, Mast Hill, pursuant to which the Company issued to such investor five-year warrants for the purchase of an aggregate of 7,317 common shares at an exercise price of $105.00 per share (subject to adjustment). As additional consideration, the Company issued a five-year warrant for the purchase of 7,934 common shares at an exercise price of $0.25 per share (subject to adjustment) to the investor as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 302 common shares at an exercise price of $131.25 (subject to adjustment). On September 11, 2023, Mast Hill exercised both warrants in full on a cashless basis for 12,389 common shares. The exercise prices of the outstanding foregoing warrants were adjusted on multiple occasions due to the antidilution provisions (down round feature) in the warrants described below. Accordingly, a portion of the proceeds were allocated to the warrants based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 161.6%; (iii) weighted average risk-free interest rate of 4.5%; (iv) expected life of five years; (v) estimated fair value of the common shares of $37.75 per share; (vi) exercise price ranging from $0.25 to $131.25; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $556,485, resulting in the amount allocated to the warrants, based on their relative fair value of $261,945, which was recorded as additional paid-in capital. Warrants Issued in Public Equity Offering On July 7, 2023 (as described above), the Company closed on a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company agreed to issue and sell to such purchasers prefunded warrants for the purchase of 220,000 common shares at an exercise price of $0.25 per common share. All of the prefunded warrants were exercised in full either at closing or shortly thereafter and the Company issued an aggregate of 220,000 common shares upon such exercise. The Company evaluated the prefunded warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the prefunded warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the prefunded warrants issued failed the indexation guidance under ASC 815-40, specifically, the prefunded warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration. The fair value of the warrants deemed to be a liability, due to certain contingent put features, was determined using the Black-Scholes option pricing model, which was deemed to be an appropriate model due to the terms of the warrants issued, including a fixed term and exercise price. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 157.8%; (iii) risk-free interest rate of 5.3%; (iv) expected life of 30 days; (v) estimated fair value of the common shares of $5.51 per share; (vi) exercise price of $0.25. The following table provides a roll-forward of the warrant liability for the three and nine months ended September 30, 2023, as follows: Amount Balance at December 31, 2022 $ - Fair value of warrant liability upon issuance 1,156,300 Loss on change in fair value of warrant liability 27,900 Extinguishment of warrant liability upon exercise of prefunded warrants (1,184,200 ) Balance at September 30, 2023 $ - Warrants Issued in Private Placement of 20% OID Promissory Notes On August 11, 2023 (as described in Note 10), the Company entered into a securities purchase agreement in a private placement transaction with certain accredited investors, pursuant to which the Company issued five-year warrants for the purchase of an aggregate of 163,939 common shares an exercise price of $4.58 (subject to standard adjustments). Spartan acted as placement agent in connection with the securities purchase agreement and received warrants for the purchase of a number of common shares equal to eight percent (8%) of the number common shares issuable upon conversion of the notes and exercise of the warrants at an exercise price of $5.03 per share (subject to standard adjustments), resulting in the issuance of a warrant for 346,449 common shares. The warrant is exercisable at any time six months after the date of issuance and until the fifth anniversary thereof. Accordingly, a portion of the proceeds were allocated to the warrants based on their relative fair value using the Black-Scholes option pricing model. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 153.1%; (iii) risk-free interest rate of 4.3%; (iv) expected life of 5 years; (v) estimated fair value of the common shares of $4.63 per share; (vi) exercise price ranging from $4.58 to $5.03. The fair value of the warrants was $2,171,600, resulting in the amount allocated to the warrants, based on their relative fair value of $909,377, which was recorded as additional paid-in capital. Exercise Price Adjustments to Warrants As a result of the issuance of common shares in settlement of series A senior convertible preferred shares accrued dividends on January 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $38.36 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $1,217,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares in settlement of series A senior convertible preferred shares accrued dividends on April 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $14.87 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $534,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares in the offering on July 7, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $5.00 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $19,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares in settlement of series A senior convertible preferred shares and series B senior convertible preferred shares accrued dividends on July 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $4.07 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of approximately $3,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares upon the conversion of promissory notes on August 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $1.98 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $6,000, which was calculated using a Black-Scholes pricing model. Below is a table summarizing the changes in warrants outstanding during the nine months ended September 30, 2023: Warrants Weighted- Outstanding at December 31, 2022 122,779 $ 103.49 Granted 798,840 9.90 Exercised/settled (379,194 ) (4.47 ) Outstanding at September 30, 2023 542,425 $ 8.49 Exercisable at September 30, 2023 526,110 $ 5.50 As of September 30, 2023, the outstanding warrants have a weighted average remaining contractual life of 4.74 years and a total intrinsic value of $0. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | NOTE 13 —EARNINGS (LOSS) PER SHARE The computation of weighted average shares outstanding and the basic and diluted loss per common share attributable to common shareholders for the three and nine months ended September 30, 2023 and 2022 consisted of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss attributable to common shareholders $ (5,981,334 ) $ (13,440,062 ) $ (11,336,623 ) $ (14,801,040 ) Weighted-average common shares outstanding – basic and diluted 1,987,394 130,281 809,417 84,367 Loss per common share attributable to common shareholders – basic and diluted $ (3.01 ) $ (103.16 ) $ (14.01 ) $ (175.44 ) For the three and nine months ended September 30, 2023, there were 14,602,209 potential common share equivalents from warrants, convertible debt, and series A and B senior convertible preferred shares excluded from the diluted earnings per share calculations as their effect is anti-dilutive. For the three and nine months ended September 30, 2022, there were 258,518 potential common share equivalents from warrants, convertible debt, and series A and B senior convertible preferred shares excluded from the diluted earnings per share calculations as their effect is anti-dilutive. |
Deferred Income Taxes
Deferred Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Income Taxes [Abstract] | |
DEFERRED INCOME TAXES | NOTE 14 —DEFERRED INCOME TAXES As of September 30, 2023, the Company has net operating loss carry forwards of approximately $5.9 million that may be available to reduce future years’ taxable income indefinitely. Future tax benefits which may arise as a result of these losses have not been recognized in these condensed consolidated financial statements, as their realization is determined not likely to occur. Accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. For the period ending September 30, 2023, the Company reflects a deferred tax liability in the amount of $0.6 million due to the future tax liability from an asset with an indefinite life known as a “naked credit.” The future tax liability from this indefinite lived asset can be offset by up to 80% of net operating loss carryforwards created after 2017. The remaining portion of the future tax liability from indefinite lived assets cannot be used to offset definite lived deferred tax assets. Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts used for tax purposes. The Company has a net cumulative long-term deferred tax liability of $584,000. The major components of the deferred tax assets and liabilities at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Deferred tax assets Inventory obsolescence $ 289,000 $ 93,000 Reserves 86,000 - Business interest limitations 2,750,000 1,707,000 Lease liabilities 533,000 650,000 Other 45,000 75,000 Loss carryforward 1,475,000 285,000 Valuation allowance (2,698,000 ) - Total deferred tax asset 2,480,000 2,810,000 Deferred tax liabilities Fixed assets (430,000 ) (418,000 ) Right-of-use assets (508,000 ) (628,000 ) Intangibles (2,126,000 ) (2,363,000 ) Total deferred tax liability (3,064,000 ) (3,409,000 ) Total deferred tax liability, net $ (584,000 ) $ (599,000 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 —SUBSEQUENT EVENTS On October 30, 2023, the Company issued 78,830 common shares as payment of dividends on the series A senior convertible preferred shares and series B senior convertible preferred shares. |
Disaggregation of Revenues an_2
Disaggregation of Revenues and Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
Schedule of Revenues | The Company’s revenues for the three and nine months ended September 30, 2023 and 2022 are disaggregated as follows: Three Months Ended September 30, 2023 Retail and Retail and Construction Automotive Total Revenues Appliances $ 2,210,075 $ - $ - $ - $ 2,210,075 Appliance accessories, parts, and other 210,933 - - - 210,933 Eyewear - 3,387,117 - - 3,387,117 Eyewear accessories, parts, and other - 856,137 - - 856,137 Automotive horns - - - 616,189 616,189 Automotive lighting - - - 266,891 266,891 Custom cabinets and countertops - - 3,793,285 - 3,793,285 Finished carpentry - - 7,437,294 - 7,437,294 Total Revenues $ 2,421,008 $ 4,243,254 $ 11,230,579 $ 883,080 $ 18,777,921 Three Months Ended September 30, 2022 Retail and Retail and Construction Automotive Total Revenues Appliances $ 2,492,544 $ - $ - $ - $ 2,492,544 Appliance accessories, parts, and other 442,161 - - - 442,161 Eyewear - - - - - Eyewear accessories, parts, and other - - - - - Automotive horns - - - 1,094,636 1,094,636 Automotive lighting - - - 395,074 395,074 Custom cabinets and countertops - - 2,990,767 - 2,990,767 Finished carpentry - - 7,057,179 - 7,057,179 Total Revenues $ 2,934,705 $ - $ 10,047,946 $ 1,489,710 $ 14,472,361 Nine Months Ended September 30, 2023 Retail and Retail and Construction Automotive Total Revenues Appliances $ 6,129,197 $ - $ - $ - $ 6,129,197 Appliance accessories, parts, and other 758,392 - - - 758,392 Eyewear - 8,045,966 - - 8,045,966 Eyewear accessories, parts, and other - 3,484,061 - - 3,484,061 Automotive horns - - - 2,408,638 2,408,638 Automotive lighting - - - 1,098,745 1,098,745 Custom cabinets and countertops - - 8,150,092 - 8,150,092 Finished carpentry - - 23,497,107 - 23,497,107 Total Revenues $ 6,887,589 $ 11,530,027 $ 31,647,199 $ 3,507,383 $ 53,572,198 Nine Months Ended September 30, 2022 Retail and Retail and Construction Automotive Total Revenues Appliances $ 7,206,386 $ - $ - $ - $ 7,206,386 Appliance accessories, parts, and other 1,116,114 - - - 1,116,114 Eyewear - - - - - Eyewear accessories, parts, and other - - - - - Automotive horns - - - 3,766,415 3,766,415 Automotive lighting - - - 1,348,340 1,348,340 Custom cabinets and countertops - - 10,288,711 - 10,288,711 Finished carpentry - - 15,711,516 - 15,711,516 Total Revenues $ 8,322,500 $ - $ 26,000,227 $ 5,114,755 $ 39,437,482 |
Schedule of Segment Information | Segment information for the three and nine months ended September 30, 2023 and 2022 are as follows: Three Months Ended September 30, 2023 Retail and Retail and Construction Automotive Corporate Total Revenues $ 2,421,008 $ 4,243,254 $ 11,230,579 $ 883,080 $ - $ 18,777,921 Operating Expenses Cost of revenues 1,976,031 2,662,586 5,472,716 625,841 - 10,737,174 Personnel 246,567 751,485 2,317,681 280,416 410,490 4,006,639 Personnel – corporate allocation (71,400 ) - (214,200 ) (71,400 ) 357,000 - Depreciation and amortization 46,603 108,636 418,789 51,939 - 625,967 General and administrative 337,039 666,678 1,620,340 231,585 989,619 3,845,261 General and administrative – management fees 75,000 75,000 125,000 75,000 - 350,000 General and administrative – corporate allocation (69,285 ) - (224,170 ) (19,355 ) 312,810 - Total Operating Expenses 2,540,555 4,264,385 9,516,156 1,174,026 2,069,919 19,565,041 Income (loss) from operations $ (119,547 ) $ (21,131 ) $ 1,714,423 $ (290,946 ) $ (2,069,919 ) $ (787,120 ) Three Months Ended September 30, 2022 Retail and Retail and Construction Automotive Corporate Total Revenues $ 2,934,705 $ - $ 10,047,946 $ 1,489,710 $ - $ 14,472,361 Operating Expenses Cost of revenues 2,183,972 - 6,544,843 867,572 - 9,596,387 Personnel 273,843 - 2,525,195 348,798 217,756 3,365,592 Personnel – corporate allocation (71,400 ) - (214,200 ) (71,400 ) 357,000 - Depreciation and amortization 48,019 - 416,525 51,870 - 516,414 General and administrative 439,745 - 1,180,744 329,896 280,186 2,230,571 General and administrative – management fees 75,000 - 125,000 75,000 - 275,000 General and administrative – corporate allocation (20,026 ) - (78,689 ) (108,535 ) 207,250 - Total Operating Expenses 2,929,153 - 10,499,418 1,493,201 1,062,192 15,983,964 Income (loss) from operations $ 5,552 $ - $ (451,472 ) $ (3,491 ) $ (1,062,192 ) $ (1,511,603 ) Nine Months Ended September 30, 2023 Retail and Retail and Construction Automotive Corporate Total Revenues $ 6,887,589 $ 11,530,027 $ 31,647,199 $ 3,507,383 $ - $ 53,572,198 Operating Expenses Cost of revenues 5,461,866 7,102,908 18,048,394 2,161,209 - 32,774,377 Personnel 784,561 2,070,996 6,098,832 927,245 79,229 9,960,863 Personnel – corporate allocation (226,100 ) - (678,300 ) (226,100 ) 1,130,500 - Depreciation and amortization 139,809 277,839 1,244,908 155,817 - 1,818,373 General and administrative 1,044,671 2,404,342 4,270,157 771,084 1,250,384 9,740,638 General and administrative – management fees 225,000 150,000 375,000 225,000 - 975,000 General and administrative – corporate allocation (146,268 ) - (686,763 ) (140,797 ) 973,828 - Total Operating Expenses 7,283,539 12,006,085 28,672,228 3,873,458 3,433,941 55,269,251 Income (loss) from operations $ (395,950 ) $ (476,058 ) $ 2,974,971 $ (366,075 ) $ (3,433,941 ) $ (1,697,053 ) Nine Months Ended September 30, 2022 Retail and Retail and Construction Automotive Corporate Total Revenues $ 8,322,500 $ - $ 26,000,227 $ 5,114,755 $ - $ 39,437,482 Operating Expenses Cost of revenues 6,245,993 - 15,835,830 3,028,040 - 25,109,863 Personnel 803,473 - 5,269,419 1,063,803 22,747 7,159,442 Personnel – corporate allocation (216,400 ) - (649,200 ) (216,400 ) 1,082,000 - Depreciation and amortization 175,835 - 1,195,314 155,610 - 1,526,759 General and administrative 1,305,884 - 3,782,889 1,014,037 (190,028 ) 5,912,782 General and administrative – management fees 225,000 - 375,000 225,000 - 825,000 General and administrative – corporate allocation (50,419 ) - (600,949 ) (317,667 ) 969,035 - Total Operating Expenses 8,489,366 - 25,208,303 4,952,423 1,883,754 40,533,846 Income (loss) from operations $ (166,866 ) $ - $ 791,924 $ 162,332 $ (1,883,754 ) $ (1,096,364 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Equipment and machinery $ 1,406,531 $ 1,403,817 Office furniture and equipment 156,960 156,960 Transportation equipment 1,158,102 883,077 Displays 757,162 - Leasehold improvements 181,206 166,760 Total property and equipment 3,659,961 2,610,614 Less: Accumulated depreciation (1,448,361 ) (725,408 ) Property and equipment, net $ 2,211,600 $ 1,885,206 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Customer relationships $ 9,024,000 $ 9,024,000 Marketing-related 2,992,000 2,684,000 Technology-related 623,000 623,000 Total intangible assets 12,639,000 12,331,000 Less: accumulated amortization (3,439,947 ) (2,345,871 ) Intangible assets, net $ 9,199,053 $ 9,985,129 |
Schedule of Amortization Expense for Intangible Assets | Estimated amortization expense for intangible assets for the next five years consists of the following as of September 30, 2023: Year Ending December 31, Amount 2023 - remaining $ 364,692 2024 1,458,769 2025 1,325,778 2026 1,150,640 2027 909,142 Thereafter 3,990,032 Total $ 9,199,053 |
Selected Account Information (T
Selected Account Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Selected Account Information [Abstract] | |
Schedules of Receivables | Receivables at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Trade accounts receivable $ 6,924,822 $ 4,867,749 Vendor rebates receivable 6,060 460 Credit card payments in process of settlement - 102,917 Retainage 1,241,919 603,442 Total receivables 8,172,801 5,574,568 Allowance for doubtful accounts (405,172 ) (359,000 ) Total receivables, net $ 7,767,629 $ 5,215,568 |
Schedule of Inventories | Inventories at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Appliances $ 2,113,379 $ 2,155,839 Eyewear 9,224,632 - Automotive 1,181,768 934,683 Construction 1,983,242 1,519,345 Total inventories 14,503,021 4,609,867 Less reserve for obsolescence (545,848 ) (425,848 ) Total inventories, net $ 13,957,173 $ 4,184,019 |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Trade accounts payable $ 9,105,572 $ 4,129,393 Credit cards payable 380,165 357,964 Accrued payroll liabilities 892,035 824,369 Accrued interest 2,228,397 1,179,875 Accrued dividends 27,480 136,052 Other accrued liabilities 1,182,772 114,116 Total accounts payable and accrued expenses $ 13,816,421 $ 6,741,769 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Condensed Consolidated Balance Sheets | The following was included in the condensed consolidated balance sheets at September 30, 2023 and December 31, 2022: September 30, December 31, Operating lease right-of-use assets $ 4,310,916 $ 2,854,196 Lease liabilities, current portion 1,075,151 713,100 Lease liabilities, long-term 3,366,728 2,237,797 Total operating lease liabilities $ 4,441,879 $ 2,950,897 Weighted-average remaining lease term (months) 47 47 Weighted average discount rate 6.08 % 4.36 % |
Schedule of Operating Lease Liabilities | As of September 30, 2023, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount 2023 - remaining $ 312,613 2024 1,332,327 2025 1,304,733 2026 1,032,656 2027 766,969 Thereafter 273,660 Total 5,022,958 Less: imputed interest (581,079 ) Total operating lease liabilities $ 4,441,879 |
Schedule of Financing Lease Liabilities | As of September 30, 2023, maturities of financing lease liabilities were as follows: Year Ending December 31, Amount 2023 - remaining $ 58,735 2024 218,099 2025 211,332 2026 211,332 2027 210,042 Thereafter 28,833 Total 938,373 Less: amount representing interest (106,803 ) Present value of minimum lease payments $ 831,570 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation to the Net Assets Acquired | The table below represents the estimated preliminary purchase price allocation to the net assets acquired: Provisional purchase consideration at preliminary fair value: Cash $ 4,000,000 Notes payable 500,000 Amount of consideration $ 4,500,000 Assets acquired and liabilities assumed at preliminary fair value Cash $ 329,113 Accounts receivable 1,922,052 Inventory 9,997,332 Prepaids and other current assets 79,777 Property and equipment 545,670 Other assets 74,800 Marketing related intangibles 308,000 Accounts payable and accrued expenses (6,116,883 ) Net tangible assets acquired $ 7,139,861 Consideration paid 4,500,000 Preliminary gain on bargain purchase $ (2,639,861 ) |
Schedule of Effect to Pro Forma Events | The following unaudited pro forma results presented below include the effects of the ICU Eyewear acquisition as if it had been consummated as of January 1, 2022, with adjustments to give effect to pro forma events that are directly attributable to this acquisition. Three Months Ended Nine Months Ended 2023 2022 2023 2022 Revenues $ 18,777,921 $ 19,573,352 $ 55,648,535 $ 55,839,814 Net loss (5,859,072 ) (4,778,614 ) (8,801,137 ) (5,630,467 ) Net loss attributable to common shareholders (5,981,334 ) (13,746,054 ) (11,356,133 ) (14,884,009 ) Loss per share attributable to common shareholders – basic and diluted $ (3.01 ) $ (105.51 ) $ (14.03 ) $ (176.42 ) |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable [Abstract] | |
Schedule of Roll-Forward of the Derivative Liabilities | The following table provides a roll-forward of the derivative liabilities for the three and nine months ended September 30, 2023, as follows: Amount Balance at December 31, 2022 $ - Initial fair value of derivative liabilities upon issuance 2,613,177 Gain on change in fair value of derivative liabilities (425,977 ) Extinguishment of derivative liabilities upon conversion of convertible notes (864,576 ) Balance at September 30, 2023 $ 1,322,624 |
Schedule of Roll-Forward of the Derivative Liabilities | The gain on change in fair value of derivative liabilities for three and nine months ended September 30, 2023, is comprised as follows: Amount Initial derivative expense $ 154,991 Gain on change in fair value of derivative liabilities (580,968 ) Gain on change in fair value of derivative liabilities $ (425,977 ) |
Schedule of Reconciliation of Interest Expense | The following table provides a reconciliation of interest expense for the nine months ended September 30, 2023, as follows: Amount Interest expense from amortization of debt discounts $ 3,879,558 Interest expense from notes payable 243,119 Interest expense from related party notes payable 83,891 Interest expense from convertible notes payable 4,595,106 Interest expense from revolving lines of credit 765,786 Interest expense from financing leases 38,308 Other interest expense 141,531 $ 9,747,299 |
Schedule of Reconciliation of Accrued Interest | The following table provides a reconciliation of accrued interest at September 30, 2023, as follows: Amount Accrued interest balance at December 31, 2022 $ 1,179,875 Interest expense from notes payable 243,119 Interest expense from related party notes payable 83,891 Interest expense from convertible notes payable 4,595,106 Interest expense from revolving lines of credit 765,786 Interest expense from financing leases 38,308 Cash paid for interest (3,217,831 ) Common shares issued in settlement of interest (1,247,701 ) Settlement of interest through the issuance of a new revolving line of credit (212,156 ) Accrued interest balance at September 30, 2023 $ 2,228,397 |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Shareholders’ Equity [Abstract] | |
Schedule of Warrant Liability | The following table provides a roll-forward of the warrant liability for the three and nine months ended September 30, 2023, as follows: Amount Balance at December 31, 2022 $ - Fair value of warrant liability upon issuance 1,156,300 Loss on change in fair value of warrant liability 27,900 Extinguishment of warrant liability upon exercise of prefunded warrants (1,184,200 ) Balance at September 30, 2023 $ - |
Schedule of Warrants Outstanding | Below is a table summarizing the changes in warrants outstanding during the nine months ended September 30, 2023: Warrants Weighted- Outstanding at December 31, 2022 122,779 $ 103.49 Granted 798,840 9.90 Exercised/settled (379,194 ) (4.47 ) Outstanding at September 30, 2023 542,425 $ 8.49 Exercisable at September 30, 2023 526,110 $ 5.50 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings (Loss) Per Share [Abstract] | |
Schedule of Weighted Average Shares Outstanding and Basic and Diluted Loss Per Common Share Attributable to Common Shareholders | The computation of weighted average shares outstanding and the basic and diluted loss per common share attributable to common shareholders for the three and nine months ended September 30, 2023 and 2022 consisted of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net loss attributable to common shareholders $ (5,981,334 ) $ (13,440,062 ) $ (11,336,623 ) $ (14,801,040 ) Weighted-average common shares outstanding – basic and diluted 1,987,394 130,281 809,417 84,367 Loss per common share attributable to common shareholders – basic and diluted $ (3.01 ) $ (103.16 ) $ (14.01 ) $ (175.44 ) |
Deferred Income Taxes (Tables)
Deferred Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Income Taxes [Abstract] | |
Schedule of Major Components of the Deferred Tax Assets and Liabilities | The major components of the deferred tax assets and liabilities at September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, Deferred tax assets Inventory obsolescence $ 289,000 $ 93,000 Reserves 86,000 - Business interest limitations 2,750,000 1,707,000 Lease liabilities 533,000 650,000 Other 45,000 75,000 Loss carryforward 1,475,000 285,000 Valuation allowance (2,698,000 ) - Total deferred tax asset 2,480,000 2,810,000 Deferred tax liabilities Fixed assets (430,000 ) (418,000 ) Right-of-use assets (508,000 ) (628,000 ) Intangibles (2,126,000 ) (2,363,000 ) Total deferred tax liability (3,064,000 ) (3,409,000 ) Total deferred tax liability, net $ (584,000 ) $ (599,000 ) |
Basis of Presentation and Oth_2
Basis of Presentation and Other Information (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation and Other Information [Abstract] | |
Reverse share split, description | On September 11, 2023, we effected a 1-for-25 reverse split of our outstanding common shares. All outstanding common shares and warrants were adjusted to reflect the 1-for-25 reverse split, with respective exercise prices of the warrants proportionately increased. |
Liquidity and Going Concern A_2
Liquidity and Going Concern Assessment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Liquidity and Going Concern Assessment [Abstract] | |||||
Cash and cash equivalents | $ 2,056,751 | $ 2,056,751 | $ 1,079,355 | ||
Loss from operations | $ (787,120) | $ (1,511,603) | (1,697,053) | $ (1,096,364) | |
Cash flows used in operations | (5,697,319) | $ (3,977,286) | |||
Working capital deficit | $ 618,235 |
Disaggregation of Revenues an_3
Disaggregation of Revenues and Segment Reporting (Details) | 9 Months Ended |
Sep. 30, 2023 Integer | |
Corporate Segment [Member] | |
Disaggregation of Revenues and Segment Reporting [Line Items] | |
Reportable segments | 4 |
Disaggregation of Revenues an_4
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Revenues - Corporate Services [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | ||||
Total Revenues | $ 18,777,921 | $ 14,472,361 | $ 53,572,198 | $ 39,437,482 |
Appliances [Member] | ||||
Revenues | ||||
Total Revenues | 2,210,075 | 2,492,544 | 6,129,197 | 7,206,386 |
Appliance accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | 210,933 | 442,161 | 758,392 | 1,116,114 |
Eyewear [Member] | ||||
Revenues | ||||
Total Revenues | 3,387,117 | 8,045,966 | ||
Eyewear accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | 856,137 | 3,484,061 | ||
Automotive horns [Member] | ||||
Revenues | ||||
Total Revenues | 616,189 | 1,094,636 | 2,408,638 | 3,766,415 |
Automotive lighting [Member] | ||||
Revenues | ||||
Total Revenues | 266,891 | 395,074 | 1,098,745 | 1,348,340 |
Custom cabinets and countertops [Member] | ||||
Revenues | ||||
Total Revenues | 3,793,285 | 2,990,767 | 8,150,092 | 10,288,711 |
Finished carpentry [Member] | ||||
Revenues | ||||
Total Revenues | 7,437,294 | 7,057,179 | 23,497,107 | 15,711,516 |
Retail and Appliances [Member] | ||||
Revenues | ||||
Total Revenues | 2,421,008 | 2,934,705 | 6,887,589 | 8,322,500 |
Retail and Appliances [Member] | Appliances [Member] | ||||
Revenues | ||||
Total Revenues | 2,210,075 | 2,492,544 | 6,129,197 | 7,206,386 |
Retail and Appliances [Member] | Appliance accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | 210,933 | 442,161 | 758,392 | 1,116,114 |
Retail and Appliances [Member] | Eyewear [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Appliances [Member] | Eyewear accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Appliances [Member] | Automotive horns [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Appliances [Member] | Automotive lighting [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Appliances [Member] | Custom cabinets and countertops [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Appliances [Member] | Finished carpentry [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Eyewear [Member] | ||||
Revenues | ||||
Total Revenues | 4,243,254 | 11,530,027 | ||
Retail and Eyewear [Member] | Appliances [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Eyewear [Member] | Appliance accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Eyewear [Member] | Eyewear [Member] | ||||
Revenues | ||||
Total Revenues | 3,387,117 | 8,045,966 | ||
Retail and Eyewear [Member] | Eyewear accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | 856,137 | 3,484,061 | ||
Retail and Eyewear [Member] | Automotive horns [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Eyewear [Member] | Automotive lighting [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Eyewear [Member] | Custom cabinets and countertops [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Retail and Eyewear [Member] | Finished carpentry [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Construction [Member] | ||||
Revenues | ||||
Total Revenues | 11,230,579 | 10,047,946 | 31,647,199 | 26,000,227 |
Construction [Member] | Appliances [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Construction [Member] | Appliance accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Construction [Member] | Eyewear [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Construction [Member] | Eyewear accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Construction [Member] | Automotive horns [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Construction [Member] | Automotive lighting [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Construction [Member] | Custom cabinets and countertops [Member] | ||||
Revenues | ||||
Total Revenues | 3,793,285 | 2,990,767 | 8,150,092 | 10,288,711 |
Construction [Member] | Finished carpentry [Member] | ||||
Revenues | ||||
Total Revenues | 7,437,294 | 7,057,179 | 23,497,107 | 15,711,516 |
Automotive Supplies [Member] | ||||
Revenues | ||||
Total Revenues | 883,080 | 1,489,710 | 3,507,383 | 5,114,755 |
Automotive Supplies [Member] | Appliances [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Automotive Supplies [Member] | Appliance accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Automotive Supplies [Member] | Eyewear [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Automotive Supplies [Member] | Eyewear accessories, parts, and other [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Automotive Supplies [Member] | Automotive horns [Member] | ||||
Revenues | ||||
Total Revenues | 616,189 | 1,094,636 | 2,408,638 | 3,766,415 |
Automotive Supplies [Member] | Automotive lighting [Member] | ||||
Revenues | ||||
Total Revenues | 266,891 | 395,074 | 1,098,745 | 1,348,340 |
Automotive Supplies [Member] | Custom cabinets and countertops [Member] | ||||
Revenues | ||||
Total Revenues | ||||
Automotive Supplies [Member] | Finished carpentry [Member] | ||||
Revenues | ||||
Total Revenues |
Disaggregation of Revenues an_5
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Segment Information - Corporate Services [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenues and Segment Reporting [Line Items] | ||||
Revenues | $ 18,777,921 | $ 14,472,361 | $ 53,572,198 | $ 39,437,482 |
Operating Expenses | ||||
Cost of revenues | 10,737,174 | 9,596,387 | 32,774,377 | 25,109,863 |
Personnel | 4,006,639 | 3,365,592 | 9,960,863 | 7,159,442 |
Depreciation and amortization | 625,967 | 516,414 | 1,818,373 | 1,526,759 |
General and administrative | 3,845,261 | 2,230,571 | 9,740,638 | 5,912,782 |
Total Operating Expenses | 19,565,041 | 15,983,964 | 55,269,251 | 40,533,846 |
Income (loss) from operations | (787,120) | (1,511,603) | (1,697,053) | (1,096,364) |
Personnel – corporate allocation [Member] | ||||
Operating Expenses | ||||
Personnel | ||||
General and administrative – management fees [Member] | ||||
Operating Expenses | ||||
General and administrative | 350,000 | 275,000 | 975,000 | 825,000 |
General and administrative – corporate allocation [Member] | ||||
Operating Expenses | ||||
General and administrative | ||||
Retail and Appliances [Member] | ||||
Disaggregation of Revenues and Segment Reporting [Line Items] | ||||
Revenues | 2,421,008 | 2,934,705 | 6,887,589 | 8,322,500 |
Operating Expenses | ||||
Cost of revenues | 1,976,031 | 2,183,972 | 5,461,866 | 6,245,993 |
Personnel | 246,567 | 273,843 | 784,561 | 803,473 |
Depreciation and amortization | 46,603 | 48,019 | 139,809 | 175,835 |
General and administrative | 337,039 | 439,745 | 1,044,671 | 1,305,884 |
Total Operating Expenses | 2,540,555 | 2,929,153 | 7,283,539 | 8,489,366 |
Income (loss) from operations | (119,547) | 5,552 | (395,950) | (166,866) |
Retail and Appliances [Member] | Personnel – corporate allocation [Member] | ||||
Operating Expenses | ||||
Personnel | (71,400) | (71,400) | (226,100) | (216,400) |
Retail and Appliances [Member] | General and administrative – management fees [Member] | ||||
Operating Expenses | ||||
General and administrative | 75,000 | 75,000 | 225,000 | 225,000 |
Retail and Appliances [Member] | General and administrative – corporate allocation [Member] | ||||
Operating Expenses | ||||
General and administrative | (69,285) | (20,026) | (146,268) | (50,419) |
Retail and Eyewear [Member] | ||||
Disaggregation of Revenues and Segment Reporting [Line Items] | ||||
Revenues | 4,243,254 | 11,530,027 | ||
Operating Expenses | ||||
Cost of revenues | 2,662,586 | 7,102,908 | ||
Personnel | 751,485 | 2,070,996 | ||
Depreciation and amortization | 108,636 | 277,839 | ||
General and administrative | 666,678 | 2,404,342 | ||
Total Operating Expenses | 4,264,385 | 12,006,085 | ||
Income (loss) from operations | (21,131) | (476,058) | ||
Retail and Eyewear [Member] | Personnel – corporate allocation [Member] | ||||
Operating Expenses | ||||
Personnel | ||||
Retail and Eyewear [Member] | General and administrative – management fees [Member] | ||||
Operating Expenses | ||||
General and administrative | 75,000 | 150,000 | ||
Retail and Eyewear [Member] | General and administrative – corporate allocation [Member] | ||||
Operating Expenses | ||||
General and administrative | ||||
Construction [Member] | ||||
Disaggregation of Revenues and Segment Reporting [Line Items] | ||||
Revenues | 11,230,579 | 10,047,946 | 31,647,199 | 26,000,227 |
Operating Expenses | ||||
Cost of revenues | 5,472,716 | 6,544,843 | 18,048,394 | 15,835,830 |
Personnel | 2,317,681 | 2,525,195 | 6,098,832 | 5,269,419 |
Depreciation and amortization | 418,789 | 416,525 | 1,244,908 | 1,195,314 |
General and administrative | 1,620,340 | 1,180,744 | 4,270,157 | 3,782,889 |
Total Operating Expenses | 9,516,156 | 10,499,418 | 28,672,228 | 25,208,303 |
Income (loss) from operations | 1,714,423 | (451,472) | 2,974,971 | 791,924 |
Construction [Member] | Personnel – corporate allocation [Member] | ||||
Operating Expenses | ||||
Personnel | (214,200) | (214,200) | (678,300) | (649,200) |
Construction [Member] | General and administrative – management fees [Member] | ||||
Operating Expenses | ||||
General and administrative | 125,000 | 125,000 | 375,000 | 375,000 |
Construction [Member] | General and administrative – corporate allocation [Member] | ||||
Operating Expenses | ||||
General and administrative | (224,170) | (78,689) | (686,763) | (600,949) |
Automotive Supplies [Member] | ||||
Disaggregation of Revenues and Segment Reporting [Line Items] | ||||
Revenues | 883,080 | 1,489,710 | 3,507,383 | 5,114,755 |
Operating Expenses | ||||
Cost of revenues | 625,841 | 867,572 | 2,161,209 | 3,028,040 |
Personnel | 280,416 | 348,798 | 927,245 | 1,063,803 |
Depreciation and amortization | 51,939 | 51,870 | 155,817 | 155,610 |
General and administrative | 231,585 | 329,896 | 771,084 | 1,014,037 |
Total Operating Expenses | 1,174,026 | 1,493,201 | 3,873,458 | 4,952,423 |
Income (loss) from operations | (290,946) | (3,491) | (366,075) | 162,332 |
Automotive Supplies [Member] | Personnel – corporate allocation [Member] | ||||
Operating Expenses | ||||
Personnel | (71,400) | (71,400) | (226,100) | (216,400) |
Automotive Supplies [Member] | General and administrative – management fees [Member] | ||||
Operating Expenses | ||||
General and administrative | 75,000 | 75,000 | 225,000 | 225,000 |
Automotive Supplies [Member] | General and administrative – corporate allocation [Member] | ||||
Operating Expenses | ||||
General and administrative | (19,355) | (108,535) | (140,797) | (317,667) |
Corporate Services [Member] | ||||
Disaggregation of Revenues and Segment Reporting [Line Items] | ||||
Revenues | ||||
Operating Expenses | ||||
Cost of revenues | ||||
Personnel | 410,490 | 217,756 | 79,229 | 22,747 |
Depreciation and amortization | ||||
General and administrative | 989,619 | 280,186 | 1,250,384 | (190,028) |
Total Operating Expenses | 2,069,919 | 1,062,192 | 3,433,941 | 1,883,754 |
Income (loss) from operations | (2,069,919) | (1,062,192) | (3,433,941) | (1,883,754) |
Corporate Services [Member] | Personnel – corporate allocation [Member] | ||||
Operating Expenses | ||||
Personnel | 357,000 | 357,000 | 1,130,500 | 1,082,000 |
Corporate Services [Member] | General and administrative – management fees [Member] | ||||
Operating Expenses | ||||
General and administrative | ||||
Corporate Services [Member] | General and administrative – corporate allocation [Member] | ||||
Operating Expenses | ||||
General and administrative | $ 312,810 | $ 207,250 | $ 973,828 | $ 969,035 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property and Equipment [Abstract] | ||||
Depreciation expense | $ 302,023 | $ 151,722 | $ 724,297 | $ 432,683 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 3,659,961 | $ 2,610,614 |
Less: Accumulated depreciation | (1,448,361) | (725,408) |
Property and equipment, net | 2,211,600 | 1,885,206 |
Equipment and Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,406,531 | 1,403,817 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 156,960 | 156,960 |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,158,102 | 883,077 |
Displays [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 757,162 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 181,206 | $ 166,760 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets [Line Items] | ||||
Amortization expense | $ 364,692 | $ 364,692 | $ 1,094,076 | $ 1,094,076 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Intangible Assets [Line Items] | ||
Intangible assets gross | $ 12,639,000 | $ 12,331,000 |
Less: accumulated amortization | (3,439,947) | (2,345,871) |
Intangible assets, net | 9,199,053 | 9,985,129 |
Customer relationships [Member] | ||
Intangible Assets [Line Items] | ||
Intangible assets gross | 9,024,000 | 9,024,000 |
Marketing-related [Member] | ||
Intangible Assets [Line Items] | ||
Intangible assets gross | 2,992,000 | 2,684,000 |
Technology-related [Member] | ||
Intangible Assets [Line Items] | ||
Intangible assets gross | $ 623,000 | $ 623,000 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Amortization Expense for Intangible Assets | Sep. 30, 2023 USD ($) |
Intangible Assets [Line Items] | |
2023 - remaining | $ 364,692 |
2024 | 1,458,769 |
2025 | 1,325,778 |
2026 | 1,150,640 |
2027 | 909,142 |
Thereafter | 3,990,032 |
Total | $ 9,199,053 |
Selected Account Information (D
Selected Account Information (Details) - Schedules of Receivables - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedules of Receivables [Abstract] | ||
Trade accounts receivable | $ 6,924,822 | $ 4,867,749 |
Vendor rebates receivable | 6,060 | 460 |
Credit card payments in process of settlement | 102,917 | |
Retainage | 1,241,919 | 603,442 |
Total receivables | 8,172,801 | 5,574,568 |
Allowance for doubtful accounts | (405,172) | (359,000) |
Total receivables, net | $ 7,767,629 | $ 5,215,568 |
Selected Account Information _2
Selected Account Information (Details) - Schedule of Inventories - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Total inventories | $ 14,503,021 | $ 4,609,867 |
Less reserve for obsolescence | (545,848) | (425,848) |
Total inventories, net | 13,957,173 | 4,184,019 |
Appliances [Member] | ||
Inventory [Line Items] | ||
Total inventories | 2,113,379 | 2,155,839 |
Eyewear [Member] | ||
Inventory [Line Items] | ||
Total inventories | 9,224,632 | |
Automotive [Member] | ||
Inventory [Line Items] | ||
Total inventories | 1,181,768 | 934,683 |
Constructions [Member] | ||
Inventory [Line Items] | ||
Total inventories | $ 1,983,242 | $ 1,519,345 |
Selected Account Information _3
Selected Account Information (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
Trade accounts payable | $ 9,105,572 | $ 4,129,393 |
Credit cards payable | 380,165 | 357,964 |
Accrued payroll liabilities | 892,035 | 824,369 |
Accrued interest | 2,228,397 | 1,179,875 |
Accrued dividends | 27,480 | 136,052 |
Other accrued liabilities | 1,182,772 | 114,116 |
Total accounts payable and accrued expenses | $ 13,816,421 | $ 6,741,769 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | |||||
Lease renewal | $ 35,000 | ||||
Operating lease | $ 2,088,680 | ||||
Rent expense | $ 419,769 | $ 278,823 | $ 1,149,954 | $ 804,544 | |
Weighted-average remaining lease term | 4 years 3 months 18 days | 4 years 3 months 18 days |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Line Items] | ||
Operating lease right-of-use assets | $ 4,310,916 | $ 2,854,196 |
Lease liabilities, current portion | 1,075,151 | 713,100 |
Lease liabilities, long-term | 3,366,728 | 2,237,797 |
Total operating lease liabilities | $ 4,441,879 | $ 2,950,897 |
Weighted-average remaining lease term (months) | 47 months | 47 months |
Weighted average discount rate | 6.08% | 4.36% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Operating Lease Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Operating Lease Liabilities [Line Items] | ||
2023 - remaining | $ 312,613 | |
2024 | 1,332,327 | |
2025 | 1,304,733 | |
2026 | 1,032,656 | |
2027 | 766,969 | |
Thereafter | 273,660 | |
Total | 5,022,958 | |
Less: imputed interest | (581,079) | |
Total operating lease liabilities | $ 4,441,879 | $ 2,950,897 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Financing Lease Liabilities | Sep. 30, 2023 USD ($) |
Schedule of Financing Lease Liabilities [Line Items] | |
2023 - remaining | $ 58,735 |
2024 | 218,099 |
2025 | 211,332 |
2026 | 211,332 |
2027 | 210,042 |
Thereafter | 28,833 |
Total | 938,373 |
Less: amount representing interest | (106,803) |
Present value of minimum lease payments | $ 831,570 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Feb. 09, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combinations (Details) [Line Items] | |||||
Aggregate principal amount | $ 500,000 | ||||
Net assets acquired | $ 7,139,861 | $ 7,139,861 | |||
Bargain purchase gain | 2,639,861 | ||||
Revenue | 18,777,921 | $ 14,472,361 | 53,572,198 | $ 39,437,482 | |
Net income (loss) | (5,828,305) | $ (4,073,516) | (8,486,502) | $ (5,090,998) | |
ICU Eyewear [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Cash of minus unpaid debt | $ 4,000,000 | ||||
ICU Eyewear [Member] | |||||
Business Combinations (Details) [Line Items] | |||||
Percentage of secured promissory note | 6% | ||||
Net assets acquired | 7,139,861 | 7,139,861 | |||
Bargain purchase gain | 2,639,861 | ||||
Revenue | 4,243,524 | 11,530,027 | |||
Net income (loss) | $ 743,236 | $ 1,215,425 |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of Preliminary Purchase Price Allocation to the Net Assets Acquired | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Provisional purchase consideration at preliminary fair value: | |
Cash | $ 4,000,000 |
Notes payable | 500,000 |
Amount of consideration | 4,500,000 |
Assets acquired and liabilities assumed at preliminary fair value | |
Cash | 329,113 |
Accounts receivable | 1,922,052 |
Inventory | 9,997,332 |
Prepaids and other current assets | 79,777 |
Property and equipment | 545,670 |
Other assets | 74,800 |
Marketing related intangibles | 308,000 |
Accounts payable and accrued expenses | (6,116,883) |
Net tangible assets acquired | 7,139,861 |
Consideration paid | 4,500,000 |
Preliminary gain on bargain purchase | $ (2,639,861) |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of Effect to Pro Forma Events - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Effect to Pro Forma Events [Abstract] | ||||
Revenues | $ 18,777,921 | $ 19,573,352 | $ 55,648,535 | $ 55,839,814 |
Net loss | (5,859,072) | (4,778,614) | (8,801,137) | (5,630,467) |
Net loss attributable to common shareholders | $ (5,981,334) | $ (13,746,054) | $ (11,356,133) | $ (14,884,009) |
Loss per share attributable to common shareholders – basic (in Dollars per share) | $ (3.01) | $ (105.51) | $ (14.03) | $ (176.42) |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of Effect to Pro Forma Events (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Effect to Pro Forma Events [Abstract] | ||||
Loss per share attributable to common shareholders diluted | $ (3.01) | $ (105.51) | $ (14.03) | $ (176.42) |
Debt (Details)
Debt (Details) | 9 Months Ended | |||||||||||||||||
Sep. 11, 2023 USD ($) | Aug. 31, 2023 USD ($) shares | Aug. 11, 2023 USD ($) shares | Aug. 09, 2023 USD ($) shares | Aug. 04, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Feb. 22, 2023 USD ($) $ / shares shares | Feb. 09, 2023 USD ($) $ / shares shares | Feb. 03, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares $ / item shares | Sep. 30, 2022 USD ($) | Aug. 30, 2023 $ / shares | Jul. 30, 2023 $ / shares | Jul. 07, 2023 $ / shares | Apr. 30, 2023 $ / shares | Jan. 30, 2023 $ / shares | Jan. 03, 2023 $ / shares | Jul. 26, 2022 $ / shares | |
Debt (Details) [Line Items] | ||||||||||||||||||
Revolving loan (in Dollars) | $ 15,000,000 | |||||||||||||||||
Advance received (in Dollars) | $ 4,218,985 | |||||||||||||||||
Funds rate Description | “Term SOFR” means the secured overnight financing rate published by the Federal Reserve Bank of New York for a one-month period on the date that is two (2) business days prior to the first day of such one-month period and “Base Rate” means a rate per annum equal to the greatest of (i) the Federal Funds Rate in effect on such day plus 1.00%, (ii) the Prime Rate in effect on such day, and (iii) Term SOFR for a one-month tenor plus 1.00%. However, following and during the continuation of an event of default (as defined in the amended and restated credit and security agreement), interest shall accrue at a default rate equal to such above rate plus two percent (2.00%) per annum. Interest accrued on the advances shall be payable monthly on the first day of each month commencing on October 1, 2023. | |||||||||||||||||
Fee percent description | (i) a fee of three percent (3.00%) if the prepayment is made on or before September 11, 2024, (ii) a fee of two percent (2.00%) if the prepayment is made between September 12, 2024 and September 11, 2025, or (iii) a fee of one percent (1.00%) if the prepayment is made between September 12, 2025 and September 11, 2026. | |||||||||||||||||
Closing price per common shares (in Dollars per share) | $ / shares | $ 4.575 | |||||||||||||||||
Common shares issued percentage | 20% | |||||||||||||||||
Interest rate | 12% | |||||||||||||||||
Net cash proceeds (in Dollars) | $ 1,410,000 | $ 499,600 | ||||||||||||||||
Debt discount amortized (in Dollars) | $ 3,879,558 | $ 1,697,572 | ||||||||||||||||
Purchase of common shares (in Shares) | shares | 163,939 | 7,934 | 9,723 | 36 | ||||||||||||||
Common shares cash proceeds (in Dollars) | $ 2,218,000 | |||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 4.58 | $ 1.98 | $ 4.07 | $ 5 | $ 14.87 | $ 38.36 | $ 105 | |||||||||||
Penalty percentage | 1% | |||||||||||||||||
Aggregate capital percentage | 10% | |||||||||||||||||
Expense fee percentage | 1% | |||||||||||||||||
Warrants (in Shares) | shares | 346,449 | |||||||||||||||||
Outstanding principal,Percentage | 40% | |||||||||||||||||
Conversion common shares percentage | 90% | |||||||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.75 | |||||||||||||||||
Dividend yield percentage | 0% | |||||||||||||||||
Volatility percentage | 145.37% | |||||||||||||||||
Risk-free interest rate | 5.37% | |||||||||||||||||
Risk term | 1 year | |||||||||||||||||
Common shares exercise price (in Dollars per share) | $ / shares | $ 105 | |||||||||||||||||
Consideration common shares (in Shares) | shares | 9,723 | 5,034 | ||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 105 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares exercise price (in Dollars per share) | $ / shares | $ 4.63 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Annual interest percentage | 8% | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Annual interest percentage | 7% | |||||||||||||||||
Interest rate | 16% | |||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||
ICU [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Lender fee (in Dollars) | $ 100,000 | |||||||||||||||||
Six Percentage Subordinated Promissory Notes [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Subordinated promissory notes | 6% | |||||||||||||||||
Aggregate principal amount (in Dollars) | $ 500,000 | |||||||||||||||||
Interest rate | 6% | |||||||||||||||||
Increase interest rate | 10% | |||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares issued percentage | 20% | |||||||||||||||||
Aggregate principal amount (in Dollars) | $ 3,125,000 | $ 878,000 | $ 604,000 | |||||||||||||||
Outstanding principal,Percentage | 15% | |||||||||||||||||
Conversion common shares percentage | 80% | |||||||||||||||||
Floor price (in Dollars per Item) | $ / item | 0.75 | |||||||||||||||||
Common shares exercise price (in Dollars per share) | $ / shares | $ 105 | |||||||||||||||||
SIFR [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Weighted average price rate | 90% | |||||||||||||||||
Conversion Price [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 0.75 | |||||||||||||||||
Leonite [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares (in Shares) | shares | 191,916 | |||||||||||||||||
Conversion principal amount (in Dollars) | $ 1,305,432 | |||||||||||||||||
Amendment fee percentage | 10% | |||||||||||||||||
Leonite [Member] | Common Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares (in Shares) | shares | 580,000 | |||||||||||||||||
Interest Rate [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Principal interest percentage | 50% | |||||||||||||||||
Weighted Average Interest Rate [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Weighted average price rate | 80% | |||||||||||||||||
Mast Hill [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares (in Shares) | shares | 402,762 | 22,141 | ||||||||||||||||
Conversion principal amount (in Dollars) | $ 730,814 | $ 1,002,556 | $ 91,174 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Purchase of common shares (in Shares) | shares | 7,317 | 21,314 | 5,034 | |||||||||||||||
Common shares exercise price (in Dollars per share) | $ / shares | $ 0.25 | $ 105 | $ 105 | |||||||||||||||
Total cash proceeds (in Dollars) | $ 737,700 | $ 2,271,818 | $ 540,000 | |||||||||||||||
Consideration common shares (in Shares) | shares | 11,591 | 5,034 | ||||||||||||||||
Private Placement [Member] | Leonite [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 2,557,575 | |||||||||||||||||
Revolving Line of Credit [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Revolving loan (in Dollars) | 5,000,000 | |||||||||||||||||
Principal amount (in Dollars) | 5,000,000 | |||||||||||||||||
Advance received (in Dollars) | 2,063,182 | |||||||||||||||||
Repay amount (in Dollars) | $ 1,963,182 | |||||||||||||||||
Revolving Line of Credit [Member] | ICU [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Description of revolving line of credit | (i) the sum of (a) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such prime rate changes, plus (b) eight percent (8.00%), and (ii) fifteen percent (15.00%); provided that following and during the continuation of an event of default (as defined in the loan and security agreement), interest on the unpaid principal balance of the advances shall accrue at an annual rate equal to such rate plus three percent (3.00%). | |||||||||||||||||
1847 Cabinet Inc [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Sale of future receivables totaling (in Dollars) | $ 1,965,000 | |||||||||||||||||
Net cash proceeds (in Dollars) | 1,410,000 | |||||||||||||||||
ACH payments (in Dollars) | $ 39,300 | |||||||||||||||||
Debt discount amortized (in Dollars) | $ 555,000 | |||||||||||||||||
Effective interest rate | 72.40% | |||||||||||||||||
SIFR [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Maturity term | Sep. 11, 2026 | |||||||||||||||||
NYSE [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Interest rate | 18% | |||||||||||||||||
Spartan Capital Securities, LLC [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares issued percentage | 8% | |||||||||||||||||
Warrants exercise price (in Dollars per share) | $ / shares | $ 5.03 | |||||||||||||||||
Transaction fee percentage | 6% | |||||||||||||||||
J.H. Darbie & Co [Member] | Private Placement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Purchase of common shares (in Shares) | shares | 302 | 477 | ||||||||||||||||
Common shares exercise price (in Dollars per share) | $ / shares | $ 131.25 | $ 131.25 | $ 131.25 | |||||||||||||||
Mast Hill [Member] | Private Placement [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares exercise price (in Dollars per share) | $ / shares | $ 105 | $ 0.25 | ||||||||||||||||
Monte Carlo [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Dividend yield percentage | 0% | |||||||||||||||||
Volatility percentage | 160.45% | |||||||||||||||||
Risk-free interest rate | 4.68% | |||||||||||||||||
Risk term | 1 year | |||||||||||||||||
Monte Carlo [Member] | Common Stock [Member] | ||||||||||||||||||
Debt (Details) [Line Items] | ||||||||||||||||||
Common shares exercise price (in Dollars per share) | $ / shares | $ 48.25 |
Debt (Details) - Schedule of Ro
Debt (Details) - Schedule of Roll-Forward of the Derivative Liabilities - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule Of Roll Forward Of The Derivative Liabilities Abstract | ||||
Balance at December 31, 2022 | ||||
Initial fair value of derivative liabilities upon issuance | 2,613,177 | |||
Gain on change in fair value of derivative liabilities | $ (425,977) | (425,977) | ||
Extinguishment of derivative liabilities upon conversion of convertible notes | (864,576) | |||
Balance at September 30, 2023 | $ 1,322,624 | $ 1,322,624 |
Debt (Details) - Schedule of Fa
Debt (Details) - Schedule of Fair Value of Derivative Liabilities | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule Of Fair Value Of Derivative Liabilities Abstract | |
Initial derivative expense | $ 154,991 |
Gain on change in fair value of derivative liabilities | (580,968) |
Gain on change in fair value of derivative liabilities | $ (425,977) |
Debt (Details) - Schedule of Re
Debt (Details) - Schedule of Reconciliation of Interest Expense - Interest Expense [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Debt (Details) - Schedule of Reconciliation of Interest Expense [Line Items] | |
Interest expense from amortization of debt discounts | $ 3,879,558 |
Interest expense from notes payable | 243,119 |
Interest expense from related party notes payable | 83,891 |
Interest expense from convertible notes payable | 4,595,106 |
Interest expense from revolving lines of credit | 765,786 |
Interest expense from financing leases | 38,308 |
Other interest expense | 141,531 |
Total interest expense | $ 9,747,299 |
Debt (Details) - Schedule of _2
Debt (Details) - Schedule of Reconciliation of Accrued Interest - Note Payable [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Debt (Details) - Schedule of Reconciliation of Accrued Interest [Line Items] | |
Accrued interest balance at December 31, 2022 | $ 1,179,875 |
Interest expense from notes payable | 243,119 |
Interest expense from related party notes payable | 83,891 |
Interest expense from convertible notes payable | 4,595,106 |
Interest expense from revolving lines of credit | 765,786 |
Interest expense from financing leases | 38,308 |
Cash paid for interest | (3,217,831) |
Common shares issued in settlement of interest | (1,247,701) |
Settlement of interest through the issuance of a new revolving line of credit | (212,156) |
Accrued interest balance at September 30, 2023 | $ 2,228,397 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 05, 2023 | Oct. 01, 2022 | Jul. 26, 2022 | Sep. 30, 2020 | Apr. 15, 2013 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Parties [Line Items] | ||||||||||
Principal amount | $ 1,260,000 | |||||||||
Vesting note amount | $ 797,221 | |||||||||
Common shares issued (in Shares) | 50,717 | 50,717 | ||||||||
Conversion price per share (in Dollars per share) | $ 105 | |||||||||
Extinguishment debt amount | $ 303,706 | |||||||||
Payments to sellers | $ 558,734 | |||||||||
Payment of conversion agreement amount | $ 642,544 | |||||||||
Management fee percentage | 0.50% | |||||||||
Management fee | $ 350,000 | $ 275,000 | $ 975,000 | $ 825,000 | ||||||
Lease agreement, description | On September 1, 2020, Kyle’s entered into an industrial lease agreement with Stephen Mallatt, Jr. and Rita Mallatt, the sellers of Kyle’s, who are officers of Kyle’s and principal shareholders of the Company. The lease is for a term of five years, with an option for a renewal term of five years and provides for a base rent of $7,000 per month for the first 12 months, which will increase to $7,210 for months 13-16 and to $7,426 for months 37-60. In addition, Kyle’s is responsible for all taxes, insurance and certain operating costs during the lease term. | |||||||||
Related party leases | 21,777 | 65,330 | $ 21,777 | 65,330 | ||||||
Common Stock [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Common shares issued (in Shares) | 7,593 | |||||||||
Manager [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Related party advances | 74,928 | $ 74,928 | $ 74,928 | |||||||
Promissory Note [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Repayment, description | Pursuant to the offsetting management services agreements, each of 1847 Asien, 1847 Wolo and 1847 ICU appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the management services agreement) and 1847 Cabinet appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $125,000 or 2% of adjusted net assets (as defined in the management services agreement); provided, however, in each case that if the aggregate amount of management fees paid or to be paid by such entities, together with all other management fees paid or to be paid to the Manager under other offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of the Company’s gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. | |||||||||
Management Services Agreement [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 0 | 0 | $ 0 | 0 | ||||||
Asiens [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 75,000 | 225,000 | 75,000 | 225,000 | ||||||
Cabinet [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 125,000 | 375,000 | 125,000 | 375,000 | ||||||
Wolo [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 75,000 | 225,000 | 75,000 | 225,000 | ||||||
ICU [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 75,000 | $ 150,000 | 75,000 | $ 150,000 | ||||||
Advances [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Related party advances | $ 118,834 | $ 118,834 | $ 118,834 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||
Sep. 11, 2023 | Aug. 30, 2023 | Aug. 11, 2023 | Jul. 30, 2023 | Jul. 18, 2023 | Jul. 07, 2023 | Jul. 03, 2023 | May 15, 2023 | Apr. 30, 2023 | Feb. 22, 2023 | Feb. 09, 2023 | Feb. 03, 2023 | Jan. 30, 2023 | Jan. 03, 2023 | May 31, 2023 | Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 16, 2023 | Dec. 31, 2022 | Jul. 26, 2022 | |
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Accrued dividends (in Dollars) | $ 456,022 | ||||||||||||||||||||||
Aggregate share of common stock | 163,939 | 160,000 | 220,000 | 153,800 | 58,614 | ||||||||||||||||||
Converted common shares | 336,748 | 353,971 | |||||||||||||||||||||
Common shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Common shares issued | 3,088,319 | 3,088,319 | 174,249 | ||||||||||||||||||||
Common shares outstanding | 3,088,319 | 3,088,319 | 174,249 | ||||||||||||||||||||
Converted common shares | 16,625 | ||||||||||||||||||||||
Exercise of warrants | 20,260 | ||||||||||||||||||||||
Exercise of warrants for cash proceeds (in Dollars) | $ 5,064 | $ 5,064 | |||||||||||||||||||||
Prefunded warrants | 220,000 | 220,000 | |||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 5 | ||||||||||||||||||||||
Prefunded warrants per share (in Dollars per share) | $ 4.75 | ||||||||||||||||||||||
Gross proceeds (in Dollars) | $ 960,000 | $ 1,869,000 | |||||||||||||||||||||
Percentage of transaction fees | 8% | 8% | |||||||||||||||||||||
Net proceeds (in Dollars) | $ 1,494,480 | ||||||||||||||||||||||
Aggregate of common shares | 220,000 | ||||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 6 | ||||||||||||||||||||||
Net proceeds (in Dollars) | $ 858,200 | ||||||||||||||||||||||
Weighted average price common shares percentage | 80% | ||||||||||||||||||||||
Issued common shares | 50,717 | 50,717 | |||||||||||||||||||||
Issuance of common shares | 353,971 | ||||||||||||||||||||||
Issued warrants | 16,315 | ||||||||||||||||||||||
Warrants price per share (in Dollars per share) | $ 1.98 | $ 4.07 | $ 5 | $ 14.87 | $ 38.36 | $ 105 | $ 4.58 | $ 4.58 | |||||||||||||||
Price per warrants (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||
Deemed dividend (in Dollars) | $ 600,000 | ||||||||||||||||||||||
Exercise price per share | 163,939 | 7,934 | 9,723 | 36 | 36 | ||||||||||||||||||
Exercise price (in Dollars per share) | $ 5.03 | $ 5.25 | |||||||||||||||||||||
Consideration common shares | 9,723 | 5,034 | |||||||||||||||||||||
Purchase shares | 36 | ||||||||||||||||||||||
Cashless basis warrant | 569 | 2,733 | |||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||
Expected volatility | 162.30% | ||||||||||||||||||||||
Weighted average risk-free interest rate | 4.10% | ||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||
Estimated fair value of common per share (in Dollars per share) | $ 48.25 | ||||||||||||||||||||||
Fair value of warrants (in Dollars) | $ 222,129 | ||||||||||||||||||||||
Fair value of the commitment shares (in Dollars) | 242,858 | ||||||||||||||||||||||
Fair value of additional paid in capital (in Dollars) | $ 218,172 | 218,172 | |||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 4.58 | ||||||||||||||||||||||
Purchase of common shares | 7,934 | ||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.25 | $ 0.25 | |||||||||||||||||||||
Fair value warrants (in Dollars) | 27,900 | $ 27,900 | |||||||||||||||||||||
Volatility percentage | 100% | ||||||||||||||||||||||
Promissory note percentage | 20% | ||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 8% | ||||||||||||||||||||||
Weighted average remaining contractual life | 4 years 8 months 26 days | ||||||||||||||||||||||
Intrinsic value (in Dollars) | $ 0 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 105 | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 131.25 | ||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Deemed dividend (in Dollars) | $ 6,000 | ||||||||||||||||||||||
Black-Scholes Option [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 346,449 | ||||||||||||||||||||||
Black-Scholes Pricing [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Deemed dividend (in Dollars) | $ 3,000 | $ 19,000 | $ 534,000 | $ 1,217,000 | |||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Cashless basis warrant | 7,604 | 15,677 | |||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||
Expected volatility | 162% | ||||||||||||||||||||||
Weighted average risk-free interest rate | 4.30% | ||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||
Estimated fair value of common per share (in Dollars per share) | $ 45 | ||||||||||||||||||||||
Fair value of the commitment shares (in Dollars) | $ 521,590 | ||||||||||||||||||||||
Fair value of additional paid in capital (in Dollars) | 879,829 | 879,829 | |||||||||||||||||||||
Fair value warrants (in Dollars) | $ 1,323,774 | ||||||||||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.25 | ||||||||||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 131.25 | ||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 105 | ||||||||||||||||||||||
Warrant for purchase shares | 7,317 | ||||||||||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Accrued dividends preferred shares (in Dollars) | 93,941 | $ 314,037 | |||||||||||||||||||||
Accrued dividends (in Dollars) | $ 137,246 | $ 401,183 | |||||||||||||||||||||
Issuance of common shares | 33,689 | 45,153 | |||||||||||||||||||||
Warrants dividend percentage | 80% | ||||||||||||||||||||||
Aggregate share of common stock | 1,367,273 | 642,995 | |||||||||||||||||||||
Preferred stock shares issued | 226,667 | 226,667 | 1,593,940 | ||||||||||||||||||||
Preferred stock shares outstanding | 226,667 | 226,667 | 1,593,940 | ||||||||||||||||||||
Accrued preferred share dividends paid (in Dollars) | 437,491 | ||||||||||||||||||||||
Exercise of warrants | 40,269 | ||||||||||||||||||||||
Conversion of aggregate shares | 1,367,273 | 1,367,273 | |||||||||||||||||||||
Series B Senior Convertible Preferred Shares [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Accrued dividends preferred shares (in Dollars) | $ 31,088 | $ 139,084 | |||||||||||||||||||||
Accrued dividends (in Dollars) | $ 54,839 | $ 54,839 | |||||||||||||||||||||
Issuance of common shares | 13,461 | 13,461 | |||||||||||||||||||||
Warrants dividend percentage | 80% | ||||||||||||||||||||||
Preferred stock shares issued | 91,567 | 91,567 | 464,899 | ||||||||||||||||||||
Preferred stock shares outstanding | 91,567 | 91,567 | 464,899 | ||||||||||||||||||||
Accrued preferred share dividends paid (in Dollars) | $ 105,671 | $ 113,052 | |||||||||||||||||||||
Converted common shares | 288,332 | 373,332 | |||||||||||||||||||||
Exercise of warrants | 40,269 | ||||||||||||||||||||||
Conversion of aggregate shares | 373,332 | 373,332 | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Common shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Issued common shares | 7,593 | ||||||||||||||||||||||
Issuance of common shares | 642,995 | ||||||||||||||||||||||
Cashless basis warrant | 12,389 | ||||||||||||||||||||||
Purchase Agreements [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Aggregate share of common stock | 21,314 | ||||||||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||||||||
Exercise price per share | 5,034 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 4.2 | ||||||||||||||||||||||
Total cash proceeds (in Dollars) | $ 540,000 | ||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 105 | ||||||||||||||||||||||
Purchase Agreements [Member] | Promissory Note [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Aggregate principal amount (in Dollars) | $ 604,000 | ||||||||||||||||||||||
J.H. Darbie & Co [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Purchase of common shares | 302 | 477 | |||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 131.25 | $ 131.25 | |||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Issuance of common shares | 1,196,819 | ||||||||||||||||||||||
Geometric Brownian Motion [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||
Expected volatility | 161.60% | ||||||||||||||||||||||
Weighted average risk-free interest rate | 4.50% | ||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||
Estimated fair value of common per share (in Dollars per share) | $ 37.75 | ||||||||||||||||||||||
Fair value of warrants (in Dollars) | $ 556,485 | ||||||||||||||||||||||
Additional paid in capital (in Dollars) | $ 261,945 | $ 261,945 | |||||||||||||||||||||
Geometric Brownian Motion [Member] | Minimum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.25 | ||||||||||||||||||||||
Geometric Brownian Motion [Member] | Maximum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | 131.25 | ||||||||||||||||||||||
Black-Scholes Option [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.25 | ||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||
Expected volatility | 157.80% | ||||||||||||||||||||||
Weighted average risk-free interest rate | 5.30% | ||||||||||||||||||||||
Expected life | 30 years | ||||||||||||||||||||||
Estimated fair value of common per share (in Dollars per share) | $ 5.51 | ||||||||||||||||||||||
Black-Scholes Option Pricing Model [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Dividend yield | 0% | ||||||||||||||||||||||
Expected volatility | 153.10% | ||||||||||||||||||||||
Weighted average risk-free interest rate | 4.30% | ||||||||||||||||||||||
Expected life | 5 years | ||||||||||||||||||||||
Estimated fair value of common per share (in Dollars per share) | $ 4.63 | ||||||||||||||||||||||
Fair value of warrants (in Dollars) | $ 2,171,600 | ||||||||||||||||||||||
Additional paid in capital (in Dollars) | $ 909,377 | $ 909,377 | |||||||||||||||||||||
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | |||||||||||||||||||||||
Shareholders’ Equity [Line Items] | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 4.58 | ||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 5.03 |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) - Schedule of Warrant Liability - Warrant Liability [Member] | 9 Months Ended |
Dec. 31, 2023 USD ($) | |
Class of Warrant or Right [Line Items] | |
Balance at beginning | |
Fair value of warrant liability upon issuance | 1,156,300 |
Loss on change in fair value of warrant liability | 27,900 |
Extinguishment of warrant liability upon exercise of prefunded warrants | (1,184,200) |
Balance at ending |
Shareholders_ Equity (Details_2
Shareholders’ Equity (Details) - Schedule of Warrants Outstanding - $ / shares | 9 Months Ended |
Sep. 30, 2023 | |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants, Outstanding at Beginning | 122,779 |
Warrants, Granted | 798,840 |
Warrants, Exercised | (379,194) |
Warrants, Outstanding Ending | 542,425 |
Warrants, Exercisable | 526,110 |
Weighted Average Exercise Price [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Exercise Price, Outstanding Beginning | $ 103.49 |
Weighted Average Exercise Price, Granted | 9.9 |
Weighted- Average Exercise Price, Exercised | (4.47) |
Weighted- Average Exercise Price, Outstanding Ending | 8.49 |
Weighted- Average Exercise Price, Exercisable | $ 5.5 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings (Loss) Per Share [Line Items] | ||||
Potential common share equivalents diluted earnings per share calculations as their effect is anti-dilutive | 14,602,209 | 258,518 | 14,602,209 | 258,518 |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details) - Schedule of Weighted Average Shares Outstanding and Basic and Diluted Loss Per Common Share Attributable to Common Shareholders - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Weighted Average Shares Outstanding and the Basic and Diluted Loss Per Common Share Attributable to Common Shareholders [Abstract] | ||||
Net loss attributable to common shareholders | $ (5,981,334) | $ (13,440,062) | $ (11,336,623) | $ (14,801,040) |
Weighted-average common shares outstanding – basic | 1,987,394 | 130,281 | 809,417 | 84,367 |
Loss per common share attributable to common shareholders – basic | $ (3.01) | $ (103.16) | $ (14.01) | $ (175.44) |
Earnings (Loss) Per Share (De_3
Earnings (Loss) Per Share (Details) - Schedule of Weighted Average Shares Outstanding and Basic and Diluted Loss Per Common Share Attributable to Common Shareholders (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Schedule of Weighted Average Shares Outstanding and the Basic and Diluted Loss Per Common Share Attributable to Common Shareholders [Abstract] | ||||
Weighted-average common shares outstanding – diluted | 1,987,394 | 130,281 | 809,417 | 84,367 |
Loss per common share attributable to common shareholders – diluted | $ (3.01) | $ (103.16) | $ (14.01) | $ (175.44) |
Deferred Income Taxes (Details)
Deferred Income Taxes (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Income Taxes [Line Items] | ||
Net operating loss carry forwards | $ 5,900,000 | |
Deferred tax liability | $ 584,000 | $ 599,000 |
Percentage of net operating loss carryforwards | 80% | |
Long-term deferred tax liability | $ 584,000 |
Deferred Income Taxes (Detail_2
Deferred Income Taxes (Details) - Schedule of Major Components of the Deferred Tax Assets and Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Inventory obsolescence | $ 289,000 | $ 93,000 |
Reserves | 86,000 | |
Business interest limitations | 2,750,000 | 1,707,000 |
Lease liabilities | 533,000 | 650,000 |
Other | 45,000 | 75,000 |
Loss carryforward | 1,475,000 | 285,000 |
Valuation allowance | (2,698,000) | |
Total deferred tax asset | 2,480,000 | 2,810,000 |
Deferred tax liabilities | ||
Fixed assets | (430,000) | (418,000) |
Right-of-use assets | (508,000) | (628,000) |
Intangibles | (2,126,000) | (2,363,000) |
Total deferred tax liability | (3,064,000) | (3,409,000) |
Total deferred tax liability, net | $ (584,000) | $ (599,000) |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended |
Oct. 30, 2023 shares | |
Subsequent Event [Member] | |
Subsequent Events [Line Items] | |
Payments for dividends, shares | 78,830 |