Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Affiliate, Collateralized Security [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38785 | ||
Entity Registrant Name | STRYVE FOODS, INC. | ||
Entity Central Index Key | 0001691936 | ||
Entity Tax Identification Number | 87-1760117 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | Post Office Box 864 | ||
Entity Address, City or Town | Frisco | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75034 | ||
City Area Code | 972 | ||
Local Phone Number | 987-5130 | ||
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 | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16.2 | ||
Documents Incorporated by Reference | Portions of the Company’s proxy statement in connection with its 2024 Annual Meeting of Stockholders are incorporated by reference in Part III. | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY, USA | ||
Class A Common Stock [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | SNAX | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 2,784,151 | ||
Warrants, each exercisable for 1/15th of one share of class A common stock at an exercise price of $172.50 per whole share [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for 1/15th of one share of Class A common stock at an exercise price of $172.50 per whole share | ||
Trading Symbol | SNAXW | ||
Security Exchange Name | NASDAQ | ||
Class V Common Stock [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Entity Common Stock, Shares Outstanding | 382,892 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 369,114 | $ 623,163 | |
Accounts receivable, net | 2,091,926 | 2,488,693 | |
Inventory | 5,199,979 | 8,258,642 | |
Prepaid expenses and other current assets | 720,682 | 1,550,717 | |
Total current assets | 8,381,701 | 12,921,215 | |
Property and equipment, net | 7,150,775 | 8,816,573 | |
Right of use assets, net | 4,609,666 | 5,009,954 | |
Goodwill | 8,450,000 | 8,450,000 | |
Intangible assets, net | 4,119,690 | 4,362,024 | |
TOTAL ASSETS | 32,711,832 | 39,559,766 | |
CURRENT LIABILITIES | |||
Accounts payable | 4,459,787 | 3,009,875 | |
Accrued expenses | 2,687,508 | 1,727,555 | |
Current portion of lease liability | 362,165 | 327,915 | |
Line of credit, net of debt issuance costs | 3,568,295 | 1,046,101 | |
Current portion of long-term debt and other short-term borrowings | 605,530 | 969,421 | |
Total current liabilities | 15,772,285 | 7,080,867 | |
Long-term debt, net of current portion, net of debt issuance costs | 3,476,089 | 3,696,578 | |
Lease liability, net of current portion | 4,371,963 | 4,734,128 | |
Financing obligation - related party operating lease | 7,500,000 | 7,500,000 | |
Deferred tax liability, net | 35 | 1,555 | |
Deferred stock compensation liability | 89,828 | ||
Warrant liability | 20,625 | ||
TOTAL LIABILITIES | 31,120,372 | 23,123,581 | |
COMMITMENTS AND CONTINGENCIES (Note 12) | |||
STOCKHOLDERS' EQUITY | |||
Preferred stock - $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding | |||
Additional paid-in-capital | 137,883,798 | 133,687,588 | |
Accumulated deficit | (136,292,600) | (117,251,616) | |
TOTAL STOCKHOLDERS' EQUITY | 1,591,460 | 16,436,185 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 32,711,832 | 39,559,766 | |
Nonrelated Party [Member] | |||
CURRENT LIABILITIES | |||
Promissory notes payable, net of debt discount and debt issuance costs | 2,914,000 | ||
Related Party [Member] | |||
CURRENT LIABILITIES | |||
Promissory notes payable, net of debt discount and debt issuance costs | 1,175,000 | ||
Class A Common Stock [Member] | |||
STOCKHOLDERS' EQUITY | |||
Common stock | 224 | 171 | |
Class V Common Stock [Member] | |||
STOCKHOLDERS' EQUITY | |||
Common stock | $ 38 | $ 42 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common Stock, shares issued | 2,249,189 | 1,714,973 |
Common Stock, shares outstanding | 2,249,189 | 1,714,973 |
Treasury shares | 53,333 | 53,333 |
Class V Common Stock [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common Stock, shares issued | 382,892 | 419,941 |
Common Stock, shares outstanding | 382,892 | 419,941 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
SALES, net | $ 17,710,444 | $ 29,945,873 |
COST OF GOODS SOLD (exclusive of depreciation shown separately below) | 15,277,339 | 30,656,502 |
GROSS (LOSS) PROFIT | 2,433,105 | (710,629) |
OPERATING EXPENSES | ||
Selling expenses | 7,451,984 | 14,674,171 |
Operating Expense | 1,771,681 | 4,392,133 |
Salaries and wages | 6,422,837 | 10,504,840 |
Depreciation and amortization expense | 2,221,094 | 1,961,073 |
Gain on disposal of fixed assets | (9,705) | (74,741) |
Total operating expenses | 17,857,891 | 31,457,476 |
OPERATING LOSS | (15,424,786) | (32,168,105) |
OTHER (EXPENSE) INCOME | ||
Interest expense | (3,631,627) | (895,759) |
Change in fair value of Private Warrants | 20,625 | 107,750 |
Other income (expense) | (4,231) | (258,853) |
Total other (expense) income | (3,615,233) | (1,046,862) |
NET LOSS BEFORE INCOME TAXES | (19,040,019) | (33,214,967) |
Income tax expense (benefit) | 965 | (74,522) |
NET LOSS | $ (19,040,984) | $ (33,140,445) |
Loss per common share: | ||
Basic | $ (8.59) | $ (16.18) |
Diluted | $ (8.59) | $ (16.18) |
Weighted average shares outstanding: | ||
Basic | 2,215,417 | 2,048,185 |
Diluted | 2,215,417 | 2,048,185 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | At-The-Market Offerings [Member] | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class A Common Stock [Member] At-The-Market Offerings [Member] | Common Stock [Member] Class V Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] At-The-Market Offerings [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2020 | $ 16,442,099 | $ 58 | $ 77 | $ 100,553,135 | $ (84,111,171) | |||
Balance, shares at Dec. 31, 2020 | 575,371 | 766,791 | ||||||
PIPE Investment | 32,311,187 | $ 17 | 32,311,170 | |||||
PIPE Investment, shares | 166,462 | |||||||
'Prefunded Warrants converted into Common Stock Class A | 695 | $ 57 | 638 | |||||
Prefunded Warrants converted into Common Stock Class A, shares | 573,104 | |||||||
Post closing adjustment of Business Combination Agreeement | (238,089) | (238,089) | ||||||
Exchange of Class B units and Class V shares for Class A shares | $ 35 | $ (35) | ||||||
Exchange of Class B units and Class V shares for Class A shares, shares | 346,850 | (346,850) | ||||||
Issuance of restricted stock awards | 662,259 | $ 4 | 662,255 | |||||
Issuance of restricted stock awards, shares | 49,418 | |||||||
Issuance of restricted stock units | 398,479 | 398,479 | ||||||
Issuance of restricted stock units, shares | 3,768 | |||||||
Net loss | (33,140,445) | (33,140,445) | ||||||
Balance at Dec. 31, 2022 | 16,436,185 | $ 171 | $ 42 | 133,687,588 | (117,251,616) | |||
Balance, shares at Dec. 31, 2022 | 1,714,973 | 419,941 | ||||||
Exchange of Class B units and Class V shares for Class A shares | $ 4 | $ (4) | ||||||
Exchange of Class B units and Class V shares for Class A shares, shares | 37,049 | (37,049) | ||||||
Issuance of restricted stock awards | $ 9 | (9) | ||||||
Issuance of restricted stock awards, shares | 90,662 | |||||||
Issuance of restricted stock units, shares | 4,768 | |||||||
Stock-based compensation expense | 1,246,048 | 1,246,048 | ||||||
Issuance of warrants in connection with debt instrument | 1,335,997 | 1,335,997 | ||||||
Payments in Lieu of Fractional Shares in connection with the Reverse Stock Split | (2,318) | (2,318) | ||||||
Payments in Lieu of Fractional Shares in connection with the Reverse Stock Split, shares | (28) | |||||||
Issuance of Class A Shares | $ 1,616,532 | $ 40 | $ 1,616,492 | |||||
Issuance of Class A Shares, shares | 401,765 | |||||||
Net loss | (19,040,984) | (19,040,984) | ||||||
Balance at Dec. 31, 2023 | $ 1,591,460 | $ 224 | $ 38 | $ 137,883,798 | $ (136,292,600) | |||
Balance, shares at Dec. 31, 2023 | 2,249,189 | 382,892 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (19,040,984) | $ (33,140,445) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,978,760 | 1,718,739 |
Amortization of intangible assets | 242,335 | 242,335 |
Amortization of debt issuance costs | 340,812 | 29,753 |
Amortization of debt discount | 1,374,631 | |
Amortization of right-of-use asset | 400,288 | 220,571 |
Deferred income taxes | (1,520) | (65,668) |
Gain on disposal of fixed assets | (9,705) | (74,741) |
Prepaid media reserve | 1,489,028 | |
Bad debt expense | 697,876 | 372,363 |
Stock based compensation expense | 1,156,207 | 1,079,370 |
Change in fair value of Private Warrants | (20,625) | (107,750) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (301,109) | 39,225 |
Inventory | 3,058,663 | (1,042,662) |
Income tax receivables and payables, net | 22,978 | (26,255) |
Vendor deposits | 4,193 | |
Prepaid media spend | 45,520 | |
Prepaid expenses and other current assets | 830,035 | 704,822 |
Accounts payable | 1,235,365 | (87,642) |
Accrued liabilities | 936,975 | 118,832 |
Operating lease obligations | (327,915) | (168,482) |
Net cash used in operating activities | (7,426,933) | (28,648,894) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for purchase of equipment | (99,709) | (3,758,773) |
Cash received for sale of equipment | 11,000 | 124,097 |
Net cash used in investing activities | (88,709) | (3,634,676) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
PIPE capital raise | 32,311,187 | |
Exercise of Prefunded Warrants | 695 | |
Post closing adjustment of Business Combination Agreement | (238,089) | |
Proceeds from the issuance of common stock, net | 1,616,492 | |
Borrowings on long-term debt | 4,000,000 | |
Repayments on long-term debt | (151,579) | (5,031,069) |
Borrowings on related party debt | 1,175,000 | |
Borrowings on short-term debt | 20,108,550 | 5,631,975 |
Repayments on short-term debt | (15,189,683) | (5,650,035) |
Debt issuance costs | (256,287) | (335,122) |
Deferred offering costs | (38,582) | |
Payments in lieu of fractional shares in connection with the reverse stock split | (2,318) | |
Net cash provided by financing activities | 7,261,593 | 30,689,542 |
Net change in cash and cash equivalents | (254,049) | (1,594,028) |
Cash and cash equivalents at beginning of period | 623,163 | 2,217,191 |
Cash and cash equivalents at end of period | 369,114 | 623,163 |
SUPPLEMENTAL INFORMATION: | ||
Cash paid for interest | 1,571,815 | 916,828 |
NON-CASH INVESTING AND FINANCING ACTIVITY: | ||
Non-cash commercial premium finance borrowing | 843,127 | 1,012,693 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 4,463,143 | |
Issuance of warrants in connection with debt instrument | 1,374,631 | |
Accrued fixed assets | $ 214,549 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Stryve Foods, Inc. (“Stryve” or the “Company”) is an emerging healthy snacking company which manufactures, markets and sells highly differentiated healthy snacking products. The Company offers convenient snacks that are lower in sugar and carbohydrates and higher in protein than other snacks. The Company is headquartered in Plano, TX and recently changed its mailing address to a post office box while it navigates a potential office relocation for its corporate staff. The Company has manufacturing operations in Madill, Oklahoma and fulfillment operations in Frisco, Texas. Reverse Stock Split On July 13, 2023, the Company filed with the Secretary of State of the State of Delaware a First Certificate of Amendment to its First Amended and Restated Certificate of Incorporation (the “Certificate”) to effect a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $ 0.0001 per share, effective as of 12:01 p.m. Eastern Time on July 14, 2023. As a result of the Reverse Stock Split, every fifteen shares of common stock issued and outstanding were automatically reclassified into one share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares of common stock not evenly divisible by the Reverse Stock Split ratio were automatically entitled to receive a cash payment equal to the value of such fractional share based on the closing price of the common stock as of the effective time of the Reverse Stock Split adjusted for the Reverse Stock Split. The Reverse Stock Split reduced the number of authorized shares of Class V common stock from 200,000,000 to 15,000,000 while the number of authorized shares of Class A common stock and the par value for both Class A and Class V common stock remained unchanged. All outstanding options, warrants, restricted stock units and similar securities entitling their holders to receive or purchase shares of common stock were adjusted as a result of the Reverse Stock Split, as required by the terms of each security. All share and per share amounts were retroactively adjusted in the Company's financial statements for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of the Company’s common stock to additional paid-in capital. |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity And Going Concern [Abstract] | |
Liquidity and Going Concern | Note 2 - Liquidity and Going Concern The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going concern (Subtopic 205-40) , we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. We have historically funded our operations with cash flow from operations, equity capital raises, and note payable agreements from shareholders and private investors, in addition to institutional loans. Our principal uses of cash have been debt service, capital expenditures and working capital, and funding operations. The Company incurred net losses of approximately $ 19.0 million during the twelve months ending December 31, 2023. Cash used in operating activities was approximately $ 7.4 million for the same period. As of December 31, 2023, we have working capital deficit of $ 7.4 million which compares to the $ 5.8 million working capital we maintained as of December 31, 2022. Late in the third quarter of 2022, we secured a term loan in the ma ximum amount of $ 6.0 million, with $ 4.0 million being advanced upon execution and up to two additional $ 1.0 million advances available to us subject to performance hurdles. Additionally, we secured an asset based line of credit with a $ 8.0 million credit limit subject to accounts receivable and inventory balances. The term loan and asset based line of credit were secured in order to augment our liquidity, as needed, through the execution of management's plan. The Company had drawn $ 4.0 million of the term loan and $ 3.7 million (net of repayments) of the asset based line of credit as of December 31, 2023. See Note 9 for a description of the asset based line of credit and Note 10 for a description of the term loan. We are currently evaluating several different strategies to enhance our liquidity position. These strategies may include, but are not limited to, pursuing additional actions under our business transformation plan, and seeking additional financing from both the public and private markets through the issuance of equity or debt securities. The outcome of these matters cannot be predicted with any certainty at this time. We need additional funding to execute our business plan and continue operations. If capital is not available to us when, and in the amounts needed, we could be required to liquidate our inventory and assets, cease or curtail operations, which could materially harm our business, financial condition and results of operations, or seek protection under applicable bankruptcy laws or similar state proceedings. There can be no assurance that we will be able to raise the capital we need to continue our operations. We have prepared cash flow forecasts which indicate that based on our expected operating losses and cash consumption due to growth in working capital, we believe that absent an infusion of sufficient capital there is substantial doubt about our ability to continue as a going concern for twelve months after the date the consolidated financial statements for the year ended December 31, 2023 are issued. The Company's plan includes the items noted above as well as securing external financing which may include raising debt or equity capital. These plans are not entirely within the Company's control including our ability to raise sufficient capital on favorable terms, if at all. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 - Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all information and footnotes necessary for a complete presentation of financial statements in conformity with GAAP. The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Prior period reclassifications Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. Specifically, the presentation of changes in inventory to conform with the current period presentation on the consolidated statements of cash flows and the presentation of stockholders equity in the consolidated balance sheets and consolidated statements of changes in stockholders' equity (deficit) resulting from effecting the reverse stock split. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Accounting estimates and assumptions discussed herein are those that management considers to be the most critical to an understanding of the consolidated financial statements because they inherently involve significant judgments and uncertainties. Estimates are used for, but not limited to revenue recognition, allowance for credit losses and customer allowances, inventory valuation, impairments of goodwill and long-lived assets, incremental borrowing rate for leases, and valuation allowances for deferred tax assets. All of these estimates reflect management’s judgment about current economic and market conditions and their effects based on information available as of the date of these conso lidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in future impairments of assets among other effects. Going Concern In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by us. Our significant estimates related to this analysis may include identifying business factors such as size, growth and profitability used in the forecasted financial results and liquidity. Further, we make assumptions about the probability that management's plans will be effectively implemented and alleviate substantial doubt and our ability to continue as a going concern. We believe that the estimated values used in our going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates. See Note 2, Liquidity and Going Concern , for more information about our going concern assessment. Accounts Receivable and Allowance for Credit Losses, Returns, and Deductions Accounts receivable are customer obligations due under normal trade terms. Accounts receivables, less credit losses, reflects the net realizable value of receivables and approximates fair value. We account for accounts receivable, less credit losses, under ASU 2016-13, Financial Instruments – Credit Losses . We evaluate our accounts receivable and establish an allowance for credit loss based on a combination of factors. When aware that a specific customer has been impacted by circumstances such as bankruptcy filings or deterioration in the customer’s operating results or financial position, potentially making it unable to meet its financial obligations, we record a specific allowance for doubtful account to reduce the related receivable to the amount we reasonably believe is collectible. We also record allowances for credit loss for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience, and an evaluation of current and projected economic conditions at the balance sheet date. Accounts receivables are charged off against the allowance for credit losses after we determine that the potential for recovery is remote. As of December 31, the allowance for credit losses consisted of the following: 2023 2022 Beginning balance $ 117,360 $ 1,236,497 Provisions 1,520,679 717,144 Write-offs - ( 1,836,281 ) Ending balance $ 1,638,039 $ 117,360 Total bad debt expense for the years ended December 31, 2023 and 2022 was $ 697,876 and $ 372,363 , respectively. Provisions related to returns and deductions for the years ended December 31, 2023 and 2022 was $ 822,803 and $ 344,780 , respectively. Concentration of Credit Risk The balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers' financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal. For the years ended December 31, the following customers represented more than 10% of consolidated sales. No vendors represented more than 10% of purchases. 2023 2022 Customer A 21 % 12 % Customer B 13 % — Customer C 11 % — Customer D 10 % — Customer E — 30 % As of December 31, the following customers represented more than 10% of accounts receivable. No vendors represented more than 10% of the accounts payable balance. 2023 2022 Customer A 17 % 10 % Customer C — 10 % Customer D 20 % Customer F — 27 % Revenue Recognition Policy The Company manufactures and markets a broad range of protein snack products through multiple distribution channels. The products are offered through branded and private label items. Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in ASC 606, Revenue from Contracts with Customers : (1) Identification of the contract with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, the Company satisfies a performance obligation The Company’s revenue derived from the sale of branded and private label products is considered variable consideration as the contract includes discounts, rebates, incentives and other similar items. Generally, revenue is recognized at the point in time when the customer obtains control of the product, which may occur upon either shipment or delivery of the product. The payment terms of the Company’s contracts are generally net 30 to 60 days , although early pay discounts are offered to customers. The Company regularly experiences customer deductions from amounts invoiced due to product returns, product shortages, and delivery nonperformance penalty fees. This variable consideration is estimated using the expected value approach based on the Company’s historical experience, and it is recognized as a reduction to the transaction price in the same period that the related product sale is recognized. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. Revenue is recognized when the Company satisfies its performance obligations under the contract by transferring the promised product to its customer. The Company’s contracts generally do not include any material significant financing components. Performance Obligations The Company has elected the following practical expedients provided for in ASC 606 : (1) The Company has excluded from its transaction price all sales and similar taxes collected from its customers. (2) The Company has elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. (3) The Company has elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. (4) The portfolio approach has been elected by the Company as it expects any effects would not be materially different in application at the portfolio level compared with the application at an individual contract level. (5) The Company has elected not to disclose information about its remaining performance obligations for any contract that has an original expected duration of one year or less. Neither the type of good sold nor the location of sale significantly impacts the nature, amount, timing, or uncertainty of revenue and cash flows. Inventory Inventories consist of raw materials, work in process, and finished goods, are stated at lower of cost or net realizable value determined using the average cost method. The Company reviews the value of items in inventory and provides write-downs and write-offs of inventory for obsolete, damaged, or expired inventory. Write-downs and write-offs are included in cost of goods sold. Prepaid Media Spend In 2020, the Company entered into a bartering arrangement with an independent full-service corporate trade company, a vendor, whereas the Company will provide inventory in exchange for media credits. The Company has the right to utilize this asset as credits against future media buying services with this vendor. No inventory was exchanged during 2022 and 2023. The Company fully reserved for the $ 1,489,028 in media credits as of December 31, 2023 and 2022. As the Company has significantly reduced its media spend, it is unlikely the unused media credits will be utilized prior to expiring. The Company accounts for barter transactions under ASC Topic No. 845, Nonmonetary Transactions . Barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged, unless the products received have a more readily determinable estimated fair value. Revenue associated with barter transactions is recorded at the time of the exchange of the related assets. Advertising Costs In accordance with ASC 720-35, Advertising Costs , advertising and marketing costs are charged to operations in the period incurred. Advertising and marketing expenses for the years ended December 31, 2023 and 2022 were $ 907,450 and $ 5,740,567 respectively and are included in selling expenses in the accompanying statements of operations . Advertising costs during the year ended December 31, 2022 include the reserve of $ 1,489,028 in media credits. Debt Issuance Costs Debt issuance costs are costs incurred to obtain new debt financing. Debt issuance costs are presented in the accompanying consolidated balance sheets as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation and consist primarily of building, equipment and leasehold improvements. Depreciation expense is recognized using the straight-line method over its estimated useful life of three to twenty years . Leasehold improvements are amortized on the straight-line method over the shorter of the lease term or the estimated useful life of the equipment or improvement. Such amortization is recorded as depreciation expense in the consolidated statements of operations. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Impairment of Long-Lived Assets The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment . Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends, and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has no t recognized any impairment charges for the year ended December 31, 2023 or 2022 . Leases In accordance with FASB ASC Topic 842, Leases , we determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt, net of debt issuance costs and current maturities in the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Variable payments are not included in ROU assets or lease liabilities and can vary from period to period based on asset usage or our proportionate share of common costs. The implicit rate within our leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. We estimate our incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. The ROU asset also includes any lease prepayments made and any initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have elected not to recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in cost of goods sold or operations expense in our consolidated statements of operations depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in Interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within cash flows from operating activities and all finance lease principal payments are presented within cash flows from financing activities in our consolidated statements of cash flows. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in the acquisition of Biltong USA Inc., and Braaitime LLC in 2018. Goodwill is accounted for in accordance with ASC 350, Intangibles – Goodwill and Other . Goodwill is not amortized and is reviewed and tested for impairment on a reporting unit level annually. Goodwill is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss. A significant amount of judgment is required in estimating fair value and performing goodwill impairment tests. For the years ended December 31, 2023 and 2022 , there was no impairment of goodwill. Intangible Assets On December 11, 2020, the Company’s wholly-owned subsidiary, Kalahari Snacks, LLC, entered into an asset purchase agreement with Kalahari Brands, Inc. consisting principally of its brands and marks, to acquire certain assets and liabilities of Kalahari Brands for a purchase price of $ 5,867,344 . In terms of the asset purchase agreement, a post-closing working capital adjustment was applied to the purchase price. The adjustment of $ 113,237 was applied against the Kalahari Seller Note. The brand name is accounted for in accordance with ASC 350 and amortized on a straight-line basis over 20 years and reviewed or impairment whenever changes or circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value is then compared to the carrying value and an impairment charged is recognized by the amount in which the carrying value exceeds the fair value of the asset. For the years ended December 31, 2023 and 2022 , there was no impairment of the intangible asset. Stock Based Compensation Stock-based compensation awards including restricted stock awards, restricted stock units and restricted stock units with a market condition are accounted for in accordance with ASC 718, Compensation – Stock Compensation . The Company expenses the fair value of stock awards granted to employees and members of the board of directors over the requisite service period, which is typically the vesting period. Compensation cost for stock-based awards issued to employees is measured using the estimated fair value at the grant date. The Company accounts for forfeitures when they occur. Stock-based awards issued to non-employees, including directors for non-board-related services, are accounted for based on the fair value of such services received or the fair value of the awards granted on the grant date, whichever is more reliably measured. Stock-based awards subject to service-based vesting conditions are expensed on a straight-line basis over the vesting period. Stock-based awards subject to a market-based condition are expensed over the derived service period. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging . The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company classifies the private warrants issued to Andina's original stockholders (the "Private Warrants") as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations. Net Income (Loss) per Share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. However, for the year ended December 31, 2022, certain pre-funded warrants are included in the calculation of basic earnings per share as the pre-funded warrants were exercisable for nominal value. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where the Company would report a net loss. As of December 31, 2023 and 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2023 2022 Private Warrants 197,500 197,500 Public Warrants 10,800,000 10,800,000 Warrants - January 2022 Offering 10,294,118 10,294,118 Warrants - April 2023 Financing 7,964,550 — Restricted Stock Awards - unvested 57,780 26,700 29,313,948 21,318,318 The weighted average number of shares outstanding for purposes of per share calculations includes the Class V shares on as-exchanged basis. Comprehensive Income (Loss) Comprehensive loss is equal to net loss as presented in the accompanying consolidated statements of operations, as the Company did not have any other comprehensive income or loss for the periods presented. Income Taxes The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes , which requires the Company to recognize current tax liabilities or receivables for the amount of taxes as estimated are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. On July 20, 2021 (the “Closing Date”), the Company completed a business combination (the "Business Combination") pursuant to that certain Business Combination Agreement (the "Business Combination Agreement"). Under the terms of a Tax Receivable Agreement (the “TRA”) as part of the Business Combination Agreement, the Company generally will be required to pay to the Seller 85 % of the applicable cash savings, if any, in U.S. federal and state income tax based on its ownership in Andina Holdings, LLC that the Company is deemed to realize in certain circumstances as a result of the increases in tax basis and certain tax attributes resulting from the Business Combination as described below. This is accounted for in conjunction with the methods used to record income tax described above. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes 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. The benefit of tax positions taken or expected to be taken in the Company income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company's policy is to classify assessments, if any, for tax related interest and penalties as a component of income tax expense. As of December 31, 2023 and 2022 , no liability for unrecognized tax benefits was required to be reported. We do not expect any significant changes in our unrecognized tax benefits in the next year. Tax Receivable Agreement In conjunction with the Business Combination, the Company entered into the TRA with Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (a) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (b) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of December 31, 2023 , there have been 383,898 shares of Class B common units of Holdings and Class V common stock of the Company exchanged for Class A common stock of the Company. The Company has not recognized any change to the deferred tax asset for changes in tax basis, as the asset is not more-likely-than-not to be realized. Additionally, the company has not recognized the TRA liability as it is not probable that the TRA payments would be paid based on the Company's historical loss position and would not be payable until the company realizes tax benefit. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, a line of credit, promissory notes payable and long-term debt. The carrying amounts of cash, accounts receivable, accounts payable, and promissory notes payable approximate their respective fair values because of the short-term maturities or expected settlement date of these instruments. The line of credit has variable interest rates the Company believes reflect current market rates for notes of this nature. The Company believes the current carrying value of long-term debt approximates its fair value because the terms are comparable to similar lending arrangements in the marketplace. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments –Credit Losses (Topic 326) –Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 replaces the “incurred loss” credit losses framework with a new accounting standard that requires management's measurement of the allowance for credit losses to be based on a broader range of reasonable and supportable information for lifetime credit loss estimates. The Company adopted ASU 2016-13 as of January 1, 2023 , which did no t result in any material changes to the Company’s financial statements. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guid ance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of January 1, 2023 using the modified retrospective method which did no t result in any changes to the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Report |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 - Inventory As of December 31, inventory consisted of the following: December 31, December 31, Raw materials $ 1,475,657 $ 1,614,712 Work in process 703,117 308,569 Finished goods 3,021,205 6,335,361 Total Inventory $ 5,199,979 $ 8,258,642 Reserves for inventory obsolescence are recorded as necessary to reduce obsolete inventory to estimated net realizable value or to specifically reserve for obsolete inventory. Write-downs and write-offs included in cost of goods sold for the years ended December 31, 2023 and 2022 was $ 82,391 and $ 694,662 , respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5 - Prepaid Expenses and Other Current Assets As of December 31, prepaid expenses and other current assets consisted of the following: As of As of December 31, December 31, 2023 2022 Insurance $ 378,199 $ 721,960 Marketing and advertising $ 82,053 161,196 Vendor deposits $ 21,038 495,040 Other $ 239,392 172,521 Prepaid expenses and other current assets $ 720,682 $ 1,550,717 |
Property & Equipment, net
Property & Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment, net | Note 6 - Property & Equipment, net As of December 31, property and equipment consisted of the following: As of As of December 31, December 31, 2023 2022 Plant and equipment $ 8,219,929 $ 7,649,405 Furniture and fixtures 26,246 42,825 Leasehold improvements 4,265,380 4,537,488 Website 111,002 111,002 Land 242,333 242,333 Building 1,399,200 1,399,201 Total cost 14,264,090 13,982,254 Less accumulated depreciation ( 7,113,314 ) ( 5,165,681 ) Property and equipment, net $ 7,150,775 $ 8,816,573 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 1,978,760 and $ 1,718,739 respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 7 – Intangible Assets, net The intangible assets consist of the acquired brand assets of Kalahari, which as of December 31, 2023 and 2022, had a carrying value of $ 4,119,690 and $ 4,362,024 , respectively. As of December 31, 2023 and 2022, accumulated amortization related to intangible assets had a balance of $ 729,907 and $ 487,573 , respectively. As of December 31, 2023 , the Company estimated that the remaining useful life of the Company's intangible asset was approximately 17 years . The estimated future amortization of intangibles subject to amortization at December 31, 2023 was as follows: 5 Year Schedule 2024 $ 242,335 2025 242,335 2026 242,335 2027 242,335 2028 242,335 Thereafter 2,908,015 Total remaining amortization $ 4,119,690 Amortization expense for the years ended December 31, 2023 and 2022 was $ 242,335 and $ 242,335 , respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8 – Accrued Expenses As of December 31, accrued expenses consisted of the following: 2023 2022 Interest payable $ 344,148 $ — Payroll liabilities 602,669 1,004,142 State taxes 46,423 154,756 Broker and commission payables 40,859 — Marketing and advertising payables 172,845 217,075 Credit card payables 804,530 141,679 Professional fees payable 204,950 105,850 Related party payables 100,000 — Other 371,084 104,053 Accrued expenses $ 2,687,508 $ 1,727,555 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 9 - Line of Credit Invoice Purchase and Security Agreement On September 28, 2022, certain subsidiaries of the Company entered into an Invoice Purchase and Security Agreement (together with an Inventory Finance Rider thereto, the “PSA”) with Alterna Capital Solutions LLC (the “Lender”) providing for (a) the purchase by the Lender of certain of the subsidiaries’ accounts receivable, and (b) financing based upon a percentage of the value of the subsidiaries’ inventory. Pursuant to the PSA, the subsidiaries agree to sell eligible accounts receivable to the Lender for an amount equal to the face amount of each account receivable less a reserve percentage. The PSA was amended to decrease the maximum amount potentially available to be deployed by the Lender at any given time from $ 15,000,000 to $ 8,000,000 . The maximum amount may be increased to an amount up to $ 20,000,000 . Pursuant to the Inventory Finance Rider to the RSA, the subsidiaries may request advances from time to time based upon the value of the subsidiaries’ inventory. Such advances bear interest at the current prime rate plus 2.25 % and are required to be repaid at any time the aggregate outstanding amount of such advances exceed a designated percentage of the value of such inventory. The interest rate as of December 31, 2023 and 2022 was 10.75 % and 9.75 %, respectively. The PSA provides for the payment of fees by the subsidiaries and includes customary representations and warranties, indemnification provisions, covenants and events of default. Subject in some cases to cure periods, amounts outstanding under the PSA may be accelerated for typical defaults including, but not limited to, the failure to make when due payments, the failure to perform any covenant, the inaccuracy of representations and warranties, the occurrence of debtor-relief proceedings and the occurrence of liens against the purchased accounts receivable and collateral. The subsidiaries have granted the Lender a security interest in all of their respective personal property to secure their obligations under the PSA; provided that the Lender has a first priority security interest in the Subsidiaries’ accounts receivable, payment intangibles and inventory. A named executive officer of the Company granted the Lender a security interest in certain personal property owned by the named executive officer to further secure the Company's obligations under the PSA. The PSA provides for an initial twenty four ( 24 ) month term, followed by automatic annual renewal terms unless the subsidiaries provide written notice pursuant to the PSA prior to the end of any term. As of December 31, 2023 and 2022, $ 3,716,914 and $ 1,257,301 , respectively, was borrowed under the financing agreement. The Company recognized approximately $ 478,001 and $ 28,214 in interest expense for the years ended December 31, 2023 and 2022 , respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 - Debt As of December 31, long-term debt consisted of the following: 2023 2022 Revenue Loan and Security Agreement, net of debt issuance costs $ 3,791,950 $ 3,889,442 Broken Stone Agreement 19,775 51,918 Less: current portion ( 335,636 ) ( 244,782 ) Total long-term debt, net of current portion $ 3,476,089 $ 3,696,578 As of December 31, short-term borrowings and current portion of long-term debt consisted of the following: 2023 2022 Invoice Purchase and Security Agreement, net of debt issuance costs $ 3,568,295 $ 1,046,101 Promissory Notes, net of debt discount and debt issuance costs 4,089,000 — Commercial Premium Finance Agreement 269,894 724,639 Current portion of long-term obligations 335,636 244,782 Total short-term borrowings and current portion of long-term debt $ 8,262,825 $ 2,015,522 Long-Term Debt Outstanding as of December 31, 2023 Unless otherwise stated, collateralized loans are secured by the net book value of the assets of the Company, totaling $ 32,711,832 as of December 31, 2023 and $ 39,559,766 as of December 31, 2022. On March 12, 2021, the Company entered into a note payable agreement (“Broken Stone Agreement”) with Broken Stone Investments, LLC. for the principal amount of $ 200,000 , bearing interest at 5 % per annum, with all principal and accrued interest thereon due and payable at maturity of June 1, 2023 . The Broken Stone Agreement calls for monthly principal and interest payments of $ 8,774 to commence on July 1, 2021 through maturity on June 1, 2023 . As of December 31, 2023 and 2022, the balance on this loan was $ 19,775 and 51,918 , respectively. Revenue Loan and Security Agreement On September 28, 2022, the Company entered into a Revenue Loan and Security Agreement (the “Loan Agreement”) with Decathlon Alpha V, L.P. providing for a loan facility for the Company in the maximum amount of $ 6,000,000 , with $ 4,000,000 being advanced to the Company upon execution of the Loan Agreement and up to two additional $ 1,000,000 advances available to the Company upon request, provided that the Company has satisfied all conditions with respect to such advance. The Loan Agreement requires monthly payments, calculated as a percentage of the Company’s revenue from the previous month (subject to an annual payment cap) with all outstanding advances and the interest (as defined in the Loan Agreement) being due at maturity on June 13, 2027 (unless accelerated upon a change of control or the occurrence of other events of default). Interest does not accrue on advance(s) pursuant to the Loan Agreement, rather a minimum amount of interest (as defined in the Loan Agreement) is due pursuant to the terms of the Loan Agreement. The Loan Agreement further provides for the payment of fees by the Company and includes customary representations and warranties, indemnification provisions, covenants and events of default. Subject in some cases to cure periods, amounts outstanding and otherwise due under the Loan Agreement may be accelerated for typical defaults including, but not limited to, the failure to make when due payments, the failure to perform any covenant, the inaccuracy of representations and warranties, and the occurrence of debtor-relief proceedings. The advances are secured by all property of the Company and is guaranteed by the Company and certain of the Company’s Subsidiaries . The Company has accounted for the loan facility as debt in accordance with ASC 470-10-25-2 and use the effective interest rate method to estimate the timing and amount of future cash flows in accordance with ASC 835-30. The current effective interest rate is 11.5 %. As of December 31, 2023 and 2022, the balance on this loan was $ 3,864,175 and $ 3,983,611 , respectively. The C ompany recognized approximately $ 451,773 and $ 111,547 in interest expense for the years ended December 31, 2023 and 2022, respectively. Promissory Notes On April 19, 2023, the Company issued an aggregate of $ 4,089,000 in principal amount of secured promissory notes (the “Notes”) to select accredited investors (the “Lenders”). The aggregate principal amount of the Notes is inclusive of $ 1,175,000 from related parties (the "Related Party Notes"). The Notes accrue interest annually at a rate of 12 % and will mature upon the earlier of (i) December 31, 2023 , or (ii) the closing of the next sale (or series of related sales) by the Company of its equity securities (other than pursuant to warrants described below), following the date of the Notes, from which the Company receives gross proceeds of not less than $ 3,000,000 . The Notes are secured by a security interest on substantially all the assets of the Company that is subordinate to the security interests of the Company’s existing first and second lien lenders. The maturity date on the Notes was subsequently extended to December 31, 2024 . See Note 17 for further discussion. Each Lender that purchased Notes received a warrant (the “Warrants”) to purchase 1/15th of one share of the Company’s Class A common stock for each $ 0.5134 of principal amount of the Notes, for an aggregate of 7,964,550 warrants convertible to 530,970 shares of Class A common stock. The aggregate amount of the Warrants is inclusive of 2,288,664 warrants convertible to 152,577 shares of Class A common stock associated with the Related Party Notes. See Note 12 for discussion on the Warrants. The Company has accounted for the Notes as debt in accordance with ASC 470-10-25 and use the effective interest rate method to estimate the timing and amount of future cash flows in accordance with ASC 835-30. The current effective interest rate is 66.1 %. As of December 31, 2023, the outstanding balance on the Notes was $ 4,089,000 of which $ 1,175,000 was due to related parties. In accordance with ASC 470-20-25-2, the Company allocated the proceeds between the Notes and Warrants based on their relative fair values. The allocation resulted in a discount to the Notes of $ 1,374,631 that is being amortized over the term of the Notes. The Company recognized approximately $ 1,895,066 in interest expense inclusive of debt discount amortization of $ 1,374,631 for the year ended December 31, 2023. The debt discount was fully amortized as of December 31, 2023. Future minimum principal payments on debt as of December 31, 2023: 2024 $ 8,498,220 2025 753,258 2026 1,554,234 2027 1,154,045 2028 — Thereafter — $ 11,959,758 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 - Income Taxes The Company is subject to federal and state income taxes with respect to its allocatable share of any taxable income or loss of Andina Holdings, LLC, which includes operations of Stryve Foods, LLC, as well as any standalone income or loss the Company generates. Andina Holdings, LLC is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions. Instead, Andina Holdings, LLC taxable income or loss is passed through to its members, including the Company. Despite its partnership treatment, Andina Holdings, LLC is liable for income taxes in those states not recognizing its pass-through status and for certain of its subsidiaries not taxed as pass-through entities. Prior to the Business Combination Agreement, the loss at Stryve Foods, LLC was passed through to its members and therefore recorded no tax provision in those periods prior to the Closing Date of the Business Combination. The components of net loss before income taxes, which includes the pre and post IPO periods were as follows: For the Year Ended December 31, 2023 2022 Domestic $ ( 19,040,019 ) $ ( 33,214,967 ) Foreign — — Net Loss Before Income Taxes $ ( 19,040,019 ) $ ( 33,214,967 ) Significant components of income tax (benefit) expense were as follows: For the Year Ended December 31, 2023 2022 Current income taxes: Federal $ — $ — State 2,485 ( 8,854 ) Foreign — — Total current income taxes $ 2,485 $ ( 8,854 ) Deferred income taxes: Federal $ — $ — State ( 1,520 ) ( 65,668 ) Foreign — — Total deferred income taxes $ ( 1,520 ) $ ( 65,668 ) Income tax (benefit) expense $ 965 $ ( 74,522 ) A reconciliation of income taxes computed at the United States federal statutory income tax rate of 21 % to income tax (benefit) expense was as follows: For the Year Ended December 31, 2023 2022 U.S. federal income taxes at statutory rate $ ( 3,971,275 ) $ ( 6,975,143 ) State and local income tax, net of federal benefit ( 622,879 ) ( 830,189 ) Noncontrolling interest 695,467 2,726,960 FMV of Warrant ( 4,331 ) ( 22,628 ) Partnership Basis Adjustment ( 5,522,247 ) — Change in valuation allowance 9,426,230 5,170,541 Other — ( 144,063 ) Income tax (benefit) expense $ 965 $ ( 74,522 ) The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 31: 2023 2022 Deferred Tax Assets: Investment in partnership $ 12,463,390 $ 6,609,360 Net operating loss $ 9,660,705 6,894,644 163(j) $ 762,211 74,762 Charitable Contributions $ 81,784 141,510 Stock based compensation $ 242,459 64,044 Total deferred tax assets $ 23,210,549 $ 13,784,320 Valuation allowance ( 23,210,549 ) ( 13,784,320 ) Net deferred tax asset $ — $ — Deferred Tax Liabilities: Other $ ( 35 ) $ ( 1,555 ) Total deferred tax liabilities ( 35 ) ( 1,555 ) Net deferred tax liability $ ( 35 ) $ ( 1,555 ) On August 16, 2022, the United States federal government enacted the Inflation Reduction Act of 2022. The Company does not currently expect the law to have a material impact on the Company's provision for income taxes. Valuation Allowance The Company recorded a valuation allo wance of $ 23,210,549 and $ 13,784,320 as of December 31, 2023 and 2022, respectively. In determining the need for a valuation allowance, the Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing deferred tax assets (“DTAs”). As of December 31, 2023 and 2022, a significant piece of objective negative evidence evaluated was the three-year cumulative loss before taxes. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. The Company determined that there is uncertainty regarding the utilization of certain DTAs such as the investment in Andina Holdings, LLC, federal and state operating losses and state net operating losses, and the interest expense limitation. Therefore, a valuation allowance has been recorded against the DTAs for which it is more-likely-than-not they will not be realized. The amount of DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth. The Company has established a 100 % valuation allowance against the deferred tax assets as the Company does not believe it is more likely than not that these assets will be realized. The Company's valuation allowance increased by approximately $ 9,426,230 and $ 5,170,541 in 2023 and 2022 , respectively. 2023 2022 Beginning balance $ 13,784,320 $ 8,613,779 Charged to costs and expenses 9,426,229 5,170,541 Ending balance $ 23,210,549 $ 13,784,320 Upon audit, tax authorities may challenge all or part of a tax position. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision for income taxes in the period in which a final determination is made. The Company did not maintain any unrecognized tax benefits as of December 31, 2023 and 2022. Net Operating Loss Carryforwards The Co mpany has United States federal tax net operating losses (NOLs) of $ 40,998,295 and state NOLs of $ 19,813,263 as of December 31, 2023. As of December 31, 2022 , the Company has federal and state NOLs of $ 28,294,533 and $ 13,852,988 . The federal NOLs are carried forward indefinitely and the state NOLs will expire b etween 2036 and 2042 . The Company is subject to taxation in the United States and various state jurisdictions. All periods since inception are subject to examination by these taxing authorities, where applicable. The Company is not currently under United States federal or state income tax examinations by tax authorities. Tax Receivable Agreement Liability In conjunction with the Business Combination, the Company also entered into a TRA with the Seller and Holdings. Pursuant to the TRA, the Company is required to pay the Seller 85 % of the amount of savings, if any, in United States federal, state, local and foreign income tax that the Company actually realizes as a result of (a) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (a) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of December 31, 2023 , there have been 383,898 shares of Class B common units of Holdings and Class V common stock of the Company exchanged for Class A common stock of the Company. The estimation of liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of December 31, 2023 and 2022 , the Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company has determined that the TRA liability is not probable and therefore no TRA liability existed as of December 31, 2023 and 2022 . |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Note 12 - Shareholders’ Equity The Company’s Amended and Restated Certificate of Incorporation (“Charter”) authorizes the issuance of 425,000,000 shares, of which 400,000,000 shares are Class A common stock, par value $ 0.0001 per share, 15,000,000 shares of Class V common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock, par value $ 0.0001 per share. The Reverse Stock Split reduced the number of authorized shares of Class V common stock from 200,000,000 to 15,000,000 while the number of authorized shares of Class A common stock and the par value for both Class A and Class V common stock remained unchanged. Warrants Public Warrants The Company has outstanding 10,997,500 warrants convertible into 733,166 shares of Class A common stock that were issued prior to the Business Combination, of which 10,800,000 convertible into 720,000 shares of Class A common stock are referred to as public warrants and 197,500 convertible into 13,166 shares of Class A common stock are Private Warrants. Each warrant represents the right to purchase 1/15th of a share of the Company’s Class A common stock at a price of $ 172.50 per whole share. The warrants expire on July 20, 2026 . The Company may call the public warrants for redemption (but not the Private Warrants), in whole and not in part, at a price of $ .01 per Public Warrant: • at any time while the Public Warrants are exercisable, • upon not less than 30 days’ prior written notice of redemption to each public warrant holder, • if, and only if, the reported last sale price of shares of Class A common stock equals or exceeds $ 270.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to public warrant holders, and • if, and only if, there is a current registration statement in effect with respect to shares of Class A common stock underlying such public warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. Private Warrants The Company has agreed that so long as the Private Warrants are still held by its initial shareholders or their affiliates, it will not redeem such Private Warrants and will allow the holders to exercise such Private Warrants on a cashless basis (even if a registration statement covering shares of Class A common stock issuable upon exercise of such warrants is not effective). As of December 31, 2023 and 2022 there were 197,500 Private W arrants outstanding. Pre-Funded Warrants On September 15, 2021, the Company entered into a Share Repurchase Agreement with various entities (collectively, the “Investors”) whereby the Company repurchased an aggregate of 53,333 shares of Class A common stock (the “Repurchase Shares”) from the Investors. The purchase price for the Repurchase Shares was the issuance of an aggregate of 53,333 pre-funded warrants to acquire an equal number of shares of Class A common stock (the “Pre-Funded Warrants”). During May 2022, the Pre-Funded Warrants were exercised in full. On January 6, 2022, the Company sold 166,462 shares of the Company’s Class A common stock, and, in lieu of common stock, pre-funded warrants to purchase 519,812 shares of common stock and accompanying warrants to purchase up to 686,274 shares of common stock (the “January 2022 Offering”). The common stock and warrants were sold at a combined purchase price of $ 51.00 per share (less $ 0.0001 per share for pre-funded warrants). Each warrant has an exercise price per share of common stock equal to $ 54.00 and will expire five years from the date of issuance and may be exercised on a cashless basis if a registration statement registering the shares issuable upon exercise is not effective. The Company received gross proceeds from the offering of approximately $ 35 million before deducting estimated offering expenses. As of December 31, 2022, the pre-funded warrants issued in the January 2022 Offering were exercised in full on a cashless basis. April 2023 Warrants On April 19, 2023 , the Company issued certain lenders warrants (the “April 2023 Warrants”) to purchase 1/15th of a share of the Company’s Class A common stock for each $ 0.5134 of principal amount of the Notes, for an aggregate of 7,964,550 warrants convertible to 530,970 shares of Class A common stock. The aggregate amount of the April 2023 Warrants is inclusive of 2,288,664 warrants convertible to 152,577 shares of Class A common stock associated with related parties. Each warrant is exercisable immediately, has an exercise price per share of Class A common stock equal to $ 7.701 per whole share and will expire three years and three months from the date of issuance and may be exercised on a cashless basis if a registration statement registering the resale of the shares issuable upon exercise is not effective. The exercise price was subsequently reduced to $ 2.75 . See Note 17 for further discussion. The warrant holder will be prohibited, subject to certain exceptions, from exercising the Warrants for shares of the Company’s Class A common stock to the extent that immediately prior to or after giving effect to such exercise, the warrant holder, together with its affiliates and other attribution parties, would own more than 4.99 % or 9.99 %, as applicable, of the total number of shares of the Company’s Class A common stock then issued and outstanding, which percentage may be changed at the warrant holders’ election to a higher or lower percentage not in excess of 9.99 % upon 61 days’ notice to the Company. The Company agreed to use commercially reasonable efforts to register the shares of Class A common stock underlying the Warrants within 60 days and to have the registration statement declared effective within 30 days thereafter. As of December 31, 2023 , there were 7,964,550 April 2023 Warrants outstanding. Stryve Foods, Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan”) The Incentive Plan allows the Company to grant stock options, restricted stock unit awards and other awards at levels determined appropriate by its board of directors and/or compensation committee. The Incentive Plan also allows the Company to use a broad array of equity incentives and performance cash incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of its stockholders. The Incentive Plan is administered by the Company’s board of directors or its compensation committee, or any other committee or subcommittee or one or more of its officers to whom authority has been delegated (collectively, the “Administrator”). The Administrator has the authority to interpret the Incentive Plan and award agreements entered into with respect to the Incentive Plan; to make, change and rescind rules and regulations relating to the Incentive Plan; to make changes to, or reconcile any inconsistency in, the Incentive Plan or any award agreement covering an award; and to take any other actions needed to administer the Incentive Plan. The Incentive Plan permits the Administrator to grant stock options, stock appreciation rights (“SARs”), performance shares, performance units, shares of Class A common stock, restricted stock, restricted stock units (“RSUs”), cash incentive awards, dividend equivalent units, or any other type of award permitted under the Incentive Plan. The Administrator may grant any type of award to any participant it selects, but only employees of the Company or its subsidiaries may receive grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code. Awards may be granted alone or in addition to, in tandem with, or (subject to the repricing prohibition described below) in substitution for any other award (or any other award granted under another plan of the Company or any affiliate, including the plan of an acquired entity). The Company has reserved a total of 457,664 shares of Class A common stock for issuance pursuant to the Incentive Plan. The number of shares reserved for issuance under the Incentive Plan will be reduced on the date of the grant of any award by the maximum number of shares, if any, with respect to which such award is granted. However, an award that may be settled solely in cash will not deplete the Incentive Plan’s share reserve at the time the award is granted. If (a) an award expires, is canceled, or terminates without issuance of shares or is settled in cash, (b) the Administrator determines that the shares granted under an award will not be issuable because the conditions for issuance will not be satisfied, (c) shares are forfeited under an award, (d) shares are issued under any award and the Company reacquires them pursuant to its reserved rights upon the issuance of the shares, (e) shares are tendered or withheld in payment of the exercise price of an option or as a result of the net settlement of outstanding stock appreciation rights or (f) shares are tendered or withheld to satisfy federal, state or local tax withholding obligations, then those shares are added back to the reserve and may again be used for new awards under the Incentive Plan. However, shares added back to the reserve pursuant to clauses (d), (e) or (f) in the preceding sentence may not be issued pursuant to incentive stock options. As of December 31, 2023 , the Company had 114,706 shares of Class A common stock available for issuance under the Incentive Plan. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 13 - Stock Based Compensation The Company's stock-based awards that result in compensation expense consist of restricted stock units (RSUs) and restricted stock awards (RSAs). As of December 31, 2023, the Company had 114,706 shares available for grant under its stock plans. As of December 31, 2023 , the total unrecognized compensation cost related to all unvested stock-based compensation awards was $ 1,911,964 is expected to be recognized over the next four years . RSUs generally vest over three years and RSAs generally vest from one to four years . Restricted Stock Units (RSUs) The following table summarizes the Company's RSU activity: Nonvested Restricted Stock Units Weighted Average Restricted Stock Award Date Fair Value Units Per Share Restricted Stock at January 1, 2023 14,578 $ 48.47 Granted 189,450 4.90 Forfeited ( 4,289 ) 64.62 Vested ( 6,533 ) 45.54 Restricted Stock at December 31, 2023 193,205 $ 5.18 The fair value of RSUs is determined based on the closing market price of the Company's stock on the grant date. The fair value of RSUs with a market condition is determined based on a Monte Carlo valuation simulation using. Restricted Stock Awards (RSAs) The following table summarizes the Company's RSA activity: Nonvested Restricted Stock Awards Weighted Average Weighted Average Restricted Stock Award Date Fair Value Director Award Date Fair Value Awards Per Share Stock Awards Per Share Restricted Stock at January 1, 2023 42,200 $ 27.92 7,500 $ 12.45 Granted 22,500 3 68,956 5.49 Forfeited — — — — Vested ( 11,922 ) 32.45 ( 71,456 ) 6.17 Restricted Stock at December 31, 2023 52,778 $ 16.09 5,000 $ 12.45 The fair value of RSAs is determined based on the closing market price of the Company's stock on the grant date. Stock Based Compensation Expense The Company has a long-term incentive plan under which the Compensation Committee of the Board of Directors has the authority to grant share-based awards to Company employees and non-employees. Stock based compensation costs associated with employee RSU and RSA grants are recorded as a separate component of salaries and wages on the consolidated statements of operations. For the years ended December 31, 2023 and 2022, $ 710,248 and $ 835,733 , respectively, were recorded in salaries and wages. Stock based compensation costs associated with non-employee RSU and RSA grants are recorded as a separate component of selling expenses on the consolidated statements of operations. For the years ended December 31, 2023 and 2022, $ 445,960 and $ 215,977 , respectively, were recorded in selling expenses. Stock based compensation expense for service-based awards that contain a graded vesting schedule is recognized on a straight-line basis. The Company accounts for forfeitures when they occur. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 14 - Fair Value Measurements The Company follows the guidance in ASC 820, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period and non-financial assets and liabilities that are remeasured and reported at fair value at lease annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Observable inputs such as quoted prices (unadjusted), for identical instruments in active markets. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 - Related Party Transactions Sale and Leaseback On May 26, 2021 , the Company entered into a Purchase and Sale Agreement with OK Biltong Facility, LLC (“Buyer”), an entity controlled by a member of the Company’s board of directors, pursuant to which the parties consummated a sale and leaseback transaction (the “Sale and Leaseback Transaction”) of the Company’s manufacturing facility and the surrounding property in Madill, Oklahoma (the “Real Property”) for a total purchase price of $ 7,500,000 . In connection with the consummation of the Sale and Leaseback Transaction, the Company entered into a lease agreement (the “Lease Agreement”) with Buyer pursuant to which the Company leased back the Real Property from Buyer for an initial term of twelve ( 12 ) years unless earlier terminated or extended in accordance with the terms of the Lease Agreement. Under the Lease Agreement, the Company’s financial obligations include base rent of approximately $ 60,000 per month, which rent will increase on an annual basis at two percent ( 2 %) over the initial term and two-and-a-half percent ( 2.5 %) during any extension term. The Company is also responsible for all monthly expenses related to the leased facility, including insurance premiums, taxes and other expenses, such as utilities. Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five ( 5 ) years for each such option and a one-time right and option to purchase the Real Property at a price that escalates over time and, if Buyer decides to sell the Real Property, the Company has a right of first refusal to purchase the Real Property on the same terms offered to any third party. The Company determined that the sale and leaseback transaction contained continuing involvement and thus used the financing method consistent with ASC 842. The transfer did not qualify as a sale, hence it is considered a "failed" sale and both parties account for it as a financing transaction. Accordingly, a financing obligation related to the operating lease in the amount of the sale price ($ 7,500,000 ) has been booked and the corresponding assets on the balance sheet are maintained. Under the finance method, rental payments are applied as amortization and/or interest expense on the financing obligation as appropriate using an assumed interest rate. The Company is accounting for these as interest only payments because the Company's incremental cost to borrow when applied to the financing obligation is greater than the rental payments under the Lease Agreement. The Company recognized interest expense of $ 741,715 and $ 727,171 during the years ended December 31, 2023, and 2022, respectively. Promissory Notes On April 19, 2023 , the Company issued an aggregate of $ 1,175,000 in Notes to related parties. See Note 10 for a description of the Notes and Note 12 for further discussion on the warrants issued in connection with the Notes. The balance owed to related parties was $ 1,273,893 inclusive of $ 98,893 of accrued interest as of December 31, 2023. Other During the years ended December 31, 2023 and 2022, the Company purchased approximate ly $ 1,007 a nd $ 143,420 , respectively, in goods from an entity controlled by a member of the Company’s Board of Directors (the "Related Party Manufacturer"). The balance owed to the Related Party Manufacturer as of December 31, 2023 and 2022 was $ 807 and $ 0 , respectively . The Company previously had note receivables due from certain directors, officers and employees of the Company. The note receivables and the accrued interest was forgiven in connection with the Business Combination on July 20, 2021. The forgiveness of these note receivables resulted in non-cash compensation expense to the related parties for the year ended December 31, 2021. The Company agreed to reimburse the related parties for their portion of income taxes related to the non-cash compensation. As of December 31, 2023 and 2022 , the balance owed to the related parties was $ 278,771 and $ 632,946 , respectively. In connection with the PSA, a named executive officer of the Company granted the Lender a security interest in certain personal property owned by the named executive officer to further secure the Company's obligations under the PSA. See further discussion at Note 9. As consideration for granting the security interest to the Lender, the Company agreed to pay the name executive officer a fee of $ 100,000 and reimbursement of out of pocket expenses. The balance owed to the name executive officer as of December 31, 2023 is $ 100,000 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 - Commitments and Contingencies Operating Leases The Company held three lease agreements for office and warehouse space in Texas as of December 31, 2023. The Company’s lease contracts have remaining terms ranging from 3 years to 11 years , some of which may include options to extend the leases for up to 5 years . During 2023, the Company subleased the office and former warehouse space. For the years ended December 31, 2023 and 2022 , the Company paid $ 908,863 and $ 279,883 , respectively, for amounts included in the measurement of lease liabilities. Rent expense under the leases was $ 1,118,564 , and $ 406,817 , respectively, for the years ended December 31, 2023 and 2022 . Rent expense is net of sublease income of $ 280,120 and $ 0 for the years ended December 31, 2023 and 2022, respectively. Other Balance Sheet information related to operating leases as of December 31 was as follows: December 31, December 31, 2023 2022 Operating leases, Right-of-use assets, net $ 4,609,666 $ 5,009,954 Weighted average remaining lease term, in years 10 11 Weighted Average Discount Rate 13 % 13 % The following table presents the balance of Operating lease obligations: Operating lease liabilities (current) $ 362,165 $ 327,915 Operating lease liabilities (long-term) $ 4,371,963 $ 4,734,128 Total operating lease liabilities $ 4,734,128 $ 5,062,043 Future minimum payments and sublease rental income required under the lease agreements as of December 31, 2023 follows: Year Ended December 31, Operating Lease Payments Sublease Rental Income 2024 $ 930,990 $ 268,960 2025 814,170 50,661 2026 744,099 — 2027 731,627 — 2028 749,274 — Thereafter 4,807,543 — Total $ 8,777,703 $ 319,621 Less: Imputed interest ( 4,043,575 ) Present value of lease liabilities $ 4,734,128 Litigation The Company may be a party to routine claims brought against it in the ordinary course of business. After consulting with legal counsel, the Company does not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on its financial condition or results of operations. However, as is inherent in legal proceedings, there is a risk that an unpredictable decision adverse to the Company could be reached. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable. Registration Rights Agreements The Company is a party to various registration rights agreements with certain stockholders where it may be required to register securities for such stockholders in certain circumstances. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Amendment to Promissory Notes During January 2024, the secured pr omissory notes (the “Notes”), discussed further at Note 10, were amended to extend the maturity date of the Notes from December 31, 2023 to the earlier of (i) December 31, 2024 , or (ii) the closing of the next sale or series of related sales by the Company of its equity securities from which the Company receives gross proceeds of not less than $ 3.0 million, excluding proceeds from the warrants held by the Lenders and the Company’s existing at the market equity facility with Craig-Hallum Capital Group LLC. As consideration for the Final Lender’s entry into the Amendment, the Company (i) reduced the exercise price on the outstanding warrants issued to the lenders in April 2023 from $ 7.701 per split-adjusted share to $ 2.75 per split-adjusted share and (ii) agreed to issue shares of Class A common stock as payment in full for interest accrued on the Notes held through December 31, 2023 (at a value of $ 2.75 per share). The Company issued an aggregate of 53,559 shares of Class A common stock (at a value of $ 2.75 per share) to certain electing lenders as payment in full for interest accrued through December 31, 2023 on the Notes held by the lenders. The value of the accrued interest satisfied by the payment of 53,559 shares of Class A common stock to the electing lenders was $ 147,288 . Amendment to Invoice Purchase and Security Agreement During March 2024, the PSA, discussed further at Note 9, was amended to extend the initial term twenty four (24) months after the date of the amendment, followed by automatic annual renewal terms unless the subsidiaries or the Lender provide written notice pursuant to the PSA prior to the end of any term. Termination of At the Market Offering Agreement During March 2024, the Company provided notice to Craig-Hallum Capital Group LLC that it was terminating the At the Market Offering Agreement dated June 30, 2023 between the Company and Craig-Hallum Capital Group LLC. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all information and footnotes necessary for a complete presentation of financial statements in conformity with GAAP. The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Prior Period Reclassifications | Prior period reclassifications Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. Specifically, the presentation of changes in inventory to conform with the current period presentation on the consolidated statements of cash flows and the presentation of stockholders equity in the consolidated balance sheets and consolidated statements of changes in stockholders' equity (deficit) resulting from effecting the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Accounting estimates and assumptions discussed herein are those that management considers to be the most critical to an understanding of the consolidated financial statements because they inherently involve significant judgments and uncertainties. Estimates are used for, but not limited to revenue recognition, allowance for credit losses and customer allowances, inventory valuation, impairments of goodwill and long-lived assets, incremental borrowing rate for leases, and valuation allowances for deferred tax assets. All of these estimates reflect management’s judgment about current economic and market conditions and their effects based on information available as of the date of these conso lidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgments and estimates could change, which may result in future impairments of assets among other effects. |
Going Concern | Going Concern In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Determining the extent to which conditions or events raise substantial doubt about our ability to continue as a going concern and the extent to which mitigating plans sufficiently alleviate any such substantial doubt requires significant judgment and estimation by us. Our significant estimates related to this analysis may include identifying business factors such as size, growth and profitability used in the forecasted financial results and liquidity. Further, we make assumptions about the probability that management's plans will be effectively implemented and alleviate substantial doubt and our ability to continue as a going concern. We believe that the estimated values used in our going concern analysis are based on reasonable assumptions. However, such assumptions are inherently uncertain and actual results could differ materially from those estimates. See Note 2, Liquidity and Going Concern , for more information about our going concern assessment. |
Accounts Receivable and Allowance for Credit Losses, Returns, and Deductions | Accounts Receivable and Allowance for Credit Losses, Returns, and Deductions Accounts receivable are customer obligations due under normal trade terms. Accounts receivables, less credit losses, reflects the net realizable value of receivables and approximates fair value. We account for accounts receivable, less credit losses, under ASU 2016-13, Financial Instruments – Credit Losses . We evaluate our accounts receivable and establish an allowance for credit loss based on a combination of factors. When aware that a specific customer has been impacted by circumstances such as bankruptcy filings or deterioration in the customer’s operating results or financial position, potentially making it unable to meet its financial obligations, we record a specific allowance for doubtful account to reduce the related receivable to the amount we reasonably believe is collectible. We also record allowances for credit loss for all other customers based on a variety of factors, including the length of time the receivables are past due, historical collection experience, and an evaluation of current and projected economic conditions at the balance sheet date. Accounts receivables are charged off against the allowance for credit losses after we determine that the potential for recovery is remote. As of December 31, the allowance for credit losses consisted of the following: 2023 2022 Beginning balance $ 117,360 $ 1,236,497 Provisions 1,520,679 717,144 Write-offs - ( 1,836,281 ) Ending balance $ 1,638,039 $ 117,360 Total bad debt expense for the years ended December 31, 2023 and 2022 was $ 697,876 and $ 372,363 , respectively. Provisions related to returns and deductions for the years ended December 31, 2023 and 2022 was $ 822,803 and $ 344,780 , respectively. |
Concentration of Credit Risk | Concentration of Credit Risk The balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers' financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal. For the years ended December 31, the following customers represented more than 10% of consolidated sales. No vendors represented more than 10% of purchases. 2023 2022 Customer A 21 % 12 % Customer B 13 % — Customer C 11 % — Customer D 10 % — Customer E — 30 % As of December 31, the following customers represented more than 10% of accounts receivable. No vendors represented more than 10% of the accounts payable balance. 2023 2022 Customer A 17 % 10 % Customer C — 10 % Customer D 20 % Customer F — 27 % |
Revenue Recognition Policy | Revenue Recognition Policy The Company manufactures and markets a broad range of protein snack products through multiple distribution channels. The products are offered through branded and private label items. Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in ASC 606, Revenue from Contracts with Customers : (1) Identification of the contract with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, the Company satisfies a performance obligation The Company’s revenue derived from the sale of branded and private label products is considered variable consideration as the contract includes discounts, rebates, incentives and other similar items. Generally, revenue is recognized at the point in time when the customer obtains control of the product, which may occur upon either shipment or delivery of the product. The payment terms of the Company’s contracts are generally net 30 to 60 days , although early pay discounts are offered to customers. The Company regularly experiences customer deductions from amounts invoiced due to product returns, product shortages, and delivery nonperformance penalty fees. This variable consideration is estimated using the expected value approach based on the Company’s historical experience, and it is recognized as a reduction to the transaction price in the same period that the related product sale is recognized. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. Revenue is recognized when the Company satisfies its performance obligations under the contract by transferring the promised product to its customer. The Company’s contracts generally do not include any material significant financing components. Performance Obligations The Company has elected the following practical expedients provided for in ASC 606 : (1) The Company has excluded from its transaction price all sales and similar taxes collected from its customers. (2) The Company has elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. (3) The Company has elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. (4) The portfolio approach has been elected by the Company as it expects any effects would not be materially different in application at the portfolio level compared with the application at an individual contract level. (5) The Company has elected not to disclose information about its remaining performance obligations for any contract that has an original expected duration of one year or less. Neither the type of good sold nor the location of sale significantly impacts the nature, amount, timing, or uncertainty of revenue and cash flows. |
Inventory | Inventory Inventories consist of raw materials, work in process, and finished goods, are stated at lower of cost or net realizable value determined using the average cost method. The Company reviews the value of items in inventory and provides write-downs and write-offs of inventory for obsolete, damaged, or expired inventory. Write-downs and write-offs are included in cost of goods sold. |
Prepaid Media Spend | Prepaid Media Spend In 2020, the Company entered into a bartering arrangement with an independent full-service corporate trade company, a vendor, whereas the Company will provide inventory in exchange for media credits. The Company has the right to utilize this asset as credits against future media buying services with this vendor. No inventory was exchanged during 2022 and 2023. The Company fully reserved for the $ 1,489,028 in media credits as of December 31, 2023 and 2022. As the Company has significantly reduced its media spend, it is unlikely the unused media credits will be utilized prior to expiring. The Company accounts for barter transactions under ASC Topic No. 845, Nonmonetary Transactions . Barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged, unless the products received have a more readily determinable estimated fair value. Revenue associated with barter transactions is recorded at the time of the exchange of the related assets. |
Advertising Costs | Advertising Costs In accordance with ASC 720-35, Advertising Costs , advertising and marketing costs are charged to operations in the period incurred. Advertising and marketing expenses for the years ended December 31, 2023 and 2022 were $ 907,450 and $ 5,740,567 respectively and are included in selling expenses in the accompanying statements of operations . Advertising costs during the year ended December 31, 2022 include the reserve of $ 1,489,028 in media credits. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are costs incurred to obtain new debt financing. Debt issuance costs are presented in the accompanying consolidated balance sheets as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method. |
Property and Equipment, net | Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation and consist primarily of building, equipment and leasehold improvements. Depreciation expense is recognized using the straight-line method over its estimated useful life of three to twenty years . Leasehold improvements are amortized on the straight-line method over the shorter of the lease term or the estimated useful life of the equipment or improvement. Such amortization is recorded as depreciation expense in the consolidated statements of operations. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment . Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. Recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends, and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has no t recognized any impairment charges for the year ended December 31, 2023 or 2022 . |
Leases | Leases In accordance with FASB ASC Topic 842, Leases , we determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt, net of debt issuance costs and current maturities in the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Variable payments are not included in ROU assets or lease liabilities and can vary from period to period based on asset usage or our proportionate share of common costs. The implicit rate within our leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. We estimate our incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. The ROU asset also includes any lease prepayments made and any initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have elected not to recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in cost of goods sold or operations expense in our consolidated statements of operations depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in Interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within cash flows from operating activities and all finance lease principal payments are presented within cash flows from financing activities in our consolidated statements of cash flows. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in the acquisition of Biltong USA Inc., and Braaitime LLC in 2018. Goodwill is accounted for in accordance with ASC 350, Intangibles – Goodwill and Other . Goodwill is not amortized and is reviewed and tested for impairment on a reporting unit level annually. Goodwill is reviewed for impairment annually, or more frequently if facts and circumstances indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative test to identify and measure the amount of goodwill impairment loss. The Company compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds fair value, goodwill of the reporting unit is considered impaired, and that excess is recognized as a goodwill impairment loss. A significant amount of judgment is required in estimating fair value and performing goodwill impairment tests. For the years ended December 31, 2023 and 2022 , there was no impairment of goodwill. |
Intangible Assets | Intangible Assets On December 11, 2020, the Company’s wholly-owned subsidiary, Kalahari Snacks, LLC, entered into an asset purchase agreement with Kalahari Brands, Inc. consisting principally of its brands and marks, to acquire certain assets and liabilities of Kalahari Brands for a purchase price of $ 5,867,344 . In terms of the asset purchase agreement, a post-closing working capital adjustment was applied to the purchase price. The adjustment of $ 113,237 was applied against the Kalahari Seller Note. The brand name is accounted for in accordance with ASC 350 and amortized on a straight-line basis over 20 years and reviewed or impairment whenever changes or circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value is then compared to the carrying value and an impairment charged is recognized by the amount in which the carrying value exceeds the fair value of the asset. For the years ended December 31, 2023 and 2022 , there was no impairment of the intangible asset. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation awards including restricted stock awards, restricted stock units and restricted stock units with a market condition are accounted for in accordance with ASC 718, Compensation – Stock Compensation . The Company expenses the fair value of stock awards granted to employees and members of the board of directors over the requisite service period, which is typically the vesting period. Compensation cost for stock-based awards issued to employees is measured using the estimated fair value at the grant date. The Company accounts for forfeitures when they occur. Stock-based awards issued to non-employees, including directors for non-board-related services, are accounted for based on the fair value of such services received or the fair value of the awards granted on the grant date, whichever is more reliably measured. Stock-based awards subject to service-based vesting conditions are expensed on a straight-line basis over the vesting period. Stock-based awards subject to a market-based condition are expensed over the derived service period. |
Warrant Liability | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging . The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company classifies the private warrants issued to Andina's original stockholders (the "Private Warrants") as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the consolidated statements of operations. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. However, for the year ended December 31, 2022, certain pre-funded warrants are included in the calculation of basic earnings per share as the pre-funded warrants were exercisable for nominal value. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where the Company would report a net loss. As of December 31, 2023 and 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2023 2022 Private Warrants 197,500 197,500 Public Warrants 10,800,000 10,800,000 Warrants - January 2022 Offering 10,294,118 10,294,118 Warrants - April 2023 Financing 7,964,550 — Restricted Stock Awards - unvested 57,780 26,700 29,313,948 21,318,318 The weighted average number of shares outstanding for purposes of per share calculations includes the Class V shares on as-exchanged basis. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive loss is equal to net loss as presented in the accompanying consolidated statements of operations, as the Company did not have any other comprehensive income or loss for the periods presented. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes , which requires the Company to recognize current tax liabilities or receivables for the amount of taxes as estimated are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. On July 20, 2021 (the “Closing Date”), the Company completed a business combination (the "Business Combination") pursuant to that certain Business Combination Agreement (the "Business Combination Agreement"). Under the terms of a Tax Receivable Agreement (the “TRA”) as part of the Business Combination Agreement, the Company generally will be required to pay to the Seller 85 % of the applicable cash savings, if any, in U.S. federal and state income tax based on its ownership in Andina Holdings, LLC that the Company is deemed to realize in certain circumstances as a result of the increases in tax basis and certain tax attributes resulting from the Business Combination as described below. This is accounted for in conjunction with the methods used to record income tax described above. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes 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. The benefit of tax positions taken or expected to be taken in the Company income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company's policy is to classify assessments, if any, for tax related interest and penalties as a component of income tax expense. As of December 31, 2023 and 2022 , no liability for unrecognized tax benefits was required to be reported. We do not expect any significant changes in our unrecognized tax benefits in the next year. |
Tax Receivable Agreement | Tax Receivable Agreement In conjunction with the Business Combination, the Company entered into the TRA with Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (a) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (b) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of December 31, 2023 , there have been 383,898 shares of Class B common units of Holdings and Class V common stock of the Company exchanged for Class A common stock of the Company. The Company has not recognized any change to the deferred tax asset for changes in tax basis, as the asset is not more-likely-than-not to be realized. Additionally, the company has not recognized the TRA liability as it is not probable that the TRA payments would be paid based on the Company's historical loss position and would not be payable until the company realizes tax benefit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, a line of credit, promissory notes payable and long-term debt. The carrying amounts of cash, accounts receivable, accounts payable, and promissory notes payable approximate their respective fair values because of the short-term maturities or expected settlement date of these instruments. The line of credit has variable interest rates the Company believes reflect current market rates for notes of this nature. The Company believes the current carrying value of long-term debt approximates its fair value because the terms are comparable to similar lending arrangements in the marketplace. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments –Credit Losses (Topic 326) –Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 replaces the “incurred loss” credit losses framework with a new accounting standard that requires management's measurement of the allowance for credit losses to be based on a broader range of reasonable and supportable information for lifetime credit loss estimates. The Company adopted ASU 2016-13 as of January 1, 2023 , which did no t result in any material changes to the Company’s financial statements. 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guid ance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company adopted ASU 2020-06 as of January 1, 2023 using the modified retrospective method which did no t result in any changes to the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The Company is determining the impact on our business. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is determining the impact of the ASU 2023-09 on its financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses | As of December 31, the allowance for credit losses consisted of the following: 2023 2022 Beginning balance $ 117,360 $ 1,236,497 Provisions 1,520,679 717,144 Write-offs - ( 1,836,281 ) Ending balance $ 1,638,039 $ 117,360 |
Summary of Customers and Vendors Concentrations | For the years ended December 31, the following customers represented more than 10% of consolidated sales. No vendors represented more than 10% of purchases. 2023 2022 Customer A 21 % 12 % Customer B 13 % — Customer C 11 % — Customer D 10 % — Customer E — 30 % As of December 31, the following customers represented more than 10% of accounts receivable. No vendors represented more than 10% of the accounts payable balance. 2023 2022 Customer A 17 % 10 % Customer C — 10 % Customer D 20 % Customer F — 27 % |
Schedule of Antidilutive Securities Excluded from Calculation of Earnings Per Share | As of December 31, 2023 and 2022, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2023 2022 Private Warrants 197,500 197,500 Public Warrants 10,800,000 10,800,000 Warrants - January 2022 Offering 10,294,118 10,294,118 Warrants - April 2023 Financing 7,964,550 — Restricted Stock Awards - unvested 57,780 26,700 29,313,948 21,318,318 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, inventory consisted of the following: December 31, December 31, Raw materials $ 1,475,657 $ 1,614,712 Work in process 703,117 308,569 Finished goods 3,021,205 6,335,361 Total Inventory $ 5,199,979 $ 8,258,642 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | As of December 31, prepaid expenses and other current assets consisted of the following: As of As of December 31, December 31, 2023 2022 Insurance $ 378,199 $ 721,960 Marketing and advertising $ 82,053 161,196 Vendor deposits $ 21,038 495,040 Other $ 239,392 172,521 Prepaid expenses and other current assets $ 720,682 $ 1,550,717 |
Property & Equipment, net (Tabl
Property & Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 31, property and equipment consisted of the following: As of As of December 31, December 31, 2023 2022 Plant and equipment $ 8,219,929 $ 7,649,405 Furniture and fixtures 26,246 42,825 Leasehold improvements 4,265,380 4,537,488 Website 111,002 111,002 Land 242,333 242,333 Building 1,399,200 1,399,201 Total cost 14,264,090 13,982,254 Less accumulated depreciation ( 7,113,314 ) ( 5,165,681 ) Property and equipment, net $ 7,150,775 $ 8,816,573 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Estimated Future Amortization of Intangibles | The estimated future amortization of intangibles subject to amortization at December 31, 2023 was as follows: 5 Year Schedule 2024 $ 242,335 2025 242,335 2026 242,335 2027 242,335 2028 242,335 Thereafter 2,908,015 Total remaining amortization $ 4,119,690 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of December 31, accrued expenses consisted of the following: 2023 2022 Interest payable $ 344,148 $ — Payroll liabilities 602,669 1,004,142 State taxes 46,423 154,756 Broker and commission payables 40,859 — Marketing and advertising payables 172,845 217,075 Credit card payables 804,530 141,679 Professional fees payable 204,950 105,850 Related party payables 100,000 — Other 371,084 104,053 Accrued expenses $ 2,687,508 $ 1,727,555 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | As of December 31, long-term debt consisted of the following: 2023 2022 Revenue Loan and Security Agreement, net of debt issuance costs $ 3,791,950 $ 3,889,442 Broken Stone Agreement 19,775 51,918 Less: current portion ( 335,636 ) ( 244,782 ) Total long-term debt, net of current portion $ 3,476,089 $ 3,696,578 |
Schedule of Short-term Borrowings and Current Portion of Long-term Debt | As of December 31, short-term borrowings and current portion of long-term debt consisted of the following: 2023 2022 Invoice Purchase and Security Agreement, net of debt issuance costs $ 3,568,295 $ 1,046,101 Promissory Notes, net of debt discount and debt issuance costs 4,089,000 — Commercial Premium Finance Agreement 269,894 724,639 Current portion of long-term obligations 335,636 244,782 Total short-term borrowings and current portion of long-term debt $ 8,262,825 $ 2,015,522 |
Future Minimum Principal Payments on Debt | Future minimum principal payments on debt as of December 31, 2023: 2024 $ 8,498,220 2025 753,258 2026 1,554,234 2027 1,154,045 2028 — Thereafter — $ 11,959,758 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Net Loss Before Income Taxes | The components of net loss before income taxes, which includes the pre and post IPO periods were as follows: For the Year Ended December 31, 2023 2022 Domestic $ ( 19,040,019 ) $ ( 33,214,967 ) Foreign — — Net Loss Before Income Taxes $ ( 19,040,019 ) $ ( 33,214,967 ) |
Schedule of Significant Components of Income Tax (Benefit) Expense | Significant components of income tax (benefit) expense were as follows: For the Year Ended December 31, 2023 2022 Current income taxes: Federal $ — $ — State 2,485 ( 8,854 ) Foreign — — Total current income taxes $ 2,485 $ ( 8,854 ) Deferred income taxes: Federal $ — $ — State ( 1,520 ) ( 65,668 ) Foreign — — Total deferred income taxes $ ( 1,520 ) $ ( 65,668 ) Income tax (benefit) expense $ 965 $ ( 74,522 ) |
Schedule of Reconciliation of Income Taxes Computed at United States Federal Statutory Income Tax Rate | A reconciliation of income taxes computed at the United States federal statutory income tax rate of 21 % to income tax (benefit) expense was as follows: For the Year Ended December 31, 2023 2022 U.S. federal income taxes at statutory rate $ ( 3,971,275 ) $ ( 6,975,143 ) State and local income tax, net of federal benefit ( 622,879 ) ( 830,189 ) Noncontrolling interest 695,467 2,726,960 FMV of Warrant ( 4,331 ) ( 22,628 ) Partnership Basis Adjustment ( 5,522,247 ) — Change in valuation allowance 9,426,230 5,170,541 Other — ( 144,063 ) Income tax (benefit) expense $ 965 $ ( 74,522 ) |
Schedule of Components of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 31: 2023 2022 Deferred Tax Assets: Investment in partnership $ 12,463,390 $ 6,609,360 Net operating loss $ 9,660,705 6,894,644 163(j) $ 762,211 74,762 Charitable Contributions $ 81,784 141,510 Stock based compensation $ 242,459 64,044 Total deferred tax assets $ 23,210,549 $ 13,784,320 Valuation allowance ( 23,210,549 ) ( 13,784,320 ) Net deferred tax asset $ — $ — Deferred Tax Liabilities: Other $ ( 35 ) $ ( 1,555 ) Total deferred tax liabilities ( 35 ) ( 1,555 ) Net deferred tax liability $ ( 35 ) $ ( 1,555 ) |
Summary of Valuation Allowance | The Company's valuation allowance increased by approximately $ 9,426,230 and $ 5,170,541 in 2023 and 2022 , respectively. 2023 2022 Beginning balance $ 13,784,320 $ 8,613,779 Charged to costs and expenses 9,426,229 5,170,541 Ending balance $ 23,210,549 $ 13,784,320 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit and Restricted Stock Awards Activity | The following table summarizes the Company's RSU activity: Nonvested Restricted Stock Units Weighted Average Restricted Stock Award Date Fair Value Units Per Share Restricted Stock at January 1, 2023 14,578 $ 48.47 Granted 189,450 4.90 Forfeited ( 4,289 ) 64.62 Vested ( 6,533 ) 45.54 Restricted Stock at December 31, 2023 193,205 $ 5.18 The following table summarizes the Company's RSA activity: Nonvested Restricted Stock Awards Weighted Average Weighted Average Restricted Stock Award Date Fair Value Director Award Date Fair Value Awards Per Share Stock Awards Per Share Restricted Stock at January 1, 2023 42,200 $ 27.92 7,500 $ 12.45 Granted 22,500 3 68,956 5.49 Forfeited — — — — Vested ( 11,922 ) 32.45 ( 71,456 ) 6.17 Restricted Stock at December 31, 2023 52,778 $ 16.09 5,000 $ 12.45 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Other Balance Sheet Information Related to Operating Leases | Other Balance Sheet information related to operating leases as of December 31 was as follows: December 31, December 31, 2023 2022 Operating leases, Right-of-use assets, net $ 4,609,666 $ 5,009,954 Weighted average remaining lease term, in years 10 11 Weighted Average Discount Rate 13 % 13 % The following table presents the balance of Operating lease obligations: Operating lease liabilities (current) $ 362,165 $ 327,915 Operating lease liabilities (long-term) $ 4,371,963 $ 4,734,128 Total operating lease liabilities $ 4,734,128 $ 5,062,043 |
Schedule of Future Minimum Payments and sublease Rental Income Required Under Lease Agreements | Future minimum payments and sublease rental income required under the lease agreements as of December 31, 2023 follows: Year Ended December 31, Operating Lease Payments Sublease Rental Income 2024 $ 930,990 $ 268,960 2025 814,170 50,661 2026 744,099 — 2027 731,627 — 2028 749,274 — Thereafter 4,807,543 — Total $ 8,777,703 $ 319,621 Less: Imputed interest ( 4,043,575 ) Present value of lease liabilities $ 4,734,128 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Reverse stock split conversion ratio | 0.0667 |
Reverse stock split, description | As a result of the Reverse Stock Split, every fifteen shares of common stock issued and outstanding were automatically reclassified into one share of common stock. |
Class A Common Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Class V Common Stock [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Common stock, par value | $ / shares | $ 0.0001 |
Class V Common Stock [Member] | Minimum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of reverse stock split share authorized | shares | 200,000,000 |
Class V Common Stock [Member] | Maximum [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of reverse stock split share authorized | shares | 15,000,000 |
Liquidity and Going Concern - A
Liquidity and Going Concern - Additional Information (Details) | 12 Months Ended | 24 Months Ended | |||
Sep. 28, 2022 USD ($) Advance | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Sep. 27, 2022 USD ($) | |
Net loss | $ (19,040,984) | $ (33,140,445) | $ (33,140,445) | ||
Cash used in operating activities | (7,426,933) | (28,648,894) | |||
Working capital (deficit) | (7,400,000) | 5,800,000 | 5,800,000 | ||
Invoice Purchase and Security Agreement [Member] | Alterna Capital Solutions LLC [Member] | |||||
Maximum borrowing capacity | $ 20,000,000 | $ 8,000,000 | |||
Line of credit facility drawn | 3,716,914 | $ 1,257,301 | $ 1,257,301 | ||
Revenue Loan And Security Agreement [Member] | Decathlon Alpha IV, L.P. [Member] | |||||
Debt instrument, principal amount | $ 4,000,000 | ||||
Number of additional advance available | Advance | 2 | ||||
Maximum borrowing capacity | $ 6,000,000 | ||||
Additional borrowing capacity | $ 1,000,000 | ||||
Line of credit facility drawn | $ 4,000,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jul. 20, 2021 | Dec. 11, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Provisions related to returns and deductions | $ 822,803 | $ 344,780 | ||
Bad debt expense | 697,876 | 372,363 | ||
Impairment of goodwill | $ 0 | 0 | ||
Revenue practical expedient, incremental cost of obtaining contract [true/false] | true | |||
Inventory exchanged during period | $ 0 | 0 | ||
Prepaid media reserve | 1,489,028 | |||
Reserved for media credit | 1,489,028 | 1,489,028 | ||
Advertising and marketing expenses | 907,450 | 5,740,567 | ||
Intangible assets, purchase adjustments | 113,237 | |||
Impairment of intangible assets | 0 | 0 | ||
Unrecognized tax benefits | $ 0 | $ 0 | ||
Percentage of savings required to be paid to the seller | 85% | |||
Cash, FDIC insured amount | $ 250,000 | |||
Anti-dilutive securities | 29,313,948 | 21,318,318 | ||
Impairment charges | $ 0 | $ 0 | ||
ASU 2016-13 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | |||
Change in accounting principle, accounting standards update, adopted | true | |||
Change in accounting principle, accounting standards update, immaterial effect | true | |||
ASU 2020-06 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | |||
Change in accounting principle, accounting standards update, adopted | true | |||
Change in accounting principle, accounting standards update, immaterial effect | true | |||
Minimum [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contract with customers payment terms | 30 days | |||
Property and equipment, estimated useful life | 3 years | |||
Maximum [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contract with customers payment terms | 60 days | |||
Property and equipment, estimated useful life | 20 years | |||
Asset Purchase Agreement [Member] | Kalahari Brands, Inc [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Purchase price to acquire assets and liabilities | $ 5,867,344 | |||
Tax Receivable Agreement [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Percentage of savings required to be paid to the seller | 85% | 85% | ||
Brand Name [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Amortization period of intangible assets | 20 years | |||
Class B common units of holdings and class V common stock of the company | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Exchanged number of shares | 383,898 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details 1) | Dec. 31, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected to be recognized period | 1 year |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Allowance for Credit Losses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Allowance for Credit Loss [Abstract] | ||
Beginning balance | $ 117,360 | $ 1,236,497 |
Provisions | 1,520,679 | 717,144 |
Write-offs | (1,836,281) | |
Ending balance | $ 1,638,039 | $ 117,360 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Customers and Vendor Concentrations (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer A [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 21% | 12% |
Customer A [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 17% | 10% |
Customer B [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 13% | |
Customer C [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11% | |
Customer C [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 10% | |
Customer D [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 10% | |
Customer D [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 20% | |
Customer E [Member] | Consolidated Sales and Purchases [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 30% | |
Customer F [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 27% |
Significant Accounting Polici_8
Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Calculation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 29,313,948 | 21,318,318 |
Private Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 197,500 | 197,500 |
Public Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 10,800,000 | 10,800,000 |
Warrants - January 2022 Offering [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 10,294,118 | 10,294,118 |
Warrants - April 2023 Financing [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 7,964,550 | |
Restricted Stock Awards - Unvested [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from calculation of earnings per share | 57,780 | 26,700 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,475,657 | $ 1,614,712 |
Work in process | 703,117 | 308,569 |
Finished goods | 3,021,205 | 6,335,361 |
Total Inventory | $ 5,199,979 | $ 8,258,642 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||
Inventory write-offs | $ 82,391 | $ 694,662 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Insurance | $ 378,199 | $ 721,960 |
Marketing and advertising | 82,053 | 161,196 |
Vendor deposits | 21,038 | 495,040 |
Other | 239,392 | 172,521 |
Prepaid expenses and other current assets | $ 720,682 | $ 1,550,717 |
Property & Equipment, net - Sch
Property & Equipment, net - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 14,264,090 | $ 13,982,254 |
Less accumulated depreciation | (7,113,314) | (5,165,681) |
Property and equipment, net | 7,150,775 | 8,816,573 |
Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 8,219,929 | 7,649,405 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 26,246 | 42,825 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 4,265,380 | 4,537,488 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 111,002 | 111,002 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 242,333 | 242,333 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 1,399,200 | $ 1,399,201 |
Property & Equipment, net - Add
Property & Equipment, net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,978,760 | $ 1,718,739 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible assets, net | $ 4,119,690 | $ 4,362,024 |
Accumulated amortization | 729,907 | 487,573 |
Amortization expense | $ 242,335 | $ 242,335 |
Remaining useful life of intangible asset | 17 years |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Estimated Future Amortization of Intangibles (Details) | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 242,335 |
2025 | 242,335 |
2026 | 242,335 |
2027 | 242,335 |
2028 | 242,335 |
Thereafter | 2,908,015 |
Total remaining amortization | $ 4,119,690 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Interest Payable | $ 344,148 | |
Payroll liabilities | 602,669 | $ 1,004,142 |
State Taxes | 46,423 | 154,756 |
Broker and commission payables | 40,859 | |
Marketing and advertising payables | 172,845 | 217,075 |
Credit card payables | 804,530 | 141,679 |
Professional fees payable | 204,950 | 105,850 |
Related party payables | 100,000 | |
Other | 371,084 | 104,053 |
Accrued expenses | $ 2,687,508 | $ 1,727,555 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Details) - Alterna Capital Solutions LLC [Member] - Invoice Purchase and Security Agreement [Member] - USD ($) | 12 Months Ended | |||
Sep. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 27, 2022 | |
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 | $ 8,000,000 | ||
Line of credit | $ 3,716,914 | $ 1,257,301 | ||
Line of credit, interest rate at period end | 10.75% | 9.75% | ||
Line of credit initial term | 24 months | |||
Interest expense | $ 478,001 | $ 28,214 | ||
Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 15,000,000 | |||
Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 8,000,000 | |||
Prime Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, interest rate | 2.25% |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: current portion | $ (335,636) | $ (244,782) |
Total long-term debt, net of current portion | 3,476,089 | 3,696,578 |
Revenue Loan and Security Agreement, net of debt issuance costs [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 3,791,950 | 3,889,442 |
Broken Stone Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 19,775 | $ 51,918 |
Debt - Schedule of Short-term B
Debt - Schedule of Short-term Borrowings and Current Portion of Long-term Debt (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Line of credit current | $ 3,568,295 | $ 1,046,101 |
Current portion of long-term obligations | 335,636 | 244,782 |
Total short-term borrowings and current portion of long-term debt | 8,262,825 | 2,015,522 |
Commercial Premium Finance Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Short-term borrowings | 269,894 | 724,639 |
Promissory Notes, net of debt discount and debt issuance costs [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable current | 4,089,000 | |
Invoice Purchase and Security Agreement, net of debt issuance costs [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit current | $ 3,568,295 | $ 1,046,101 |
Debt - Long Term Debt - Additio
Debt - Long Term Debt - Additional Information (Details) | 12 Months Ended | |||||
Apr. 19, 2023 USD ($) $ / shares shares | Sep. 28, 2022 USD ($) Advance | Mar. 12, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Apr. 10, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount due | $ 11,959,758 | |||||
Issuance of warrants in connection with debt instrument | 1,335,997 | |||||
Amortization of debt discount | 1,374,631 | |||||
Class A Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrant, exercise price per share | $ / shares | $ 0.5134 | |||||
Aggregate warrants | shares | 7,964,550 | |||||
Number of warrants exercised for shares of common stock | shares | 530,970 | |||||
Certain Members of Management and Board of Directors [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate warrants | shares | 2,288,664 | |||||
Certain Members of Management and Board of Directors [Member] | Class A Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of warrants exercised for shares of common stock | shares | 152,577 | |||||
Revenue Loan And Security Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense | 451,773 | |||||
Commercial Premium Finance Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, balance | 269,894 | $ 724,639 | ||||
Secured Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 4,089,000 | $ 4,089,000 | ||||
Debt instrument, interest rate | 12% | |||||
Effective interest rate percentage | 66.10% | |||||
Interest expense | $ 1,895,066 | |||||
Debt instrument, maturity date | Dec. 31, 2023 | |||||
Debt instrument extended maturity date | Dec. 31, 2024 | |||||
Issuance of warrants in connection with debt instrument | 1,374,631 | |||||
Amortization of debt discount | 1,374,631 | |||||
Secured Promissory Notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gross proceeds from issuance of notes | $ 3,000,000 | |||||
Secured Promissory Notes [Member] | Certain Members of Management and Board of Directors [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 1,175,000 | 1,175,000 | ||||
Origin Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Collateralized loans secured by net book value | $ 32,711,832 | 39,559,766 | ||||
Broken Stone Investments, LLC. [Member] | Promissory Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 200,000 | |||||
Debt instrument, frequency of periodic payment | monthly | |||||
Debt instrument, periodic payment | $ 8,774 | |||||
Debt instrument, periodic interest payment, start date | Jul. 01, 2021 | |||||
Debt instrument, periodic interest payment, end date | Jun. 01, 2023 | |||||
Short term debt interest rate | 5% | |||||
Short term debt carrying amount | $ 19,775 | 51,918 | ||||
Debt instrument, maturity date | Jun. 01, 2023 | |||||
Decathlon Alpha IV, L.P. [Member] | Revenue Loan And Security Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 4,000,000 | |||||
Debt instrument, principal amount due | $ 3,864,175 | 3,983,611 | ||||
Maximum borrowing capacity | 6,000,000 | |||||
Additional borrowing capacity | $ 1,000,000 | |||||
Number of additional advance available | Advance | 2 | |||||
Debt instrument, frequency of periodic payment | monthly | |||||
Effective interest rate percentage | 11.50% | |||||
Interest expense | $ 111,547 | |||||
Debt instrument, maturity date | Jun. 13, 2027 |
Debt - Future Minimum Principal
Debt - Future Minimum Principal Payments on Debt (Details) | Dec. 31, 2023 USD ($) |
Maturities of Long-Term Debt [Abstract] | |
2024 | $ 8,498,220 |
2025 | 753,258 |
2026 | 1,554,234 |
2027 | 1,154,045 |
2028 | 0 |
Thereafter | 0 |
Long-term Debt, Total | $ 11,959,758 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Net Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||
Domestic | $ (19,040,019) | $ (33,214,967) |
NET LOSS BEFORE INCOME TAXES | $ (19,040,019) | $ (33,214,967) |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Income Tax (Benefit) Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current income taxes: | ||
State | $ 2,485 | $ (8,854) |
Total current income taxes | 2,485 | (8,854) |
Deferred income taxes: | ||
State | (1,520) | (65,668) |
Total deferred income taxes | (1,520) | (65,668) |
Income tax (benefit) expense | $ 965 | $ (74,522) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | |||
Federal statutory income tax rate | 21% | ||
Percentage of valuation allowance against deferred tax assets | 100% | ||
Valuation Allowance | $ 23,210,549 | $ 13,784,320 | $ 8,613,779 |
Net change in valuation allowance | $ 9,426,230 | 5,170,541 | |
Percentage of savings required to be paid to the seller | 85% | ||
Tax receivable agreement liability | $ 0 | 0 | |
Class B common units of holdings and class V common stock of the company | |||
Income Tax Contingency [Line Items] | |||
Exchanged number of shares | 383,898 | ||
Federal [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 40,998,295 | 28,294,533 | |
State [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 19,813,263 | $ 13,852,988 | |
State [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
NOLs expiration year | 2042 | ||
State [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
NOLs expiration year | 2036 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes Computed at United States Federal Statutory Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
U.S. federal income taxes at statutory rate | $ (3,971,275) | $ (6,975,143) |
State and local income tax, net of federal benefit | (622,879) | (830,189) |
Noncontrolling interest | 695,467 | 2,726,960 |
FMV of Warrant | (4,331) | (22,628) |
Partnership Basis Adjustment | (5,522,247) | |
Change in valuation allowance | 9,426,230 | 5,170,541 |
Other | (144,063) | |
Income tax (benefit) expense | $ 965 | $ (74,522) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets | |||
Investment in partnership | $ 12,463,390 | $ 6,609,360 | |
Net operating loss | 9,660,705 | 6,894,644 | |
163(j) | 762,211 | 74,762 | |
Charitable Contributions | 81,784 | 141,510 | |
Stock based compensaton | 242,459 | 64,044 | |
Total deferred tax assets | 23,210,549 | 13,784,320 | |
Valuation allowance | (23,210,549) | (13,784,320) | $ (8,613,779) |
Deferred Tax Liabilities | |||
Other | (35) | (1,555) | |
Total deferred tax liabilities | (35) | (1,555) | |
Net deferred tax liability | $ (35) | $ (1,555) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 13,784,320 | $ 8,613,779 |
Charged to costs and expenses | 9,426,229 | 5,170,541 |
Ending balance | $ 23,210,549 | $ 13,784,320 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 19, 2023 | Jan. 06, 2022 | Sep. 15, 2021 | Jan. 31, 2024 | Dec. 31, 2023 | Jul. 14, 2023 | Jul. 13, 2023 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Shares authorized | 425,000,000 | |||||||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred Stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Warrants redemption price per share | $ 0.01 | |||||||
Warrants outstanding | $ 10,997,500 | |||||||
Shares issued price per share | $ 172.50 | |||||||
Warrants expiration | Jul. 20, 2026 | |||||||
January 2022 Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Price per share | $ 54 | |||||||
Warrant offering term | 5 years | |||||||
Gross proceeds from the offering | $ 35,000,000 | |||||||
Public Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants outstanding | $ 10,800,000 | |||||||
Private Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants outstanding | 197,500 | $ 197,500 | ||||||
Pre-Funded Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants to acquire common stock | 53,333 | |||||||
Issuance and sale of shares | 519,812 | |||||||
Warrant price per share | $ 0.0001 | |||||||
April 2023 Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrants outstanding | $ 7,964,550 | |||||||
Debt instrument, issuance date | Apr. 19, 2023 | |||||||
April 2023 Warrants [Member] | Certain Members of Management and Board of Directors [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of warrants exercised for shares of common stock | 2,288,664 | |||||||
Class A Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares authorized | 400,000,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Price per share | $ 270 | |||||||
Conversion of stock, shares issued | 733,166 | |||||||
Repurchase of aggregate common stock, shares | 53,333 | |||||||
Common stock reserved for future issuance | 457,664 | 114,706 | ||||||
Issuance and sale of shares | 166,462 | |||||||
Class A Common Stock [Member] | January 2022 Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Price per share | $ 51 | |||||||
Class A Common Stock [Member] | January 2022 Warrants [Member] | Maximum [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Issuance and sale of shares | 686,274 | |||||||
Class A Common Stock [Member] | Public Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of stock, shares issued | 720,000 | |||||||
Class A Common Stock [Member] | Private Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of stock, shares issued | 13,166 | |||||||
Class A Common Stock [Member] | April 2023 Warrants [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of stock, shares issued | 530,970 | |||||||
Warrant offering term | 3 years 3 months | |||||||
Warrant, exercise price per share | $ 0.5134 | |||||||
Number of warrants exercised for shares of common stock | 7,964,550 | |||||||
Class A Common Stock [Member] | April 2023 Warrants [Member] | Certain Members of Management and Board of Directors [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of stock, shares issued | 152,577 | |||||||
Warrant, exercise price per share | $ 7.701 | |||||||
Class A Common Stock [Member] | April 2023 Warrants [Member] | Minimum [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrant holder, ownership percentage | 4.99% | |||||||
Class A Common Stock [Member] | April 2023 Warrants [Member] | Maximum [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrant holder, ownership percentage | 9.99% | |||||||
Class A Common Stock [Member] | Subsequent Event | April 2023 Warrants [Member] | Secured Promissory Notes [Member] | Certain Members of Management and Board of Directors [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Warrant exercise price decrease | $ 2.75 | |||||||
Class V Common Stock [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | 200,000,000 | |||||
Common stock, par value | $ 0.0001 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for grant | 114,706 | |
Selling expenses | $ 7,451,984 | $ 14,674,171 |
Unrecognized compensation cost | $ 1,911,964 | |
Unrecognized compensation cost expected to be recognized | 4 years | |
Employee RSU and RSA grants [Member] | Salaries and Wages Member | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock based compensation expense | $ 710,248 | 835,733 |
Non-employee RSU and RSA grants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Selling expenses | $ 445,960 | $ 215,977 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Shares vested | 6,533 | |
Restricted Stock Award RSA [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares vested | 11,922 | |
Restricted Stock Award RSA [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Restricted Stock Award RSA [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Restricted Stock Unit and Restricted Stock Awards Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Beginning Balance | shares | 14,578 |
Number of shares, Granted | shares | 189,450 |
Number of shares, Forfeited | shares | (4,289) |
Number of shares, Vested | shares | (6,533) |
Number of shares, Ending Balance | shares | 193,205 |
Weighted Average Award Date Fair Value, Beginning Balance | $ / shares | $ 48.47 |
Weighted Average Award Date Fair Value, Granted | $ / shares | 4.90 |
Weighted Average Award Date Fair Value, Forfeited | $ / shares | 64.62 |
Weighted Average Award Date Fair Value, Vested | $ / shares | 45.54 |
Weighted Average Award Date Fair Value, Ending Balance | $ / shares | $ 5.18 |
Restricted Stock Award RSA [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Beginning Balance | shares | 42,200 |
Number of shares, Granted | shares | 22,500 |
Number of shares, Vested | shares | (11,922) |
Number of shares, Ending Balance | shares | 52,778 |
Weighted Average Award Date Fair Value, Beginning Balance | $ / shares | $ 27.92 |
Weighted Average Award Date Fair Value, Granted | $ / shares | 3 |
Weighted Average Award Date Fair Value, Vested | $ / shares | 32.45 |
Weighted Average Award Date Fair Value, Ending Balance | $ / shares | $ 16.09 |
Director Stock Awards [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Beginning Balance | shares | 7,500 |
Number of shares, Granted | shares | 68,956 |
Number of shares, Vested | shares | (71,456) |
Number of shares, Ending Balance | shares | 5,000 |
Weighted Average Award Date Fair Value, Beginning Balance | $ / shares | $ 12.45 |
Weighted Average Award Date Fair Value, Granted | $ / shares | 5.49 |
Weighted Average Award Date Fair Value, Vested | $ / shares | 6.17 |
Weighted Average Award Date Fair Value, Ending Balance | $ / shares | $ 12.45 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Apr. 19, 2023 | May 26, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Interest expense recognized | $ 741,715 | $ 727,171 | ||
Class A Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Warrant, exercise price per share | $ 0.5134 | |||
Aggregate warrants | 7,964,550 | |||
Number of warrants exercised for shares of common stock | 530,970 | |||
Promissory Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accrued interest | 98,893 | |||
Debt instrument, issuance date | Apr. 19, 2023 | |||
Related Party Manufacturer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Purchase goods from related party | 1,007 | 143,420 | ||
Other liabilities | $ 807 | 0 | ||
Buyer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Transaction date | May 26, 2021 | |||
Total purchase price | $ 7,500,000 | |||
Lease Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Lease terms | In connection with the consummation of the Sale and Leaseback Transaction, the Company entered into a lease agreement (the “Lease Agreement”) with Buyer pursuant to which the Company leased back the Real Property from Buyer for an initial term of twelve (12) years unless earlier terminated or extended in accordance with the terms of the Lease Agreement. Under the Lease Agreement, the Company’s financial obligations include base rent of approximately $60,000 per month, which rent will increase on an annual basis at two percent (2%) over the initial term and two-and-a-half percent (2.5%) during any extension term. The Company is also responsible for all monthly expenses related to the leased facility, including insurance premiums, taxes and other expenses, such as utilities. Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five (5) years for each such option and a one-time right and option to purchase the Real Property at a price that escalates over time and, if Buyer decides to sell the Real Property, the Company has a right of first refusal to purchase the Real Property on the same terms offered to any third party. | |||
Initial term | 12 years | |||
Base rent | $ 60,000 | |||
Percentage of increase in base rent | 2% | |||
Percentage of increase in base rent over initial term | 2.50% | |||
Options to extend term | Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five (5) years for each such option | |||
Extended term | 5 years | |||
Certain Members of Management and Board of Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Aggregate warrants | 2,288,664 | |||
Certain Members of Management and Board of Directors [Member] | Class A Common Stock [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of warrants exercised for shares of common stock | 152,577 | |||
Certain Members of Management and Board of Directors [Member] | Promissory Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument, principal amount | $ 1,175,000 | |||
Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other liabilities | $ 100,000 | |||
Executive officer fee | 100,000 | |||
Related Party [Member] | ||||
Related Party Transaction [Line Items] | ||||
Other liabilities | 278,771 | $ 632,946 | ||
Balance owed to related parties | 1,175,000 | |||
Related Party [Member] | Promissory Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Balance owed to related parties | $ 1,273,893 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Agreement | Dec. 31, 2022 USD ($) | |
Gain Contingencies [Line Items] | ||
Operating lease payment | $ 908,863 | $ 279,883 |
Rent expense | 1,118,564 | 406,817 |
Sublease income | $ 280,120 | $ 0 |
Operating leases, options to extend | 5 years | |
Operating leases, existence of option to extend | true | |
Operating leases, description | The Company held three lease agreements for office and warehouse space in Texas as of December 31, 2023. The Company’s lease contracts have remaining terms ranging from 3 years to 11 years, some of which may include options to extend the leases for up to 5 years. During 2023, the Company subleased the office and former warehouse space. | |
Number of lease agreements | Agreement | 3 | |
Minimum [Member] | ||
Gain Contingencies [Line Items] | ||
Operating leases, remaining lease terms | 3 years | |
Maximum [Member] | ||
Gain Contingencies [Line Items] | ||
Operating leases, remaining lease terms | 11 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Other Balance Sheet Information Related to Operating Leases (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating leases, Right-of-use assets, net | $ 4,609,666 | $ 5,009,954 |
Weighted average remaining lease term, in years | 10 years | 11 years |
Weighted Average Discount Rate | 13% | 13% |
Operating lease liabilities (current) | $ 362,165 | $ 327,915 |
Operating lease liabilities (long-term) | 4,371,963 | 4,734,128 |
Operating Lease, Liability, Total | $ 4,734,128 | $ 5,062,043 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Payments and sublease Rental Income Required Under Lease Agreements (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Lease Payments 2024 | $ 930,990 | |
Operating Lease Payments 2025 | 814,170 | |
Operating Lease Payments 2026 | 744,099 | |
Operating Lease Payments 2027 | 731,627 | |
Operating Lease Payments 2028 | 749,274 | |
Operating Lease Payments Thereafter | 4,807,543 | |
Total Operating Lease Payments | 8,777,703 | |
Less: imputed interest | (4,043,575) | |
Present value of lease liabilities | 4,734,128 | $ 5,062,043 |
Sublease Rental Income 2024 | 268,960 | |
Sublease Rental Income 2025 | 50,661 | |
Total Sublease Rental Income | $ 319,621 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | 1 Months Ended | |
Apr. 19, 2023 | Jan. 31, 2024 | |
Secured Promissory Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument, maturity date | Dec. 31, 2023 | |
Debt instrument extended maturity date | Dec. 31, 2024 | |
Secured Promissory Notes [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Gross proceeds from issuance of notes | $ 3,000,000 | |
Common Class A [Member] | ||
Subsequent Event [Line Items] | ||
Warrant, exercise price per share | $ 0.5134 | |
Subsequent Event [Member] | Secured Promissory Notes [Member] | ||
Subsequent Event [Line Items] | ||
Debt instrument, maturity date | Dec. 31, 2023 | |
Debt instrument extended maturity date | Dec. 31, 2024 | |
Subsequent Event [Member] | Secured Promissory Notes [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Gross proceeds from issuance of notes | $ 3,000,000 | |
Subsequent Event [Member] | Common Class A [Member] | Secured Promissory Notes [Member] | ||
Subsequent Event [Line Items] | ||
Sale of unit price per share | $ 2.75 | |
Subsequent Event [Member] | Common Class A [Member] | April 2023 Warrants [Member] | Secured Promissory Notes [Member] | ||
Subsequent Event [Line Items] | ||
Aggregate shares issued to certain electing lenders as payment in full for interest accrued | 53,559 | |
Accrued interest satisfied by payment to electing lenders amount | $ 147,288 | |
Subsequent Event [Member] | Common Class A [Member] | April 2023 Warrants [Member] | Secured Promissory Notes [Member] | Certain Members of Management and Board of Directors [Member] | ||
Subsequent Event [Line Items] | ||
Warrant, exercise price per share | $ 7.701 | |
Warrant exercise price decrease | $ 2.75 |