Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38861 | ||
Entity Registrant Name | GUARDION HEALTH SCIENCES, INC. | ||
Entity Central Index Key | 0001642375 | ||
Entity Tax Identification Number | 47-4428421 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 2925 Richmond Avenue | ||
Entity Address, Address Line Two | Suite 1200 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77098 | ||
City Area Code | 800 | ||
Local Phone Number | 873-5141 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | GHSI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 41.8 | ||
Entity Common Stock, Shares Outstanding | 61,426,993 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2022 annual meeting of stockholders (the “2022 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2022 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 4,093,927 | $ 8,518,732 |
Short-term investments | 4,995,623 | |
Accounts receivable, net | 1,411,567 | 11,248 |
Inventories, net | 367,691 | 384,972 |
Prepaid expenses and other assets | 1,200,376 | 179,931 |
Total current assets | 12,069,184 | 9,094,883 |
Property and equipment, net | 111,378 | 285,676 |
Intangible assets, net | 11,255,833 | 50,000 |
Operating lease right-of-use asset, net | 24,257 | 418,590 |
Deposits | 11,751 | |
Total assets | 23,460,652 | 9,860,900 |
Current liabilities | ||
Accounts payable | 241,347 | 608,313 |
Accrued expenses | 895,477 | 127,637 |
Operating lease liability - current | 22,221 | 162,845 |
Payable to former officer | 148,958 | |
Warrant liability | 25,978 | |
Total current liabilities | 1,159,045 | 1,073,731 |
Operating lease liability – long-term | 3,807 | 271,903 |
Total liabilities | 1,162,852 | 1,345,634 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 and December 31, 2020 | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 24,426,993 and 15,170,628 shares issued and outstanding at December 31, 2021 and December 31, 2020 | 24,427 | 15,171 |
Additional paid-in capital | 101,075,445 | 62,583,423 |
Accumulated deficit | (78,802,072) | (54,083,328) |
Total stockholders’ equity | 22,297,800 | 8,515,266 |
Total liabilities and stockholders’ equity | $ 23,460,652 | $ 9,860,900 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 24,426,993 | 15,170,628 |
Common stock, shares outstanding | 24,426,993 | 15,170,628 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | ||
Total revenue | $ 7,233,118 | $ 1,889,844 |
Cost of goods sold | ||
Total cost of goods sold | 4,122,684 | 1,946,635 |
Gross profit (loss) | 3,110,434 | (56,791) |
Operating expenses | ||
Research and development | 64,358 | 160,978 |
Sales and marketing | 2,324,569 | 1,450,205 |
General and administrative | 11,204,885 | 7,450,245 |
Transaction costs related to acquisition of Activ Nutritional, LLC | 2,103,680 | |
Costs related to resignation of former officer (including the reversal of previously recognized stock compensation expense of $965,295 during the year ended December 31, 2020) | (615,936) | |
Goodwill impairment | 11,893,134 | |
Loss on lease termination, net | 106,477 | |
Loss on disposal of property and equipment | 160,137 | 18,500 |
Impairment of equipment held for sale | 30,948 | |
Total operating expenses | 27,857,240 | 8,494,940 |
Loss from operations | (24,746,806) | (8,551,731) |
Other income (expense): | ||
Interest income | 1,797 | |
Interest expense | (7,271) | |
Change in fair value of warrant liability | (12,655) | |
Total other income (expense) | 1,797 | (19,926) |
Net loss | $ (24,745,009) | $ (8,571,657) |
Net loss per common share – basic and diluted | $ (1.04) | $ (0.60) |
Weighted average common shares outstanding – basic and diluted | 23,688,623 | 14,256,856 |
Clinical Nutrition [Member] | ||
Revenue | ||
Total revenue | $ 6,952,359 | $ 1,609,482 |
Cost of goods sold | ||
Total cost of goods sold | 3,838,990 | 1,599,510 |
Diagnostics Equipment [Member] | ||
Revenue | ||
Total revenue | 280,758 | 275,862 |
Cost of goods sold | ||
Total cost of goods sold | 283,694 | 344,647 |
Other [Member] | ||
Revenue | ||
Total revenue | 4,500 | |
Cost of goods sold | ||
Total cost of goods sold | $ 2,478 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory write-down | $ 179,222 | $ 971,719 |
Stock compensation expense | 965,295 | |
Clinical Nutrition [Member] | ||
Inventory write-down | 51,489 | 760,488 |
Diagnostics Equipment [Member] | ||
Inventory write-down | $ 127,733 | $ 211,231 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 12,497 | $ 57,531,014 | $ (45,511,671) | $ 12,031,840 |
Balance, shares at Dec. 31, 2019 | 12,497,094 | |||
Fair value of vested stock options – former officer and director | (940,936) | (940,936) | ||
Fair value of vested stock options | 494,677 | 494,677 | ||
Common stock issued for services | $ 17 | 49,433 | 49,450 | |
Common stock issued for services, shares | 16,667 | |||
Common stock issued upon exercise of warrants | $ 2,657 | 5,449,235 | 5,451,892 | |
Common stock issued upon exercise of warrants, shares | 2,656,867 | |||
Net loss | (8,571,657) | (8,571,657) | ||
Balance at Dec. 31, 2020 | $ 15,171 | 62,583,423 | (54,083,328) | 8,515,266 |
Balance, shares at Dec. 31, 2020 | 15,170,628 | |||
Cumulative effect adjustment from the impact of adoption of Accounting Standards Update (ASU) 2020-06 related to warrants (See Notes 2 and 9) | 26,265 | 26,265 | ||
Common stock issued for cash, net of offering costs | $ 7,608 | 33,654,989 | 33,662,597 | |
Common stock issued for cash, net of offering costs, shares | 7,608,674 | |||
Fair value of vested stock options | 600,887 | 600,887 | ||
Fair value of vested restricted stock | 669,379 | 669,379 | ||
Common stock issued upon exercise of warrants | $ 1,648 | 3,566,767 | 3,568,415 | |
Common stock issued upon exercise of warrants, shares | 1,647,691 | |||
Net loss | (24,745,009) | (24,745,009) | ||
Balance at Dec. 31, 2021 | $ 24,427 | $ 101,075,445 | $ (78,802,072) | $ 22,297,800 |
Balance, shares at Dec. 31, 2021 | 24,426,993 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Activities | ||
Net loss | $ (24,745,009) | $ (8,571,657) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 782,920 | 65,476 |
Goodwill impairment | 11,893,134 | |
Loss on lease termination, net | 106,477 | |
Impairment loss on equipment | 30,948 | |
Loss on disposal of property and equipment | 160,137 | |
Loss on sale of equipment | 18,500 | |
Allowance for accounts receivable | 20,695 | |
Inventory write-down | 179,222 | 971,719 |
Amortization of operating lease right of use asset | 124,628 | 154,124 |
Fair value of vested stock options | 600,887 | 544,127 |
Fair value of common stock issued for services | 669,379 | |
Reversal of previously recognized stock compensation expense–former officer | (940,936) | |
Change in fair value of derivative liability | 12,655 | |
(Increase) / decrease: | ||
Accounts receivable | 378,681 | 67,089 |
Inventories | 451,122 | (728,801) |
Prepaid expenses and other | (971,420) | (125,171) |
Increase / (decrease): | ||
Accounts payable | (680,697) | 479,181 |
Accrued expenses | 768,127 | 11,426 |
Operating lease liability | (233,741) | (151,567) |
Payable to former officer | (148,958) | 148,958 |
Net cash used in operating activities | (10,644,416) | (8,013,929) |
Investing Activities | ||
Purchase of property and equipment | (74,592) | (40,733) |
Purchase of U.S. Treasury Bills | (70,952,562) | |
Sale of U.S. Treasury Bills | 65,956,939 | |
Cash paid for acquisition, net of cash acquired | (25,941,186) | 6,000 |
Net cash used in investing activities | (31,011,401) | (34,733) |
Financing Activities | ||
Proceeds from sale of common stock, net | 33,662,597 | |
Proceeds from exercise of warrants | 3,568,415 | 5,451,892 |
Net cash provided by financing activities | 37,231,012 | 5,451,892 |
Cash: | ||
Net increase (decrease) | (4,424,805) | (2,596,770) |
Balance at beginning of period | 8,518,732 | 11,115,502 |
Balance at end of period | 4,093,927 | 8,518,732 |
Cash paid for - | ||
Interest | 7,271 | |
Income taxes | ||
Non-cash financing activities: | ||
Adjust warrant liability for adoption of ASU 202-06 | 26,265 | |
Reclassification of prepaid costs to inventory | 308,178 | |
Reclassification of property and equipment to inventory | $ 8,771 |
Organization and Business and B
Organization and Business and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business and Business Operations | 1. Organization and Business and Business Operations Business Guardion Health Sciences, Inc. (the “Company”) is a clinical nutrition and diagnostics company that offers a portfolio of science-based, clinically supported products and devices designed to support healthcare professionals and providers, and their patients and consumers. In June 2021, the Company acquired Activ Nutritional, LLC (“Activ”), the owner and distributor of the Viactiv® line of supplements for bone health and other applications (see Note 3). The Company was formed in 2009 as a California limited liability company under the name P4L Health Sciences, LLC, and in 2015 converted from a California limited liability company to a Delaware corporation, changing its name from Guardion Health Sciences, LLC to Guardion Health Sciences, Inc. Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the year ended December 31, 2021, the Company incurred a net loss of $ 24,745,009 and used cash in operating activities of $ 10,644,416 . As of December 31, 2021, the Company had cash and short-term investments on hand of approximately $ 9,089,550 and working capital of $ 10,910,139 . Subsequent to December 31, 2022, the Company completed an offering of shares of its common stock and warrants in February 2022 (See Note 15) and the net proceeds to the Company, after deducting offering costs, were approximately $ 10 million. In the event that the Company fails to deliver shares by the required delivery date upon exercise of the warrants, the Company may be subject to cash penalties in an amount up to $20 per trading day for each $1,000 of warrant shares until such shares are delivered Notwithstanding the net loss for 2021, management believes that its cash and short-term investments as of December 31, 2021, plus the net proceeds of the February 2022 financing are sufficient to fund operations for at least one year from the date the Company’s 2021 financial statements are issued. The amount and timing of future cash requirements will depend, in part, on the Company’s ability to ultimately achieve operating profitability. The Company expects to continue to incur net losses and negative operating cash flows in the near-term and will continue to incur significant expenses for the development, commercialization and distribution of its clinical nutrition products (including the Viactiv® product line), the development and commercialization of its diagnostics equipment, and the successful development and commercialization of any new products or product lines. The Company may also utilize cash to fund additional acquisitions. The Company may seek to raise additional debt and/or equity capital to fund future operations, but there can be no assurances that the Company will be able to secure such additional financing in the amounts necessary to fully fund its operating requirements on acceptable terms or at all. Over time, if the Company is unable to access sufficient capital resources on a timely basis, the Company may be forced to reduce or discontinue its technology and product development programs and curtail or cease operations. COVID-19 The Company is subject to risks and uncertainties of the COVID-19 pandemic that could adversely impact our business. The Company has implemented additional health and safety precautions and protocols in response to the pandemic and government guidelines, including curtailing employee travel and primarily working remotely. During 2020 and through the end of 2021, sales of certain products remained flat as compared to prior comparable periods, as many professional offices were closed for long periods, or were operating with limited capacity, due to COVID-19 related orders and protocols. Management is actively focusing on supply chain matters in light of industry-wide supply chain constraints. Through December 31, 2021, the Company has not experienced negative impacts to its supply chain, however, the Company cannot make any assurances in future periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company previously had two During the fourth quarter of 2021, the Company announced it would be winding down the Medical Devices Segment, which accounted for approximately 4% of revenue in 2021 one Reverse Stock Split On March 1, 2021, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effectuate a one-for-six (1:6) reverse stock split Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Activ Nutrititionals, Inc., VectorVision Ocular Health, Inc., NutriGuard Formulations, Inc., and Transcranial Doppler Solutions, Inc. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All products sold by the Company are distinct individual products and are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Historically the Company has not experienced any significant payment delays from customers. In certain circumstances, returns of products are allowed. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical product returns, the Company determined it is probable that such returns will not cause a significant reversal of revenue in the future. Due to the insignificant amount of historical returns, as well as the standalone nature of the Company’s products and assessment of performance obligations and transaction pricing for the Company’s sales contracts, the Company does not currently maintain a contract asset or liability balance at this time. The Company assesses its contracts and the reasonableness of its conclusions on a quarterly basis. Revenue by product: Schedule of Revenues by Product 2021 2020 Years Ended December 31, 2021 2020 Clinical Nutrition $ 6,952,359 $ 1,609,482 Diagnostics Equipment 280,758 275,862 Other - 4,500 Total revenue $ 7,233,118 $ 1,889,844 The Company’s revenues earned during the year ended December 31, 2021, are derived primarily from retail customers in North America. During the year ended December 31, 2020, our revenue was derived from retail customers in North America, plus a large sale to a single Malaysian distributor in the amount of approximately $ 890,000 Revenues by geographical areas: Schedule of Revenue by Geographical Area 2021 2020 Years Ended December 31, 2021 2020 North America $ 7,052,645 $ 891,768 Malaysia - 889,508 Other Asia 158,738 58,688 Europe and Other 21,735 49,880 Total revenue $ 7,233,118 $ 1,889,844 Cost of Goods Sold Cost of goods sold is comprised of the costs for third-party contract manufacturing, packaging, manufacturing fees, and in-bound freight charges. Third-party outsourcing On June 1, 2021, the Company completed the acquisition of Activ Nutritional LLC (see Note 3). Activ owns the Viactiv® line of supplement chews for bone health, immune health and other applications. As part of the acquisition, the Company assumed third-party agreements for the manufacture and product fulfillment of the Viactiv® products. Subsequent to the acquisition of Activ, the Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center to provide order processing and sales fulfillment, customer invoicing and collections, and product warehousing. Fees for these services are provided under a services and warehousing agreement based on 2% of the Company’s monthly gross invoiced sales, as defined. The services and warehousing agreement automatically renews every six months unless either party provides notice of its intent not to renew at least six months in advance. Substantially all of our products are shipped through the third-party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers are included in revenues. In addition, the Company uses the third-party fulfillment center to provide sales and inventory management, and marketing and promotional services. Fees for these services are provided under a sales representation agreement based on 4% of the Company’s monthly net invoiced sales, as defined. The sales representation services and warehousing agreement automatically renews every three months unless either party provides notice of its intent not to renew at least three months in advance. Subsequent to the acquisition of Activ, the Company has outsourced the production of substantially all of its products with a third party that manufactures and packages the finished products under a product supply agreement. The Company’s purchase price for each product includes costs for raw materials, production, and amounts for fees and profit, as defined, for the manufacturer. For the year ended December 31, 2021, costs incurred related to third-party outsourcing were: Schedule of Cost of Revenue Services and warehousing agreement $ 171,817 Sales representation agreement 301,031 Product supply agreement 2,925,781 Cost of revenue $ 3,398,629 At December 31, 2021, the Company recorded a receivable of $ 420,497 Shipping Costs Shipping costs associated with product distribution after manufacture are included as part of cost of goods sold. Shipping and handling expense totaled $ 338,829 24,029 Business Combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date. The excess of the fair value of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. Cash Cash consists of cash and demand deposits with banks. The Company holds no Investments Short-term investments held by the Company as of December 31, 2021, consist of a U.S. Treasury Bill, which is classified as held-to-maturity. The Company’s U.S. Treasury Bill is scheduled to mature approximately 30 days from the date of purchase. Unrealized gains and losses were not material. As of December 31, 2021, the carrying value of the Company’s U.S. Treasury Bill approximates its fair value due to its short-term maturity. Accounts Receivable Accounts receivable are recorded at the invoiced amounts. Management evaluates the collectability of its trade accounts receivable and determines an allowance for doubtful accounts based on historical write-offs, known or expected trends, and the identification of specific balances deemed uncollectible based on a customer’s financial condition, credit history and the current economic conditions. At December 31, 2021, the allowance for doubtful accounts was $ 20,695 no Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not subsequently written up. For the years ended December 31, 2021 and 2020, the Company wrote-down inventories of $ 179,222 971,719 Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Additions, improvements, and major renewals or replacements that substantially extend the useful life of an asset are capitalized. Repairs and maintenance expenditures are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three seven years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value at that time. At December 31, 2021 and 2020, management determined there were no impairments of the Company’s property and equipment. Intangible Assets Amortizable finite-lived identifiable intangible assets consist of a trade name and customer relationships acquired in the acquisition of Activ, effective June 1, 2021 (See Note 3), and are stated at cost less accumulated amortization. The trade name and customer relationships are being amortized over a period of 10 At December 31, 2021 and December 31, 2020, the Company had a trademark for $ 50,000 Goodwill The Company tests goodwill for impairment annually on December 31, or more frequently if a triggering event occurs and it updates its test with information that becomes available through the end of the period reported. Goodwill impairment exists when the fair value of goodwill is less than its carrying value. The Company is its sole reporting unit. During the fourth quarter of 2021, the Company experienced a sustained decrease in its share price, and as of December 31, 2021, the Company’s market capitalization was below the carrying value of the Company’s net assets. Management concluded that this was an impairment triggering event, and concluded that there was goodwill impairment of $ 11,893,134 No no Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. Concentrations Revenue. 49 49 10 , Accounts receivable 81 50 48 10 Purchases from vendors 70 % of all purchases. During the year ended December 31, 2020, the Company’s largest vendor accounted for approximately 38 % of all purchases. No other vendor accounted for more than 10 % of purchases during the years ended December 31, 2021 or 2020. Accounts payable 46 18 13 10 Cash balances. Cash balances are maintained at large, well-established financial institutions. At times, cash balances may exceed federally insured limits. Insurance coverage limits are $ 250,000 Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs aggregated approximately $ 161,833 44,429 Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s Clinical Nutrition products. Research and development costs totaled $ 64,358 160,978 Patent Costs The Company is the owner of four issued domestic patents, one granted patent in Canada, and one pending patent application in Hong Kong. Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, patent costs, including patent-related legal fees, filing fees and internally generated costs, are expensed as incurred. During the years ended December 31, 2021, and 2020, patent costs were approximately $ 67,681 124,806 Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Stock option grants, which are generally time or performance vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. Loss per Common Share Basic loss per share is computed by dividing net loss by the weighted-average common shares outstanding during a period. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Dilutive potential common shares include shares from unexercised warrants and options. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares issuable upon exercise of warrants and options are anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 December 31, 2021 2020 Warrants 485,067 2,132,758 Options 541,910 778,194 Unvested restricted common stock 202,671 30,000 Anti-dilutive securities excluded from computation of earnings per share 1,229,648 2,940,952 Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 – Level 2 – Level 3 – The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of December 31, 2021 and 2020: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. Treasury securities $ 4,995,623 $ - $ - $ 4,995,623 Total assets $ 4,995,623 $ - $ - $ 4,995,623 Liabilities $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - Level 1 Level 2 Level 3 Total December 31, 2020 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant liability $ - $ 25,978 $ - $ 25,978 Total liabilities $ - $ 25,978 $ - $ 25,978 The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, and accounts payable and accrued liabilities) approximates fair value due to the short-term nature of such instruments. Recent Accounting Pronouncements In September 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a smaller reporting company, ASU 2016-13 will be effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024 for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021. At December 31, 2020, the Company recorded a derivative liability of $ 25,978 10,417 25,978 25,978 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Acquisition of Activ Nutritiona
Acquisition of Activ Nutritional, LLC | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of Activ Nutritional, LLC | 3. Acquisition of Activ Nutritional, LLC On June 1, 2021, the Company completed the acquisition of Activ Nutritional LLC (“Activ”). The acquisition was made pursuant to an equity purchase agreement dated May 18, 2021 between the Company, Adare Pharmaceuticals, Inc., (“Adare”), and Activ. The Company acquired all of the issued and outstanding equity of Activ from Adare for $ 26,000,000 Activ owns the Viactiv® line of supplement chews for bone health, immune health and other applications which are currently marketed through many of the nation’s largest retailers, including, among others, Walmart (retail and online), Target and Amazon. The Viactiv product lines are expected to become the Company’s most prominent product lines for the foreseeable future. The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of Activ on the date of acquisition: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Fair value of consideration: Purchase price, as adjusted, paid in cash $ 25,949,654 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Cash $ 8,468 Accounts receivable 1,799,695 Inventories 613,063 Prepaids 49,025 Accounts payable (313,731 ) Net tangible assets 2,156,520 Trade names and trademarks 9,200,000 Customer relationships 2,700,000 Net identifiable intangible assets 11,900,000 Goodwill 11,893,134 Fair value of net assets acquired $ 25,949,654 The goodwill is attributable to expected synergies resulting from integrating the Viactiv product lines into the Company’s sales channels. The Company consolidated Activ’s operations with the Company’s operations commencing June 1, 2021, the closing date of the transaction. Activ’s operations are included in the Company’s Clinical Nutrition segment. The amount of revenue and net loss of Activ included in the Company’s consolidated statements of operations during the year ended December 31, 2021, was $ 6,473,000 868,000 Acquisition-related transaction costs (e.g., legal, due diligence, valuation, investment banking and other professional fees) are not included as a component of consideration transferred, but were expensed as incurred. During the year ended December 31, 2021, the Company incurred approximately $ 2,104,000 Pro Forma Information The following unaudited pro forma consolidated statement of operations for the year ended December 31, 2021 and 2020 is presented as if the acquisition of Activ had occurred on January 1, 2020, after giving effect to certain pro forma adjustments. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had actually been consummated on January 1, 2020. These results are prepared in accordance with ASC 606. Schedule of Pro Forma Financial Information 2021 2020 Unaudited Pro Forma December 31, 2021 2020 Revenue $ 12,765,911 $ 13,820,092 Net loss $ (22,171,583 ) $ (10,757,277 ) Net loss per share – basic and diluted $ ( $0.94 ) $ ($0.75 ) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following: Schedule of Inventories 2020 2020 December 31, 2020 2020 Raw materials $ 53,320 $ 218,307 Finished goods 314,371 166,665 Inventory $ 367,691 $ 384,972 The Company’s inventories are stated at the lower of cost or net realizable value on a FIFO basis. For the years ended December 31, 2021 and 2020, the Company recorded inventory write-downs of $ 179,222 971,719 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2021 2020 Leasehold improvements $ 4,898 $ 103,255 Testing equipment - 348,124 Furniture and fixtures 129,696 197,349 Computer equipment and software 111,469 68,460 Office equipment 1,642 9,835 247,705 727,023 Less accumulated depreciation and amortization (136,327 ) (441,347 ) $ 111,378 $ 285,676 Depreciation expense consisted of the following for the years ended December 31, 2021 and 2020, respectively: Schedule of Depreciation Expense Years Ended December 31, 2021 2020 Research and development expense $ 38,106 $ 35,846 Sales and marketing expense 16,362 13,252 General and administrative expense 37,107 16,378 $ 91,575 $ 65,476 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and Intangible Assets, Net Intangible asset, net consisted of the following: Schedule of Intangible Assets 2021 2020 December 31, 2021 2020 Trade name $ 9,200,000 $ - Customer relationships 2,700,000 - Trademark 50,000 50,000 Intangible assets, gross 11,950,000 50,000 Less accumulated amortization (694,167 ) - Intangible assets, net $ 11,255,833 $ 50,000 For the year ended December 31, 2021, amortization expense was $ 694,167 The expected future amortization expense for amortizable finite-lived intangible assets as of December 31, 2021 is as follows: Schedule of Finite-lived Intangible Assets Amortization Expense Total 2022 $ 1,190,000 2023 1,190,000 2024 1,190,000 2025 1,190,000 2026 1,190,000 Thereafter 5,255,833 Total future expected amortization expense $ 11,205,833 Goodwill: The changes in the carrying amount of goodwill are as follows: Schedule of Changes in Carrying Amount of Goodwill As of December 31, 2021 2020 Beginning balance: $ - $ - Acquisition (see Note 3) 11,893,134 - Impairment (11,893,134 ) - Ending balance: $ - $ - In connection with its acquisition of Activ (see Note 3) the Company identified amortizable intangible assets consisting of trade names of $ 9,200,000 2,700,000 10 As a result of the significant decrease in the Company’s market capitalization during the fourth quarter of 2021, the Company evaluated the impact to assess whether there was an impairment triggering event requiring it to perform a goodwill impairment test. In connection with the impairment triggering event, the Company first evaluated the recoverability of its long-lived asset group containing trade name and customer relationships to determine whether any assets were impaired. The Company compared the undiscounted cash flows of its long-lived asset group containing trade name and customer relationships to the carrying value of the asset group. If the undiscounted cash flows were less than the assets carrying value, the asset would be impaired. As of December 31, 2021, the Company determined undiscounted cash flows related to the trade names and customer lists were more than the carrying value of the assets, and therefore these intangible assets were not impaired. In connection with the impairment triggering event noted above, the Company next performed a goodwill impairment test as of December 31, 2021. As part of this impairment test, the Company used the income approach and utilized a substantial portion of the undiscounted cash flows forecast used to evaluate the long-lived asset group containing trade name and customer relationships above. However, the cash flow forecast was discounted to estimate fair value of the Company as sole reporting unit for the step one goodwill impairment test. The discount rate selected was 16% based on management’s consideration of the related risk associated with the forecast. Based on the result, the discounted cash flows were less than the net carrying value of the Company’s assets, and goodwill was determined to be impaired. Accordingly, the full amount of the Company’s goodwill of $ 11,893,134 These estimates and judgments used above may not be within the control of the Company and accordingly it is reasonably possible that the judgments and estimates could change in future periods. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases | |
Operating Leases | 7. Operating Leases As of December 31, 2021, the Company leased a warehouse space in Ohio under an operating lease. The Company accounts for its lease under ASC 842, Leases. Lease cancellation In October 2012, the Company entered into a lease for its corporate office and warehouse located in San Diego, California. The term of the lease, as amended, had a term through July 2023. On September 22, 2021, the Company entered into an agreement with the landlord to terminate the lease for this corporate office and warehouse space effective October 31, 2021. At September 22, 2021, the Company had recorded a right of use asset of $ 269,706 10,470 282,597 108,527 280,176 108,527 270,000 173,699 106,477 In July, 2021 the Company entered into a month-to-month lease for its primary corporate office space located in Houston, Texas, with lease payments of approximately $ 1,700 During the years ended December 31, 2021 and 2020, lease expense totaled approximately $ 148,826 45,000 As of December 31, 2021, the Company’s net right of use asset totaled $ 24,257 . During the years ended December 31, 2021 and December 31, 2020, the Company recorded amortization of right-of-use asset of $ 124,627 and $ 79,328 , respectively. As of December 31, 2021, the Company’s operating lease liabilities totaled $ 26,029 148,826 As of December 31, 2021, the weighted average remaining lease terms for operating leases are 1.17 3.9 Future minimum lease payments under the leases are as follows: Schedule of Lease Liability Year ending Operating Leases 2022 $ 22,843 2023 3,826 Total lease payments 26,669 Less: Imputed interest/present value discount (641 ) Present value of lease liabilities 26,028 Less Current portion (22,221 ) $ 3,807 |
Settlement with Former Officer
Settlement with Former Officer | 12 Months Ended |
Dec. 31, 2021 | |
Settlement With Former Officer | |
Settlement with Former Officer | 8. Settlement with Former Officer Effective June 15, 2020, Michael Favish resigned as Chief Executive Officer and as an employee of the Company and resigned from the Company’s Board of Directors. Terms of the settlement agreement between the parties included the continuation of his previous salary of $ 325,000 325,000 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Liability | 9. Warrant Liability On April 9, 2019, the Company issued 10,417 30.00 25,978 Effective January 1, 2021, the Company early adopted ASU 2020-06 using the modified retrospective approach. ASU 2020-06 removed the requirement to consider if the warrants would be settled in registered shares, and accordingly, the adoption of ASU 2020-06 resulted in a decrease to accumulated deficit of $ 25,978 25,978 At December 31, 2020, the fair value of such warrant was determined to be $ 259,878 Schedule of Fair Value Assumptions of Warrant Liability Warrant Liability As of Stock price 2.49 Risk free interest rate 0.17 % Expected volatility 148 % Expected life in years 3.8 Expected dividend yield 0 % Number of warrants 10,417 Fair value of derivative warrant liability 25,978 For the year ended December 31, 2020, an increase in fair value of the warrants was determined to be approximately $ 12,655 no |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity Common Stock The Company’s common stock has a par value of $ .001 250,000,000 24,426,993 15,170,628 January 2021 and February 2021 at the Market Offerings On January 8, 2021, the Company entered into a sales agreement with Maxim Group LLC (“Maxim”) pursuant to which the Company could sell up to $ 10,000,000 2,559,834 9,700,000 On January 28, 2021, the Company entered into a sales agreement with Maxim pursuant to which the Company could sell up to $ 25,000,000 5,048,840 24,250,000 The Company incurred costs related to these financings of approximately $ 327,000 33,623,000 Warrants A summary of the Company’s warrant activity is as follows: Schedule of Warrants Activity Shares Weighted Exercise Price Weighted December 31, 2019 4,800,456 $ 2.28 4.91 Granted - - - Forfeitures - - - Expirations (10,830 ) (9.00 ) - Exercised (2,656,868 ) (2.04 ) - December 31, 2020 2,132,758 $ 2.40 3.81 Granted Forfeitures Expirations Exercised (1,647,691 ) 2.26 - December 31, 2021, all exercisable 485,067 2.71 2.71 The exercise prices of warrants outstanding and exercisable as of December 31, 2021 are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 160,108 $ 2.05 146,667 2.67 112,001 3.30 37,700 3.51 18,174 17.25 10,417 30.00 485,067 During the year ended December 31, 2021, investors exercised warrants exercisable into 1,647,691 3,568,415 2.26 During the year ended December 31, 2020, investors exercised warrants exercisable into 2,656,868 5,452,000 2.05 As of December 31, 2021, the Company had an aggregate of 485,067 0 Stock Options A summary of the Company’s stock option activity is as follows: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2019 493,750 13.56 3.64 Granted 423,333 5.58 9.51 Forfeitures (138,889 ) - - Expirations - - - Exercised - - - December 31, 2020 778,194 $ 9.48 6.38 Granted 311,006 2.70 9.3 Forfeitures (236,112 ) - - Expirations - 26.40 - Exercised - - - December 31, 2021, outstanding 853,088 $ 6.34 6.5 December 31, 2021, exercisable 549,910 $ 8.01 5.2 The exercise prices of options outstanding and exercisable as of December 31, 2021 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 41,667 20,833 $ 0.91 41,667 41,667 1.48 50,000 - 1.61 66,668 8,344 1.76 5,000 5,000 1.91 41,667 41,667 2.33 1,667 1,667 2.46 16,667 12,501 3.25 152,671 - 3.95 208,333 191,962 6.00 104,167 104,167 12.00 1,041 1,041 13.80 112,500 112,500 15.00 853,088 549,910 The Company accounts for share-based payments in accordance with ASC 718 wherein grants are measured at the grant date fair value and charged to operations over the vesting periods. During the year ended December 31, 2021, the Company granted options to purchase 311,006 711,000 111 119 0.38 1.28 zero 5.13 6.01 0.91 3.95 202,671 three years 87,501 two years 20,834 During the year ended December 31, 2020, the Company granted options to purchase 423,333 1,033,510 142 148 0.18 zero 5.25 0.91 6.00 two years The Company computes stock price volatility over expected terms based on its historical common stock trading prices The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. The expected life of the stock options granted is estimated using the “simplified” method, whereby the expected term equals the average of the vesting term and the original contractual term of the stock option. For the years ended December 31, 2021 and 2020, the Company recognized aggregate stock-compensation expense of approximately $ 601,000 495,000 As of December 31, 2021, the Company had an aggregate of 314,150 284,388 5.2 8.01 5.2 0.65 zero Settlement of stock options issued to former officer In connection with a separation agreement entered into with Michael Favish, the Company’s former CEO (see Note 8), the expiration date of his vested stock options was extended for twelve months from June 15, 2020. In accordance with ASC 718, the extension of the exercise period for the vested options constitutes a modification of the original option agreement. In accounting for the modification, the Company calculated the fair value of the vested options immediately before modification using current valuation inputs including the Company’s closing stock price of $ 2.94 142 0.22 24,359 Mr. Favish’s unvested options of 138,889 (965,295) Restricted Common Stock Under the Company’s 2018 Equity Incentive Plan, a total of 1,666,667 244,338 1,422,329 In January 2021, the Company granted 152,671 41,667 4,167 37,500 50,000 The total fair value of the 244,338 743,000 669,000 63,000 2.50 The following table summarizes restricted common stock activity for the year ended December 31, 2021: Schedule of Non Vested Restricted Common Stock Activity Number of Shares Fair value of shares Non-vested shares, December 31, 2020 - $ - Granted 244,338 3.38 Vested (41,667 ) 1.41 Forfeited - - Non-vested shares, December 31, 2021 202,671 $ 3.38 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes No Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Years Ended December 31, 2021 2020 U. S. federal statutory tax rate (21.0 )% (21.0 )% State, net of federal benefit (7.0 )% (7.0 )% Non-deductible goodwill impairment charge - % - % Adjustment to deferred tax asset (28 )% (28.0 )% Change in valuation allowance 28 % 28.0 % Effective tax rate 0.0 % 0.0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2021 and 2020 are summarized below. Schedule of Components of Deferred Tax Assets 2021 2020 December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 8,329,000 $ 5,893,000 Stock-based compensation 1,637,000 1,362,000 Accrued expenses 12,000 12,000 Charitable contributions 3,000 - Inventory reserves 137,000 - Intangibles 39,000 106,000 Valuation allowance (10,126,000 ) (7,299,000 ) Total deferred tax assets 31,000 74,000 Deferred tax liabilities Allowance for doubtful accounts (4,000 ) - Operating lease right of use asset (1,000 ) (4,000 ) Research and development credit (13,000 ) (13,000 ) Depreciation (13,000 ) (57,000 ) Total deferred tax liabilities (31,000 ) (74,000 ) Deferred taxes, net $ - $ - In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2021, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. At December 31, 2021, the Company has available net operating loss carryforwards for federal income tax purposes of approximately $ 34,006,000 which, if not utilized earlier, will begin to expire in 2035 . Due to restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carryforwards, the utilization of the Company’s NOLs may be limited as a result of changes in stock ownership. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no The Company accounts for uncertainty in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2021, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Dr. Evans, together with his spouse, wholly owns Ceatus Media Group LLC, a California limited liability company (“Ceatus”), founded in 2004 specializing in digital marketing in the eye health care sector. The Company paid Ceatus approximately $ 96,000 51,000 Dr. Evans, together with his spouse, wholly owns DWT Evans LLC, an Ohio limited liability company (“DWT”), founded in 2000 which holds several pieces of real estate. One of these holdings includes real property in Greenville, Ohio where the Company’s subsidiary, VectorVision Ocular Health, leases office and warehouse space. The Company paid DWT rent in the amounts of approximately $ 22,174 20,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies The Company is periodically the subject of various pending or threatened legal actions and claims arising out of its operations in the normal course of business. In the opinion of management of the Company, adequate provision has been made in the Company’s financial statements at December 31, 2021 and December 31, 2020 with respect to any such matters. The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened legal proceeding against the Company that the Company believes could have a material adverse effect on its business, operating results, cash flows or financial condition. Effective January 6, 2021, the Board of Directors appointed Bret Scholtes as President, Chief Executive Officer, and as a director of the Company. The Company and Mr. Scholtes entered into an employment agreement pursuant to which Mr. Scholtes’ annual base salary is $ 400,000 400,000 Additionally, Mr. Scholtes shall be granted (i) stock options equal to 2% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company achieves certain specified performance objectives established by the Board of Directors for the Company’s fiscal years ending December 31, 2021, and December 31, 2022, and (ii) additional stock options equal to either 2% or 3% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company meets certain financial objectives during the first five years following January 6, 2021. If Mr. Scholtes’ employment is terminated by the Company without cause, as defined under his employment agreement, if the term expires after a notice of non-renewal is delivered by the Company, or if Mr. Scholtes’ employment is terminated following a change of control, as defined, Mr. Scholtes will be entitled to (a) twelve months’ base salary, (b) the prorated portion of the any bonus, based on actual performance, and (c) base salary and benefits accrued through the date of termination. NASDAQ Notice On January 25, 2022, Guardion Health Sciences, Inc. (the “Company”) received a written notice from the NASDAQ Stock Market LLC (“Nasdaq”) that the Company has not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum closing bid price of $ 1.00 In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until July 25, 2022, to regain compliance with the minimum closing bid price requirement. If the Company does not regain compliance during the compliance period ending July 25, 2022, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify for the second compliance period, the Company must (i) meet the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum closing bid price requirement and (ii) notify Nasdaq of its intent to cure the deficiency. The Company can achieve compliance with the minimum closing bid price requirement if, during either compliance period, the minimum closing bid price per share of the Company’s common stock is at least $ 1.00 The Company plans to carefully assess potential actions to regain compliance. However, the Company may be unable to regain compliance with the minimum closing bid price requirement during the compliance period(s), in which case the Company anticipates Nasdaq would provide a notice to the Company that its shares of common stock are subject to delisting, and the Company’s common shares would thereupon be delisted. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these consolidated financial statements with the SEC. Other than the matter described below, there were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements. On February 18, 2022, the Company, entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company sold (i) 32,550,000 shares of common stock, (ii) Series A Warrants to purchase 37,000,000 shares of common stock, (iii) Series B Warrants to purchase 37,000,000 shares of common stock and (iv) Pre-Funded Warrants to purchase 4,450,000 shares of common stock. On February 23, 2022, the offering closed, and the net proceeds to the Company, after deducting offering expenses, were approximately $ 10 million. In the event that the Company fails to deliver shares by the required delivery date upon exercise of the warrants, the Company may be subject to cash penalties in an amount up to $20 per trading day for each $1,000 of warrant shares until such shares are delivered |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company previously had two During the fourth quarter of 2021, the Company announced it would be winding down the Medical Devices Segment, which accounted for approximately 4% of revenue in 2021 one |
Reverse Stock Split | Reverse Stock Split On March 1, 2021, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effectuate a one-for-six (1:6) reverse stock split |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Activ Nutrititionals, Inc., VectorVision Ocular Health, Inc., NutriGuard Formulations, Inc., and Transcranial Doppler Solutions, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All products sold by the Company are distinct individual products and are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Historically the Company has not experienced any significant payment delays from customers. In certain circumstances, returns of products are allowed. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical product returns, the Company determined it is probable that such returns will not cause a significant reversal of revenue in the future. Due to the insignificant amount of historical returns, as well as the standalone nature of the Company’s products and assessment of performance obligations and transaction pricing for the Company’s sales contracts, the Company does not currently maintain a contract asset or liability balance at this time. The Company assesses its contracts and the reasonableness of its conclusions on a quarterly basis. Revenue by product: Schedule of Revenues by Product 2021 2020 Years Ended December 31, 2021 2020 Clinical Nutrition $ 6,952,359 $ 1,609,482 Diagnostics Equipment 280,758 275,862 Other - 4,500 Total revenue $ 7,233,118 $ 1,889,844 The Company’s revenues earned during the year ended December 31, 2021, are derived primarily from retail customers in North America. During the year ended December 31, 2020, our revenue was derived from retail customers in North America, plus a large sale to a single Malaysian distributor in the amount of approximately $ 890,000 Revenues by geographical areas: Schedule of Revenue by Geographical Area 2021 2020 Years Ended December 31, 2021 2020 North America $ 7,052,645 $ 891,768 Malaysia - 889,508 Other Asia 158,738 58,688 Europe and Other 21,735 49,880 Total revenue $ 7,233,118 $ 1,889,844 |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold is comprised of the costs for third-party contract manufacturing, packaging, manufacturing fees, and in-bound freight charges. Third-party outsourcing On June 1, 2021, the Company completed the acquisition of Activ Nutritional LLC (see Note 3). Activ owns the Viactiv® line of supplement chews for bone health, immune health and other applications. As part of the acquisition, the Company assumed third-party agreements for the manufacture and product fulfillment of the Viactiv® products. Subsequent to the acquisition of Activ, the Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center to provide order processing and sales fulfillment, customer invoicing and collections, and product warehousing. Fees for these services are provided under a services and warehousing agreement based on 2% of the Company’s monthly gross invoiced sales, as defined. The services and warehousing agreement automatically renews every six months unless either party provides notice of its intent not to renew at least six months in advance. Substantially all of our products are shipped through the third-party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers are included in revenues. In addition, the Company uses the third-party fulfillment center to provide sales and inventory management, and marketing and promotional services. Fees for these services are provided under a sales representation agreement based on 4% of the Company’s monthly net invoiced sales, as defined. The sales representation services and warehousing agreement automatically renews every three months unless either party provides notice of its intent not to renew at least three months in advance. Subsequent to the acquisition of Activ, the Company has outsourced the production of substantially all of its products with a third party that manufactures and packages the finished products under a product supply agreement. The Company’s purchase price for each product includes costs for raw materials, production, and amounts for fees and profit, as defined, for the manufacturer. For the year ended December 31, 2021, costs incurred related to third-party outsourcing were: Schedule of Cost of Revenue Services and warehousing agreement $ 171,817 Sales representation agreement 301,031 Product supply agreement 2,925,781 Cost of revenue $ 3,398,629 At December 31, 2021, the Company recorded a receivable of $ 420,497 |
Shipping Costs | Shipping Costs Shipping costs associated with product distribution after manufacture are included as part of cost of goods sold. Shipping and handling expense totaled $ 338,829 24,029 |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date. The excess of the fair value of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. |
Cash | Cash Cash consists of cash and demand deposits with banks. The Company holds no |
Investments | Investments Short-term investments held by the Company as of December 31, 2021, consist of a U.S. Treasury Bill, which is classified as held-to-maturity. The Company’s U.S. Treasury Bill is scheduled to mature approximately 30 days from the date of purchase. Unrealized gains and losses were not material. As of December 31, 2021, the carrying value of the Company’s U.S. Treasury Bill approximates its fair value due to its short-term maturity. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amounts. Management evaluates the collectability of its trade accounts receivable and determines an allowance for doubtful accounts based on historical write-offs, known or expected trends, and the identification of specific balances deemed uncollectible based on a customer’s financial condition, credit history and the current economic conditions. At December 31, 2021, the allowance for doubtful accounts was $ 20,695 no |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not subsequently written up. For the years ended December 31, 2021 and 2020, the Company wrote-down inventories of $ 179,222 971,719 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Additions, improvements, and major renewals or replacements that substantially extend the useful life of an asset are capitalized. Repairs and maintenance expenditures are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three seven years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value at that time. At December 31, 2021 and 2020, management determined there were no impairments of the Company’s property and equipment. |
Intangible Assets | Intangible Assets Amortizable finite-lived identifiable intangible assets consist of a trade name and customer relationships acquired in the acquisition of Activ, effective June 1, 2021 (See Note 3), and are stated at cost less accumulated amortization. The trade name and customer relationships are being amortized over a period of 10 At December 31, 2021 and December 31, 2020, the Company had a trademark for $ 50,000 |
Goodwill | Goodwill The Company tests goodwill for impairment annually on December 31, or more frequently if a triggering event occurs and it updates its test with information that becomes available through the end of the period reported. Goodwill impairment exists when the fair value of goodwill is less than its carrying value. The Company is its sole reporting unit. During the fourth quarter of 2021, the Company experienced a sustained decrease in its share price, and as of December 31, 2021, the Company’s market capitalization was below the carrying value of the Company’s net assets. Management concluded that this was an impairment triggering event, and concluded that there was goodwill impairment of $ 11,893,134 No no |
Leases | Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. |
Concentrations | Concentrations Revenue. 49 49 10 , Accounts receivable 81 50 48 10 Purchases from vendors 70 % of all purchases. During the year ended December 31, 2020, the Company’s largest vendor accounted for approximately 38 % of all purchases. No other vendor accounted for more than 10 % of purchases during the years ended December 31, 2021 or 2020. Accounts payable 46 18 13 10 Cash balances. Cash balances are maintained at large, well-established financial institutions. At times, cash balances may exceed federally insured limits. Insurance coverage limits are $ 250,000 |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs aggregated approximately $ 161,833 44,429 |
Research and Development Costs | Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s Clinical Nutrition products. Research and development costs totaled $ 64,358 160,978 |
Patent Costs | Patent Costs The Company is the owner of four issued domestic patents, one granted patent in Canada, and one pending patent application in Hong Kong. Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, patent costs, including patent-related legal fees, filing fees and internally generated costs, are expensed as incurred. During the years ended December 31, 2021, and 2020, patent costs were approximately $ 67,681 124,806 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Stock option grants, which are generally time or performance vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. |
Income Taxes | Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Loss per Common Share | Loss per Common Share Basic loss per share is computed by dividing net loss by the weighted-average common shares outstanding during a period. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Dilutive potential common shares include shares from unexercised warrants and options. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares issuable upon exercise of warrants and options are anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 December 31, 2021 2020 Warrants 485,067 2,132,758 Options 541,910 778,194 Unvested restricted common stock 202,671 30,000 Anti-dilutive securities excluded from computation of earnings per share 1,229,648 2,940,952 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 – Level 2 – Level 3 – The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of December 31, 2021 and 2020: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. Treasury securities $ 4,995,623 $ - $ - $ 4,995,623 Total assets $ 4,995,623 $ - $ - $ 4,995,623 Liabilities $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - Level 1 Level 2 Level 3 Total December 31, 2020 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant liability $ - $ 25,978 $ - $ 25,978 Total liabilities $ - $ 25,978 $ - $ 25,978 The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, and accounts payable and accrued liabilities) approximates fair value due to the short-term nature of such instruments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a smaller reporting company, ASU 2016-13 will be effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024 for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021. At December 31, 2020, the Company recorded a derivative liability of $ 25,978 10,417 25,978 25,978 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adopt ASU 2021-04 in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of ASU 2021-04 is not expected to have any impact on the Company’s consolidated financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenues by Product | Revenue by product: Schedule of Revenues by Product 2021 2020 Years Ended December 31, 2021 2020 Clinical Nutrition $ 6,952,359 $ 1,609,482 Diagnostics Equipment 280,758 275,862 Other - 4,500 Total revenue $ 7,233,118 $ 1,889,844 |
Schedule of Revenue by Geographical Area | Revenues by geographical areas: Schedule of Revenue by Geographical Area 2021 2020 Years Ended December 31, 2021 2020 North America $ 7,052,645 $ 891,768 Malaysia - 889,508 Other Asia 158,738 58,688 Europe and Other 21,735 49,880 Total revenue $ 7,233,118 $ 1,889,844 |
Schedule of Cost of Revenue | For the year ended December 31, 2021, costs incurred related to third-party outsourcing were: Schedule of Cost of Revenue Services and warehousing agreement $ 171,817 Sales representation agreement 301,031 Product supply agreement 2,925,781 Cost of revenue $ 3,398,629 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2021 2020 December 31, 2021 2020 Warrants 485,067 2,132,758 Options 541,910 778,194 Unvested restricted common stock 202,671 30,000 Anti-dilutive securities excluded from computation of earnings per share 1,229,648 2,940,952 |
Schedule of Assets and Liabilities at Fair Value | The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of December 31, 2021 and 2020: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. Treasury securities $ 4,995,623 $ - $ - $ 4,995,623 Total assets $ 4,995,623 $ - $ - $ 4,995,623 Liabilities $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - Level 1 Level 2 Level 3 Total December 31, 2020 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant liability $ - $ 25,978 $ - $ 25,978 Total liabilities $ - $ 25,978 $ - $ 25,978 |
Acquisition of Activ Nutritio_2
Acquisition of Activ Nutritional, LLC (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of Activ on the date of acquisition: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Fair value of consideration: Purchase price, as adjusted, paid in cash $ 25,949,654 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Cash $ 8,468 Accounts receivable 1,799,695 Inventories 613,063 Prepaids 49,025 Accounts payable (313,731 ) Net tangible assets 2,156,520 Trade names and trademarks 9,200,000 Customer relationships 2,700,000 Net identifiable intangible assets 11,900,000 Goodwill 11,893,134 Fair value of net assets acquired $ 25,949,654 |
Schedule of Pro Forma Financial Information | Schedule of Pro Forma Financial Information 2021 2020 Unaudited Pro Forma December 31, 2021 2020 Revenue $ 12,765,911 $ 13,820,092 Net loss $ (22,171,583 ) $ (10,757,277 ) Net loss per share – basic and diluted $ ( $0.94 ) $ ($0.75 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: Schedule of Inventories 2020 2020 December 31, 2020 2020 Raw materials $ 53,320 $ 218,307 Finished goods 314,371 166,665 Inventory $ 367,691 $ 384,972 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2021 2020 Leasehold improvements $ 4,898 $ 103,255 Testing equipment - 348,124 Furniture and fixtures 129,696 197,349 Computer equipment and software 111,469 68,460 Office equipment 1,642 9,835 247,705 727,023 Less accumulated depreciation and amortization (136,327 ) (441,347 ) $ 111,378 $ 285,676 |
Schedule of Depreciation Expense | Depreciation expense consisted of the following for the years ended December 31, 2021 and 2020, respectively: Schedule of Depreciation Expense Years Ended December 31, 2021 2020 Research and development expense $ 38,106 $ 35,846 Sales and marketing expense 16,362 13,252 General and administrative expense 37,107 16,378 $ 91,575 $ 65,476 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible asset, net consisted of the following: Schedule of Intangible Assets 2021 2020 December 31, 2021 2020 Trade name $ 9,200,000 $ - Customer relationships 2,700,000 - Trademark 50,000 50,000 Intangible assets, gross 11,950,000 50,000 Less accumulated amortization (694,167 ) - Intangible assets, net $ 11,255,833 $ 50,000 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Schedule of Finite-lived Intangible Assets Amortization Expense Total 2022 $ 1,190,000 2023 1,190,000 2024 1,190,000 2025 1,190,000 2026 1,190,000 Thereafter 5,255,833 Total future expected amortization expense $ 11,205,833 |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows: Schedule of Changes in Carrying Amount of Goodwill As of December 31, 2021 2020 Beginning balance: $ - $ - Acquisition (see Note 3) 11,893,134 - Impairment (11,893,134 ) - Ending balance: $ - $ - |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Operating Leases | |
Schedule of Lease Liability | Future minimum lease payments under the leases are as follows: Schedule of Lease Liability Year ending Operating Leases 2022 $ 22,843 2023 3,826 Total lease payments 26,669 Less: Imputed interest/present value discount (641 ) Present value of lease liabilities 26,028 Less Current portion (22,221 ) $ 3,807 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value Assumptions of Warrant Liability | Schedule of Fair Value Assumptions of Warrant Liability Warrant Liability As of Stock price 2.49 Risk free interest rate 0.17 % Expected volatility 148 % Expected life in years 3.8 Expected dividend yield 0 % Number of warrants 10,417 Fair value of derivative warrant liability 25,978 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of the Company’s warrant activity is as follows: Schedule of Warrants Activity Shares Weighted Exercise Price Weighted December 31, 2019 4,800,456 $ 2.28 4.91 Granted - - - Forfeitures - - - Expirations (10,830 ) (9.00 ) - Exercised (2,656,868 ) (2.04 ) - December 31, 2020 2,132,758 $ 2.40 3.81 Granted Forfeitures Expirations Exercised (1,647,691 ) 2.26 - December 31, 2021, all exercisable 485,067 2.71 2.71 |
Schedule of Exercise Price of Warrants Outstanding and Exercisable | The exercise prices of warrants outstanding and exercisable as of December 31, 2021 are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 160,108 $ 2.05 146,667 2.67 112,001 3.30 37,700 3.51 18,174 17.25 10,417 30.00 485,067 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the Company’s stock option activity is as follows: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2019 493,750 13.56 3.64 Granted 423,333 5.58 9.51 Forfeitures (138,889 ) - - Expirations - - - Exercised - - - December 31, 2020 778,194 $ 9.48 6.38 Granted 311,006 2.70 9.3 Forfeitures (236,112 ) - - Expirations - 26.40 - Exercised - - - December 31, 2021, outstanding 853,088 $ 6.34 6.5 December 31, 2021, exercisable 549,910 $ 8.01 5.2 |
Schedule of Exercise Price of Options Outstanding and Exercisable | Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 41,667 20,833 $ 0.91 41,667 41,667 1.48 50,000 - 1.61 66,668 8,344 1.76 5,000 5,000 1.91 41,667 41,667 2.33 1,667 1,667 2.46 16,667 12,501 3.25 152,671 - 3.95 208,333 191,962 6.00 104,167 104,167 12.00 1,041 1,041 13.80 112,500 112,500 15.00 853,088 549,910 |
Schedule of Non Vested Restricted Common Stock Activity | The following table summarizes restricted common stock activity for the year ended December 31, 2021: Schedule of Non Vested Restricted Common Stock Activity Number of Shares Fair value of shares Non-vested shares, December 31, 2020 - $ - Granted 244,338 3.38 Vested (41,667 ) 1.41 Forfeited - - Non-vested shares, December 31, 2021 202,671 $ 3.38 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Years Ended December 31, 2021 2020 U. S. federal statutory tax rate (21.0 )% (21.0 )% State, net of federal benefit (7.0 )% (7.0 )% Non-deductible goodwill impairment charge - % - % Adjustment to deferred tax asset (28 )% (28.0 )% Change in valuation allowance 28 % 28.0 % Effective tax rate 0.0 % 0.0 % |
Schedule of Components of Deferred Tax Assets | Schedule of Components of Deferred Tax Assets 2021 2020 December 31, 2021 2020 Deferred tax assets Net operating loss carryforwards $ 8,329,000 $ 5,893,000 Stock-based compensation 1,637,000 1,362,000 Accrued expenses 12,000 12,000 Charitable contributions 3,000 - Inventory reserves 137,000 - Intangibles 39,000 106,000 Valuation allowance (10,126,000 ) (7,299,000 ) Total deferred tax assets 31,000 74,000 Deferred tax liabilities Allowance for doubtful accounts (4,000 ) - Operating lease right of use asset (1,000 ) (4,000 ) Research and development credit (13,000 ) (13,000 ) Depreciation (13,000 ) (57,000 ) Total deferred tax liabilities (31,000 ) (74,000 ) Deferred taxes, net $ - $ - |
Organization and Business and_2
Organization and Business and Business Operations (Details Narrative) - USD ($) | Feb. 23, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | ||||
Net Income (Loss) Attributable to Parent | $ 24,745,009 | $ 8,571,657 | ||
Net Cash Provided by (Used in) Operating Activities | 10,644,416 | $ 8,013,929 | ||
Cash, Cash Equivalents, and Short-term Investments | 9,089,550 | |||
Working capital | $ 10,910,139 | |||
Cash penalties, description | In the event that the Company fails to deliver shares by the required delivery date upon exercise of the warrants, the Company may be subject to cash penalties in an amount up to $20 per trading day for each $1,000 of warrant shares until such shares are delivered | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from Issuance or Sale of Equity | $ 10,000,000 | $ 10,000,000 |
Schedule of Revenues by Product
Schedule of Revenues by Product (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Total revenue | $ 7,233,118 | $ 1,889,844 |
Clinical Nutrition [Member] | ||
Product Information [Line Items] | ||
Total revenue | 6,952,359 | 1,609,482 |
Diagnostics Equipment [Member] | ||
Product Information [Line Items] | ||
Total revenue | 280,758 | 275,862 |
Other [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ 4,500 |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographical Area (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total revenue | $ 7,233,118 | $ 1,889,844 |
North America [Member] | ||
Total revenue | 7,052,645 | 891,768 |
MALAYSIA | ||
Total revenue | 889,508 | |
Asia [Member] | ||
Total revenue | 158,738 | 58,688 |
Europe and Other [Member] | ||
Total revenue | $ 21,735 | $ 49,880 |
Schedule of Cost of Revenue (De
Schedule of Cost of Revenue (Details) - Third Party [Member] | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |
Cost of revenue | $ 3,398,629 |
Services and Warehousing Agreement [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cost of revenue | 171,817 |
Sales Representation Agreement [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cost of revenue | 301,031 |
Product Supply Agreement [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Cost of revenue | $ 2,925,781 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 1,229,648 | 2,940,952 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 485,067 | 2,132,758 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 541,910 | 778,194 |
Unvested Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share | 202,671 | 30,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities at Fair Value (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | $ 4,995,623 | |
Total liabilities | 25,978 | |
US Treasury Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 4,995,623 | |
Warrant Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total liabilities | 25,978 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 4,995,623 | |
Total liabilities | ||
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 4,995,623 | |
Fair Value, Inputs, Level 1 [Member] | Warrant Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | ||
Total liabilities | 25,978 | |
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | ||
Fair Value, Inputs, Level 2 [Member] | Warrant Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total liabilities | 25,978 | |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | ||
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total liabilities |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | Mar. 01, 2021 | Jan. 01, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($)shares |
Product Information [Line Items] | ||||||
Number of reporting units | Segment | 1 | 2 | ||||
Winding description | During the fourth quarter of 2021, the Company announced it would be winding down the Medical Devices Segment, which accounted for approximately 4% of revenue in 2021 | |||||
Reverse stock split description | one-for-six (1:6) reverse stock split | |||||
Revenue | $ 7,233,118 | $ 1,889,844 | ||||
Accounts receivable | $ 1,411,567 | 1,411,567 | 11,248 | |||
Cost of goods sold | 4,122,684 | 1,946,635 | ||||
Cash equivalents | 0 | 0 | 0 | |||
Allowance for accounts receivable | 20,695 | 20,695 | 0 | |||
Inventory write-down | 179,222 | 971,719 | ||||
Goodwill impairment | 11,893,134 | 11,893,134 | ||||
Goodwill | ||||||
Cash FDIC insured | 250,000 | 250,000 | ||||
Advertising costs | 161,833 | 44,429 | ||||
Research and development expense | 64,358 | 160,978 | ||||
Patent costs | 67,681 | 67,681 | 124,806 | |||
Warrants issued | shares | 10,417 | |||||
Accumulated deficit | 78,802,072 | 78,802,072 | 54,083,328 | |||
Increase (decrease) in derivative warrant liability | $ 12,655 | |||||
Accounting Standards Update 2020-06 [Member] | ||||||
Product Information [Line Items] | ||||||
Accumulated deficit | $ 25,978 | |||||
Increase (decrease) in derivative warrant liability | $ 25,978 | |||||
Warrant [Member] | ||||||
Product Information [Line Items] | ||||||
Derivative liability | 25,978 | $ 25,978 | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 49.00% | 49.00% | ||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 81.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 50.00% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 48.00% | |||||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | One Manufacturer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 70.00% | |||||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 38.00% | |||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendor [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 46.00% | |||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 18.00% | |||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 13.00% | |||||
Trade Name and Customer Relationships [Member] | ||||||
Product Information [Line Items] | ||||||
Intangible asset, useful life | 10 years | |||||
Trademarks [Member] | ||||||
Product Information [Line Items] | ||||||
Indefinite-lived intangible asset | 50,000 | $ 50,000 | $ 50,000 | |||
Minimum [Member] | ||||||
Product Information [Line Items] | ||||||
Property and equipment useful life | 3 years | |||||
Maximum [Member] | ||||||
Product Information [Line Items] | ||||||
Property and equipment useful life | 7 years | |||||
Maximum [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Other Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||
Maximum [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Other Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||
Maximum [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Other Vendor [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||
Maximum [Member] | Accounts Payable [Member] | Customer Concentration Risk [Member] | Other Vendor [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||
Shipping and Handling [Member] | ||||||
Product Information [Line Items] | ||||||
Cost of goods sold | $ 338,829 | $ 24,029 | ||||
Malaysian Company [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | $ 890,000 | |||||
Third Party [Member] | ||||||
Product Information [Line Items] | ||||||
Accounts receivable | $ 420,497 | $ 420,497 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jun. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | ||||
Trademarks [Member] | ||||
Business Acquisition [Line Items] | ||||
Net identifiable intangible assets | 9,200,000 | |||
Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Net identifiable intangible assets | $ 2,700,000 | |||
Activ Nutritional, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price, as adjusted, paid in cash | $ 25,949,654 | |||
Cash | 8,468 | |||
Accounts receivable | 1,799,695 | |||
Inventories | 613,063 | |||
Prepaids | 49,025 | |||
Accounts payable | (313,731) | |||
Net tangible assets | 2,156,520 | |||
Net identifiable intangible assets | 11,900,000 | |||
Goodwill | 11,893,134 | |||
Fair value of net assets acquired | 25,949,654 | |||
Activ Nutritional, LLC [Member] | Trademarks [Member] | ||||
Business Acquisition [Line Items] | ||||
Net identifiable intangible assets | 9,200,000 | |||
Activ Nutritional, LLC [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Net identifiable intangible assets | $ 2,700,000 |
Schedule of Pro Forma Financial
Schedule of Pro Forma Financial Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 12,765,911 | $ 13,820,092 |
Net loss | $ (22,171,583) | $ (10,757,277) |
Net loss per share – basic and diluted | $ 0.94 | $ (0.75) |
Acquisition of Activ Nutritio_3
Acquisition of Activ Nutritional, LLC (Details Narrative) - USD ($) | Jun. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Acquisition-related costs | $ 2,103,680 | ||
Activ Nutritional, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Equity issued and outstanding | $ 26,000,000 | ||
Business combination revenue | 6,473,000 | $ 868,000 | |
Acquisition-related costs | $ 2,104,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 53,320 | $ 218,307 |
Finished goods | 314,371 | 166,665 |
Inventory | $ 367,691 | $ 384,972 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Write down inventory | $ 179,222 | $ 971,719 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 247,705 | $ 727,023 |
Less accumulated depreciation and amortization | (136,327) | (441,347) |
Property, plant and equipment, net | 111,378 | 285,676 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,898 | 103,255 |
Testing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 348,124 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 129,696 | 197,349 |
Computer Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 111,469 | 68,460 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,642 | $ 9,835 |
Schedule of Depreciation Expens
Schedule of Depreciation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 91,575 | $ 65,476 |
Research and Development Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | 38,106 | 35,846 |
Selling and Marketing Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | 16,362 | 13,252 |
General and Administrative Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 37,107 | $ 16,378 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trade name | $ 9,200,000 | |
Customer relationships | 2,700,000 | |
Trademark | 50,000 | 50,000 |
Intangible assets, gross | 11,950,000 | 50,000 |
Less accumulated amortization | (694,167) | |
Intangible assets, net | $ 11,255,833 | $ 50,000 |
Schedule of Finite-lived Intang
Schedule of Finite-lived Intangible Assets Amortization Expense (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 1,190,000 |
2023 | 1,190,000 |
2024 | 1,190,000 |
2025 | 1,190,000 |
2026 | 1,190,000 |
Thereafter | 5,255,833 |
Total future expected amortization expense | $ 11,205,833 |
Schedule of Changes in Carrying
Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Beginning Balance | |||
Acquisition | 11,893,134 | ||
Impairment | $ (11,893,134) | (11,893,134) | |
Ending Balance |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 694,167 | ||
Goodwill, Impairment Loss | $ 11,893,134 | 11,893,134 | |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net identifiable intangible assets | 9,200,000 | 9,200,000 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Net identifiable intangible assets | $ 2,700,000 | $ 2,700,000 | |
Trade Name and Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Schedule of Lease Liability (De
Schedule of Lease Liability (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 22,843 | |
2023 | 3,826 | |
Total lease payments | 26,669 | |
Less: Imputed interest/present value discount | (641) | |
Present value of lease liabilities | 26,028 | |
Less Current portion | (22,221) | $ (162,845) |
Operating lease liability - long term | $ 3,807 | $ 271,903 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | Oct. 29, 2021 | Sep. 22, 2021 | Jul. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Operating Lease, Right-of-Use Asset | $ 24,257 | $ 418,590 | ||||
Lease liabilities | 26,028 | |||||
Gain (Loss) on Termination of Lease | 106,477 | |||||
Operating lease payments | $ 1,700 | |||||
Operating Lease, Cost | 148,826 | 45,000 | ||||
[custom:OperatingAssetAmortizationExpense] | 124,627 | $ 79,328 | ||||
Operating lease liabilities | $ 26,029 | |||||
Weighted average remaining lease terms | 1 year 2 months 1 day | |||||
Lease discount rate | 3.90% | |||||
Lease Termination [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Operating Lease, Right-of-Use Asset | $ 269,706 | |||||
Deposit Assets | 10,470 | |||||
Lease liabilities | 282,597 | |||||
Lease termination fee | $ 108,527 | |||||
Impairment, Lessor Asset under Operating Lease | $ 280,176 | |||||
Payment of lease termination fee | $ 108,527 | |||||
Cancellation of operating lease liability | 270,000 | |||||
Gain (Loss) on Termination of Lease | $ 173,699 |
Settlement with Former Officer
Settlement with Former Officer (Details Narrative) - USD ($) | Jun. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Costs related to resignation | $ 615,936 | ||
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Former officers costs | $ 325,000 | ||
Costs related to resignation | $ 325,000 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumptions of Warrant Liability (Details) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Number of warrants | 10,417 | |
Warrant Liability [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Number of warrants | 10,417 | |
Fair value of derivative warrant liability | $ | $ 25,978 | |
Warrant Liability [Member] | Measurement Input, Share Price [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Stock price | $ / shares | $ 2.49 | |
Warrant Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | 0.17 | |
Warrant Liability [Member] | Measurement Input, Price Volatility [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | 148 | |
Warrant Liability [Member] | Measurement Input, Expected Term [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input, expected life (years) | 3 years 9 months 18 days | |
Warrant Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | 0 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | Jan. 02, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 09, 2019 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Class of Warrant or Right, Outstanding | 10,417 | ||||
Accumulated deficit | $ (78,802,072) | $ (54,083,328) | |||
Increase (decrease) in derivative warrant liability | 12,655 | ||||
Fair value of warrants | $ 259,878 | ||||
Underwriters [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Accumulated deficit | $ 25,978 | ||||
Increase (decrease) in derivative warrant liability | $ 25,978 | ||||
Underwriters [Member] | IPO [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||
Class of Warrant or Right, Outstanding | 10,417 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 30 | ||||
Fair Value Adjustment of Warrants | $ 25,978 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares, Ending Balance | 485,067 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares, Beginning Balance | 2,132,758 | 4,800,456 |
Weighted Average Exercise Price, Beginning Balance | $ 2.40 | $ 2.28 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 3 years 9 months 21 days | 4 years 10 months 28 days |
Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
Shares, Forfeitures | ||
Weighted Average Exercise Price, Forfeitures | ||
Shares, Expirations | (10,830) | |
Weighted Average Exercise Price, Expirations | $ (9) | |
Shares, Exercised | (1,647,691) | (2,656,868) |
Weighted Average Exercise Price, Exercised | $ 2.26 | $ (2.04) |
Shares, Ending Balance | 485,067 | 2,132,758 |
Weighted Average Exercise Price, Ending Balance | $ 2.71 | $ 2.40 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 2 years 8 months 15 days |
Schedule of Exercise Price of W
Schedule of Exercise Price of Warrants Outstanding and Exercisable (Details) | Dec. 31, 2021$ / sharesshares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 485,067 |
Warrant One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 160,108 |
Exercise Prices | $ / shares | $ 2.05 |
Warrant Two [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 146,667 |
Exercise Prices | $ / shares | $ 2.67 |
Warrant Three [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 112,001 |
Exercise Prices | $ / shares | $ 3.30 |
Warrant Four [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 37,700 |
Exercise Prices | $ / shares | $ 3.51 |
Warrant Five [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 18,174 |
Exercise Prices | $ / shares | $ 17.25 |
Warrant Six [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 10,417 |
Exercise Prices | $ / shares | $ 30 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Shares Outstanding, Beginning Balance | 778,194 | 493,750 |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 9.48 | $ 13.56 |
Weighted Average Remaining Contractual Term (Years) Outstanding, Beginning Balance | 6 years 4 months 17 days | 3 years 7 months 20 days |
Shares, Granted | 311,006 | 423,333 |
Weighted Average Exercise Price, Granted | $ 2.70 | $ 5.58 |
Weighted Average Remaining Contractual Term (Years), Granted | 9 years 3 months 18 days | 9 years 6 months 3 days |
Shares, Forfeitures | (236,112) | (138,889) |
Weighted Average Exercise Price, Forfeitures | ||
Shares, Expirations | ||
Weighted Average Exercise Price, Expirations | $ 26.40 | |
Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Shares Outstanding, Ending Balance | 853,088 | 778,194 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 6.34 | $ 9.48 |
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance | 6 years 6 months | |
Shares Exercisable, Ending Balance | 549,910 | |
Weighted Average Exercise Price Exercisable, Ending Balance | $ 8.01 | |
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance | 5 years 2 months 12 days |
Schedule of Exercise Price of O
Schedule of Exercise Price of Options Outstanding and Exercisable (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 853,088 | 778,194 | 493,750 |
Options Exercisable (Shares) | 549,910 | ||
Exercise Price One [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 41,667 | ||
Options Exercisable (Shares) | 20,833 | ||
Exercise Prices | $ 0.91 | ||
Exercise Price Two [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 41,667 | ||
Options Exercisable (Shares) | 41,667 | ||
Exercise Prices | $ 1.48 | ||
Exercise Price Three [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 50,000 | ||
Options Exercisable (Shares) | |||
Exercise Prices | $ 1.61 | ||
Exercise Price Four [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 66,668 | ||
Options Exercisable (Shares) | 8,344 | ||
Exercise Prices | $ 1.76 | ||
Exercise Price Five [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 5,000 | ||
Options Exercisable (Shares) | 5,000 | ||
Exercise Prices | $ 1.91 | ||
Exercise Price Six [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 41,667 | ||
Options Exercisable (Shares) | 41,667 | ||
Exercise Prices | $ 2.33 | ||
Exercise Price Seven [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 1,667 | ||
Options Exercisable (Shares) | 1,667 | ||
Exercise Prices | $ 2.46 | ||
Exercise Price Eight [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 16,667 | ||
Options Exercisable (Shares) | 12,501 | ||
Exercise Prices | $ 3.25 | ||
Exercise Price Nine [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 152,671 | ||
Options Exercisable (Shares) | |||
Exercise Prices | $ 3.95 | ||
Exercise Price Ten [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 208,333 | ||
Options Exercisable (Shares) | 191,962 | ||
Exercise Prices | $ 6 | ||
Exercise Price Eleven [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 104,167 | ||
Options Exercisable (Shares) | 104,167 | ||
Exercise Prices | $ 12 | ||
Exercise Price Twelve [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 1,041 | ||
Options Exercisable (Shares) | 1,041 | ||
Exercise Prices | $ 13.80 | ||
Exercise Price Thirteen [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 112,500 | ||
Options Exercisable (Shares) | 112,500 | ||
Exercise Prices | $ 15 |
Schedule of Non Vested Restrict
Schedule of Non Vested Restricted Common Stock Activity (Details) - Restricted Common Stock [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Non-vested shares, beginning | shares | |
Fair value of shares, Non-vested shares, beginning | $ / shares | |
Number of shares, Granted | shares | 244,338 |
Fair value of shares, Granted | $ / shares | $ 3.38 |
Number of shares, Vested | shares | (41,667) |
Fair value of shares, Vested | $ / shares | $ 1.41 |
Number of shares, Vested | shares | |
Fair value of shares, Vested | $ / shares | |
Number of shares, Non-vested shares, ending | shares | 202,671 |
Fair value of shares, Non-vested shares, ending | $ / shares | $ 3.38 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | Feb. 10, 2021 | Jan. 28, 2021 | Jan. 15, 2021 | Jan. 08, 2021 | Jun. 15, 2020 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||
Common stock, shares outstanding | 24,426,993 | 15,170,628 | |||||||
Shares options, granted | 311,006 | 423,333 | |||||||
Unvested options forfeited | 236,112 | 138,889 | |||||||
2018 Equity Incentive Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares options, granted | 1,422,329 | ||||||||
Shares issued | 244,338 | ||||||||
Stock Options [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Share-based Payment Arrangement, Expense | $ 601,000 | $ 495,000 | |||||||
Restricted Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares options, granted | 50,000 | ||||||||
Grant date fair value of options granted | $ 743,000 | ||||||||
Number of options vested | 4,167 | ||||||||
Share-based Payment Arrangement, Expense | $ 669,000 | ||||||||
Fair value of shares | 244,338 | ||||||||
Unvested compensation award | $ 63,000 | ||||||||
Unvested options, amortized year | 2 years 6 months | ||||||||
Restricted Stock [Member] | 2018 Equity Incentive Plan [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares issued | 1,666,667 | ||||||||
Warrant [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Warrants to purchase common stock | 485,067 | ||||||||
Intrinsic value of warrants outstanding | $ 0 | ||||||||
Unvested Options [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of unvested options outstanding | 314,150 | ||||||||
Number of unvested options outstanding, value | $ 284,388 | ||||||||
Unvested options, weighted average remaining life | 5 years 2 months 12 days | ||||||||
Unvested options, weighted average exercise price | $ 8.01 | ||||||||
Closing stock price | $ 0.65 | ||||||||
Aggregate intrinsic value of options outstanding | $ 0 | ||||||||
Restricted Common Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of options vested | 37,500 | ||||||||
Investors [Member] | Warrants [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of common stock issued | 1,647,691 | 2,656,868 | |||||||
Net proceeds from warrants | $ 3,568,415 | $ 5,452,000 | |||||||
Stock price | $ 2.26 | $ 2.05 | |||||||
Six Employees [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares options, granted | 311,006 | 423,333 | |||||||
Grant date fair value of options granted | $ 711,000 | $ 1,033,510 | |||||||
Discount rate | 0.18% | ||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||
Expected life | 5 years 3 months | ||||||||
Option vesting period | 2 years | ||||||||
Six Employees [Member] | Vest Ratably Over Three Years [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of options vested | 202,671 | ||||||||
Option vesting period | 3 years | ||||||||
Six Employees [Member] | Vest On Quarterly Basis [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of options vested | 87,501 | ||||||||
Option vesting period | 2 years | ||||||||
Six Employees [Member] | Vested Immediately [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of options vested | 20,834 | ||||||||
Michael Favish [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Volatility rate | 142.00% | ||||||||
Discount rate | 0.22% | ||||||||
Share-based Payment Arrangement, Expense | $ 24,359 | ||||||||
Closing stock price | $ 2.94 | ||||||||
Unvested options forfeited | 138,889 | ||||||||
Recognized stock compensation expense | $ (965,295) | ||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Shares options, granted | 152,671 | ||||||||
Consultant [Member] | Restricted Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of options vested | 41,667 | ||||||||
Sales Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock, proceeds from transaction | 33,623,000 | ||||||||
Issuance cost | $ 327,000 | ||||||||
January 2021 1st ATM offering [Member] | Sales Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,559,834 | ||||||||
Sale of stock, proceeds from transaction | $ 9,700,000 | ||||||||
January 2021 2nd ATM offering [Member] | Sales Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 5,048,840 | ||||||||
Sale of stock, proceeds from transaction | $ 24,250,000 | ||||||||
Maximum [Member] | Unvested Options [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Unvested options, weighted average remaining life | 5 years 2 months 12 days | ||||||||
Maximum [Member] | Six Employees [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Volatility rate | 119.00% | 148.00% | |||||||
Discount rate | 1.28% | ||||||||
Expected life | 6 years 3 days | ||||||||
Stock option, exercise price per share | $ 3.95 | $ 6 | |||||||
Maximum [Member] | January 2021 1st ATM offering [Member] | Sales Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Stock, Consideration Received Per Transaction | $ 10,000,000 | ||||||||
Maximum [Member] | January 2021 2nd ATM offering [Member] | Sales Agreement [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of Stock, Consideration Received Per Transaction | $ 25,000,000 | ||||||||
Minimum [Member] | Six Employees [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Volatility rate | 111.00% | 142.00% | |||||||
Discount rate | 0.38% | ||||||||
Expected life | 5 years 1 month 17 days | ||||||||
Stock option, exercise price per share | $ 0.91 | $ 0.91 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (21.00%) | (21.00%) |
State, net of federal benefit | (7.00%) | (7.00%) |
Non-deductible goodwill impairment charge | ||
Adjustment to deferred tax asset | (28.00%) | (28.00%) |
Change in valuation allowance | 28.00% | 28.00% |
Effective tax rate | 0.00% | 0.00% |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 8,329,000 | $ 5,893,000 |
Stock-based compensation | 1,637,000 | 1,362,000 |
Accrued expenses | 12,000 | 12,000 |
Charitable contributions | 3,000 | |
Inventory reserves | 137,000 | |
Intangibles | 39,000 | 106,000 |
Valuation allowance | (10,126,000) | (7,299,000) |
Total deferred tax assets | 31,000 | 74,000 |
Allowance for doubtful accounts | (4,000) | |
Operating lease right of use asset | (1,000) | (4,000) |
Research and development credit | (13,000) | (13,000) |
Depreciation | (13,000) | (57,000) |
Total deferred tax liabilities | (31,000) | (74,000) |
Deferred taxes, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax provision | $ 0 | $ 0 |
Operating Loss Carryforwards | $ 34,006,000 | |
Operating Loss Carryforwards, Limitations on Use | begin to expire in 2035 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Ceatus Media Group, LLC [Member] | ||
Services related digital marketing | $ 51,000 | $ 96,000 |
DWT Evans LLC [Member] | ||
Building rent | $ 22,174 | $ 20,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 25, 2022 | Jan. 06, 2021 |
Loss Contingencies [Line Items] | ||
Minimum share closing bid price | $ 1 | |
Common Stock [Member] | ||
Loss Contingencies [Line Items] | ||
Minimum share closing bid price | $ 1 | |
Mr. Scholte's [Member] | Employment Agreement [Member] | ||
Loss Contingencies [Line Items] | ||
Officers compensation | $ 400,000 | |
Deferred compensation arrangement with individual, description | Mr. Scholtes shall be granted (i) stock options equal to 2% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company achieves certain specified performance objectives established by the Board of Directors for the Company’s fiscal years ending December 31, 2021, and December 31, 2022, and (ii) additional stock options equal to either 2% or 3% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company meets certain financial objectives during the first five years following January 6, 2021. If Mr. Scholtes’ employment is terminated by the Company without cause, as defined under his employment agreement, if the term expires after a notice of non-renewal is delivered by the Company, or if Mr. Scholtes’ employment is terminated following a change of control, as defined, Mr. Scholtes will be entitled to (a) twelve months’ base salary, (b) the prorated portion of the any bonus, based on actual performance, and (c) base salary and benefits accrued through the date of termination. | |
Mr. Scholte's [Member] | Employment Agreement [Member] | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Employee benefit | $ 400,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Millions | Feb. 23, 2022 | Feb. 18, 2022 | Feb. 28, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | ||||
[custom:CashPenaltiesDescription] | In the event that the Company fails to deliver shares by the required delivery date upon exercise of the warrants, the Company may be subject to cash penalties in an amount up to $20 per trading day for each $1,000 of warrant shares until such shares are delivered | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 32,550,000 | |||
Proceeds from Issuance or Sale of Equity | $ 10 | $ 10 | ||
Subsequent Event [Member] | Series A Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,000,000 | |||
Subsequent Event [Member] | Series B Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,000,000 | |||
Subsequent Event [Member] | Pre-funded Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,450,000 |