Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38448 | |
Entity Registrant Name | VINCO VENTURES, INC. | |
Entity Central Index Key | 0001717556 | |
Entity Tax Identification Number | 82-2199200 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 6 North Main Street | |
Entity Address, City or Town | Fairport | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14450 | |
City Area Code | (866) | |
Local Phone Number | 900-0992 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | BBIG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 210,590,593 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 130,779,948 | $ 87,612,176 |
Restricted cash - short term | 100,000,000 | |
Short-term investments | 220,000 | 178,000 |
Accounts receivable, net | 9,117,096 | 1,124,421 |
Inventory, net | 447,636 | 475,666 |
Prepaid expenses and other current assets | 10,659,851 | 10,403,401 |
Loans held-for-investment- current portion | 11,600,000 | 3,950,000 |
Due from related party | 19,600,584 | 15,997,803 |
Total current assets | 182,425,115 | 219,741,467 |
Restricted cash long-term | 80,000,000 | |
Property and equipment, net | 1,785,226 | 1,376,751 |
Right of use assets, net | 133,310 | 168,914 |
Loan held-for-investment | 750,000 | 250,000 |
Loan held-for-investment - related parties | 13,500,000 | 20,500,000 |
Intangible assets, net | 39,009,383 | 40,525,453 |
Goodwill | 180,419,932 | 121,580,144 |
Cost method investments | 1,000,000 | 1,000,000 |
Other assets | 1,655,742 | |
Total assets | 500,678,709 | 405,142,729 |
Current liabilities: | ||
Accounts payable | 11,554,079 | 6,105,963 |
Accrued expenses and other current liabilities | 10,600,949 | 19,516,308 |
Current portion of operating lease liabilities | 77,231 | 100,733 |
Current portion of convertible notes payable, net of debt issuance costs of $13,343,030 and $68,911,823, respectively | 19,769,795 | 44,238,177 |
Current portion of notes payable | 15,530 | |
Current portion of notes payable - related parties | 112,835 | 112,835 |
Total current liabilities | 42,114,889 | 70,089,546 |
Operating lease liabilities, net of current portion | 58,713 | 70,514 |
Convertible notes payable - related parties, net of current portion | 2,500,000 | 2,500,000 |
Notes payable -related parties, net of current portion | 108,923 | 121,037 |
Convertible notes payable, net of current portion, net of debt issuance costs of $35,491,435 and $0, respectively. | 44,399,079 | |
Derivative liability | 429,167,462 | 198,566,170 |
Deferred tax liability | 108,420 | 108,420 |
Deferred acquisition purchase price | 23,250,000 | |
Total Liabilities | 541,707,486 | 271,455,687 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity (deficit) | ||
Common stock, $0.001 par value, 250,000,000 shares authorized; 188,052,593 and 150,118,024 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 188,053 | 150,118 |
Additional paid-in capital | 1,053,407,146 | 850,096,635 |
Accumulated deficit | (1,109,769,797) | (736,821,840) |
Total stockholders’ equity (deficit) attributable to Vinco Ventures, Inc. | (56,174,598) | 113,424,913 |
Noncontrolling interest | 15,145,821 | 20,262,129 |
Total stockholders’ equity (deficit) | (41,028,777) | 133,687,042 |
Total liabilities and stockholders’ equity (deficit) | $ 500,678,709 | $ 405,142,729 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares outstanding | 188,052,593 | 150,118,024 |
Common stock, shares issued | 188,052,593 | 150,118,024 |
Convertible Notes Payable [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Debt issuance costs, net, current | $ 13,343,030 | $ 68,911,823 |
Debt issuance costs, net, noncurrent | $ 35,491,435 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues | ||
Total revenue, net | $ 11,534,819 | $ 2,565,162 |
Cost of revenues | ||
Total costs of revenue | 10,933,656 | 1,653,381 |
Gross profit | 601,163 | 911,781 |
Operating expenses: | ||
Selling, general and administrative | 26,798,107 | 11,660,880 |
Total Operating Expenses | 26,798,107 | 11,660,880 |
Operating loss | (26,196,944) | (10,749,099) |
Other income (expense): | ||
Interest income (expense) | (22,427,461) | (12,694,933) |
Loss on issuance of warrants | (243,681,478) | (75,156,534) |
Change in fair value of warrant liability | (86,948,858) | 36,381,542 |
Other income (loss) | 149,594 | (44,296) |
Total other income (expense) | (352,908,203) | (51,514,221) |
Loss before income taxes | (379,105,147) | (62,263,320) |
Income tax expense | ||
Net loss | (379,105,147) | (62,263,320) |
Net (loss) income attributable to noncontrolling interests | (6,157,190) | 28,034 |
Net loss attributable to Vinco Ventures, Inc. from continuing operations | (372,947,957) | (62,291,354) |
Net Loss from discontinued operations | (178,200) | |
Net loss attributable to Vinco Ventures, Inc. | $ (372,947,957) | $ (62,469,554) |
Net loss per share- basic and diluted | ||
Net loss per share- continuing operations | $ (3.05) | $ (3.27) |
Net loss per share- discontinued operations | (0.01) | |
Net loss per share | $ (3.05) | $ (3.28) |
Weighted Average Number of Common Shares Outstanding -basic and diluted | 122,176,851 | 19,055,006 |
Product sales [Member] | ||
Revenues | ||
Total revenue, net | $ 3,757,552 | $ 2,153,306 |
Digital advertising and media sales [Member] | ||
Revenues | ||
Total revenue, net | 7,726,369 | 350,566 |
Cost of revenues | ||
Total costs of revenue | 7,776,663 | 260,318 |
Licensing revenues [Member] | ||
Revenues | ||
Total revenue, net | 50,898 | 61,290 |
Packaging products [Member] | ||
Cost of revenues | ||
Total costs of revenue | $ 3,156,993 | $ 1,393,063 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 765 | $ 14,471 | $ 39,050,260 | $ (23,648,898) | $ (1,893,897) | $ 13,522,701 |
Beginning balance, shares at Dec. 31, 2020 | 764,618 | 14,471,403 | ||||
Sale of common stock - investors | $ 1,500 | 3,253,500 | 3,255,000 | |||
Sale of common stock - investors, shares | 1,500,000 | |||||
Issuance of common stock - note holders | $ 5,878 | 11,510,814 | 11,516,692 | |||
Issuance of common stock - note holders, shares | 5,877,908 | |||||
Issuance of common stock - consultants | $ 943 | 2,035,392 | 2,036,335 | |||
Issuance of common stock - consultants, shares | 943,000 | |||||
Issuance of common stock - employees | $ 1,263 | 3,290,927 | 3,292,190 | |||
Issuance of common stock - employees, shares | 1,262,872 | |||||
Issuance of common stock - exercise of warrants | $ 881 | 1,689,723 | 1,690,604 | |||
Issuance of common stock - exercise of warrants, shares | 880,798 | |||||
Exercise of warrant liabilities | 259,427 | 259,427 | ||||
Issuance of common stock for acquisition | $ 750 | 1,251,750 | 1,252,500 | |||
Issuance of common stock for acquisition, shares | 750,000 | |||||
Share-based compensation | 3,660,436 | 3,660,436 | ||||
Net income | (62,469,354) | 28,034 | (62,441,320) | |||
Ending balance, value at Mar. 31, 2021 | $ 765 | $ 25,686 | 66,002,229 | (86,118,252) | (1,865,863) | (21,955,435) |
Ending balance, shares at Mar. 31, 2021 | 764,618 | 25,685,981 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 150,118 | 850,096,635 | (736,821,840) | 20,262,129 | 133,687,042 | |
Beginning balance, shares at Dec. 31, 2021 | 150,118,024 | |||||
Issuance of common stock - consultants | $ 40 | (40) | ||||
Issuance of common stock - exercise of warrants | $ 36,895 | 110,992,598 | 111,029,493 | |||
Issuance of common stock - exercise of warrants, shares | 36,934,569 | |||||
Exercise of warrant liabilities | 100,029,044 | 100,029,044 | ||||
Share-based compensation | 102,563 | 1,040,882 | 1,143,445 | |||
Net income | (372,947,957) | (6,157,190) | (379,105,147) | |||
Conversions under notes payable | $ 1,000 | 2,179,000 | 2,180,000 | |||
Conversions under notes payable, shares | 1,000,000 | |||||
Offering costs upon exercise of warrants | (9,992,654) | (9,992,654) | ||||
Ending balance, value at Mar. 31, 2022 | $ 188,053 | $ 1,053,407,146 | $ (1,109,769,797) | $ 15,145,821 | $ (41,028,777) | |
Ending balance, shares at Mar. 31, 2022 | 188,052,593 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flow from Operating Activities | ||
Net loss attributable to Vinco Ventures, Inc. | $ (372,947,957) | $ (62,291,354) |
Net (loss) income attributable to noncontrolling interest | (6,157,190) | 28,034 |
Net loss | (379,105,147) | (62,263,320) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Discontinued operations | (178,200) | |
Amortization of financing costs | 22,260,697 | 445,541 |
Share-based compensation | 1,143,445 | 12,418,930 |
Depreciation and amortization | 1,608,691 | 8,697,502 |
Amortization of right of use asset | 35,604 | 24,163 |
Change in fair value of short-term investment | 42,000 | 70,000 |
Loss on issuance of warrants | 243,681,478 | 75,156,534 |
Change in fair value of warrant liability | 86,948,858 | (36,381,542) |
Changes in assets and liabilities: | ||
Accounts receivable | (2,428,136) | (494,130) |
Inventory | 28,030 | (215,717) |
Prepaid expenses and other assets | (5,384,663) | 139,635 |
Accounts payable | (1,835,876) | (804,282) |
Accrued expenses and other liabilities | (9,009,264) | (755,224) |
Net Cash used in Operating Activities | (42,014,284) | (4,140,110) |
Cash Flows from Investing Activities | ||
Issuance of loans held-for-investment-related parties | (5,000,000) | |
Issuance of loans held-for-investment | (500,000) | (7,000,000) |
Purchases of property and equipment | (326,563) | (18,228) |
Purchase of intangible assets | ||
Acquisition of business, net of cash acquired (Note 3) | (34,850,576) | |
Net Cash used in Investing Activities | (35,677,139) | (12,018,228) |
Cash Flows from Financing Activities | ||
Net repayments under line of credit | (379,333) | |
Net (repayments) borrowings under convertible notes payable | (150,000) | 19,720,000 |
Net borrowings under notes payable | 73,000 | |
Net repayments under notes payable | (27,644) | (2,141,782) |
Net repayments under notes payable - related parties | (659,999) | |
Fees paid for financing costs | (122,762) | |
Net proceeds from exercise of warrants | 101,036,839 | 1,690,604 |
Net proceeds from issuance of common stock | 3,255,000 | |
Net Cash provided by Financing Activities | 100,859,195 | 21,434,728 |
Net Increase in Cash and Cash Equivalents | 23,167,772 | 5,276,390 |
Cash and Cash Equivalents - Beginning of Period | 187,612,176 | 249,356 |
Cash and Cash Equivalents - End of Period | 210,779,948 | 5,525,746 |
Cash paid during the year for: | ||
Interest | 414,297 | 343,824 |
Income taxes | (14,738) | |
Noncash investing and financing activity: | ||
Issuance of warrants to note holders | 243,681,478 | 22,000,000 |
Deferred acquisition costs | 23,250,000 | |
Shares issued to note holders | 422,672 | |
Conversions under notes payable | $ 11,094,020 |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Nature of Operations | Note 1 — Basis of Presentation and Nature of Operations The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2022 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full fiscal year for any future period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2021, and updated, as necessary, in this Quarterly Report. As used herein, the terms the “Company,” “Vinco Ventures”, “Vinco” “we,” “us,” “our” and similar terms refer to Vinco Ventures, Inc., a Nevada corporation incorporated on July 18, 2017 and when appropriate, its wholly-owned and majority-owned operating subsidiaries and consolidated variable interest entities. The Company was formerly known as Edison Nation Inc., Xspand Products Lab, Inc. and Idea Lab Products, Inc. prior to its name change to “Vinco Ventures, Inc” on November 10, 2020. Vinco Ventures is focused on digital media, advertising and content technologies. As of March 31, 2022, Vinco Ventures wholly-owned subsidiaries included: AdRizer, LLC (“AdRizer”), Cryptyde, Inc. (“Cryptyde”), Cryptyde Shared Services, LLC, TBD Safety, LLC, Vinco Ventures Shared Services LLC, Ferguson Containers, Inc. (“Ferguson”), CBAV1, LLC, Pirasta, LLC (“Pirasta”), Honey Badger Media LLC (“Honey Badger”), EVNT Platform LLC dba Emmersive Entertainment (“EVNT”), BlockHiro, LLC and Edison Nation Holdings, LLC. Edison Nation Holdings, LLC is the single member of Edison Nation, LLC and Everyday Edisons, LLC. Edison Nation, LLC is the single member of Safe TV Shop, LLC. Vinco Ventures owns a 50 % voting membership interest and a 25 % economic interest after return of unreturned capital contributions in ZVV Media Partners, LLC (“ZVV”), 50 % of Best Party Concepts, LLC and 75 % of Global Clean Solutions, LLC, all of which are consolidated as variable interest entities (“VIEs”) with noncontrolling interests. ZVV owns 80 % of the outstanding equity interests in Lomotif Private Limited (“Lomotif”). Lomotif owns 100 % of Lomotif, Inc. Vinco Ventures owns a 51 % voting membership interest in CW Machines, LLC (“CW Machines”), which is consolidated under the voting interest method. Liquidity For the three months ended March 31, 2022, our operations lost $ 378,400,000 of which $ 354,687,000 of expenses were non-cash and approximately $ 8,200,000 was related to transaction costs for our acquisition of AdRizer which closed in February 2022. The Company expects that its ability to generate advertising revenue from the use of its digital media, advertising and content assets will eventually offset its cash expense requirements, and that it has the financial resources to continue to invest in its growth initiatives in the near term, despite the fact that such expenses may be greater than the revenue generated by such assets in the near term. As of March 31, 2022, we had total current assets of $ 182,425,000 and current liabilities of $ 42,115,000 resulting in working capital of $ 142,093,000 to meet our near term operating cash requirements. As of March 31, 2022, we had total assets of $ 500,679,000 and total liabilities of $ 541,707,000 , of which $ 429,167,000 was related to our warrant liabilities, resulting in a stockholders’ deficit of $ 41,029,000 . Our principal sources of capital are our cash and cash equivalents, and cash generated from the sale of our securities. Our principal uses of capital are operating expenses, including amounts required to fund working capital and capital expenditures, acquisition costs, loans and capital contributions to our subsidiaries and consolidated variable interest entities. We currently anticipate that our available funds and cash flow from financing activities will be sufficient to meet our operational cash needs and fund our planned acquisitions and investments for at least the next twelve months from the issuance of the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Vinco Ventures, Inc. and its wholly-owned subsidiaries, majority owned subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated. Use of Estimates Preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Significant Accounting Policies Significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no changes in such policies or the application of such policies during the three months ended March 31, 2022 except as follows with regard to revenue recognition in connection with AdRizer: Revenue Recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgment to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Product The Company’s product revenues are recognized when control of the goods are transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the revenue standards, revenue recognition from the sale of finished goods to customers, which represents the majority of the Company’s revenues, was not impacted by the adoption of the new revenue standards Digital media advertising and licensing The Company’s digital media advertising revenues are generated primarily from the posting of original digital content through third-party online platforms which are then delivered to users of the online platform across the customer’s digital advertising platform and becomes monetizable to the Company, which the Company concludes is its performance obligation. The Company recognizes revenue when control of the services are transferred to customers and the transaction price is determined by the third-party online platform. Revenue from the digital media platform is primarily recognized based on impressions delivered to customers. An “impression” is delivered when an advertisement appears on pages viewed by users. Licensing revenues are derived from the sale of a licensee’s products that incorporates the Company’s intellectual property. Royalty revenues are recognized during the quarter in which the Company receives a report from the licensee detailing the shipment of products that incorporate the Company’s intellectual property, which receipt is in the quarter following the licensee’s sale of such products to its customers. Royalties are calculated as a percentage of the revenues received by the Company’s licensees on sales of products incorporating the Company’s intellectual property. For AdRizer, FASB ASC 606 requires an entity to determine whether it is a principal (recognizes revenue at the gross amount) or an agent (recognizes revenue at the net amount) for each promised good or service. Based on the FASB guidance, the Company has determined that AdRizer is the principal for each promised good or service, thus, revenue is recognized at the gross amount of the transactions. Revenue from traffic sales and traffic management services are generally recognized at the end of each month when the performance obligation is satisfied. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Divestitures | Note 3 — Acquisitions and Divestitures Acquisitions AdRizer, LLC On February 11, 2022, the Company acquired all of the outstanding equity interests of AdRizer and cancelled all outstanding performance units under AdRizer’s phantom equity plan (“Performance Units”) pursuant to that certain Unit Purchase Agreement among the Company, AdRizer, the members of AdRizer and the holders of Performance Units of AdRizer (collectively, the “Seller Members”), and Innovative Assets LLC, in its capacity as the sellers’ representative (the “Unit Purchase Agreement”), resulting in AdRizer becoming a wholly-owned subsidiary of the Company. The purchase price paid and payable consists of (i) $ 38 million in cash paid at closing, of which $ 10 million was deposited in an escrow account to secure the Seller Members’ indemnification obligations under the Unit Purchase Agreement, subject to customary post-closing adjustments for working capital and other items, and (ii) up to 10 million shares of the Company’s common stock to be issued on January 1, 2024, determined by dividing $ 50 million by the volume weighted average price of the Company’s common stock reported by Bloomberg LP for the 20 trading days preceding such date, subject to a floor price of $ 5.00 and maximum price of $ 8.00 per share (the “Purchase Price Equity”). The Company estimated the fair value of the Purchase Price Equity to be issued was $ 23,250,000 . If a Company change of control transaction occurs on or prior to January 1, 2024, the issuance of the Purchase Price Equity may be accelerated to allow each Seller Member to participate in such transaction on the same terms as other common stockholders of the Company (the “Acceleration”), provided that, to the extent that the consideration to be paid to the common stockholders of the Company in such transaction does not consist entirely of cash or free-trading securities listed on a national stock exchange, (i) each Seller Member may elect the Acceleration except with respect to Purchase Price Equity issuable in respect of the Performance Units, and (b) if any Seller Member has not elected the Acceleration, to the extent permitted and with respect to the Performance Units, the Company shall (i) pay each such applicable Seller Member a cash amount equal to 50 Upon the closing of the acquisition, AdRizer entered into a new employment agreement with its chief executive officer, Kenneth Bond. Certain Seller Members including those who are employees, officers, directors or managers of AdRizer and their affiliates also agreed to be bound by three-year post-closing non-competition and non-solicitation restrictive covenants pursuant to the Unit Purchase Agreement. The Company has accounted for the AdRizer acquisition as a business combination under the acquisition method of accounting. The Company has classified the Purchase Price Equity as a deferred acquisition liability. The purchase price allocation presented below is preliminary given the recent closing of the AdRizer acquisition. We are in the process of evaluating additional information necessary to finalize the valuation of assets acquired and liabilities assumed as of the acquisition date including, but not limited to, post-closing adjustments to the working capital acquired and identification and valuation of developed technology and intangible assets acquired, fair value of AdRizer’s investment in Mind Tank, LLC, as well as the fair value of the equity consideration transferred. The final fair value determination could result in material adjustments to the values presented in the preliminary purchase price allocation, including other intangible assets, goodwill and the related tax impact of such adjustments. We expect to finalize the purchase price allocation within the measurement period. Summary of Business combination Acquired Assets and Liabilities Purchase Price AdRizer Cash paid $ 37,936,323 Fair value of deferred acquisition price 23,250,000 Purchase consideration $ 61,186,323 AdRizer Cash and cash equivalents $ 3,085,747 Accounts receivable 5,564,539 Other current assets 822,311 Property and equipment 191,654 Intangible assets, including goodwill 58,864,751 Total assets acquired 68,529,002 Accounts payable and accrued expenses 7,342,678 Total liabilities assumed 7,342,678 $ 61,186,323 The Company recognized $ 8,216,000 of acquisition related costs, including $ 6,750,000 The activity of AdRizer is included in the Company’s consolidated financial statements from the acquisition date to March 31, 2022. The amounts of revenue and earnings of AdRizer from the acquisition date of February 11, 2022 to March 31, 2022 are as follows: Schedule of Business Combination Revenue and Earnings Revenue $ 7,653,085 Net income 147,618 The following represents the pro forma consolidated statement of operations as if AdRizer had been included in the consolidated results of operations of the Company for the three month period ended March 31, 2022 and 2021. The pro forma financial information is for illustrative purposes only, does not include the pro forma adjustments that would be required under Regulation S-X for pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma information is based upon currently available information and does not reflect any additional depreciation or amortization that would have been charged assuming fair value adjustments to developed technology and other intangible assets, together with the consequential tax effects, which have not yet been finalized. For the Three Months Ended March 31, 2022 2021 (Unaudited) (Unaudited) Revenues, net 14,732,998 11,767,354 Net loss attributable to Vinco Ventures, Inc. (372,965,693 ) (62,374,954 ) Asset Acquisitions Emmersive Entertainment Asset Contribution On April 17, 2021, Vinco and EVNT entered into (and closed on) a certain Asset Contribution Agreement (“Asset Contribution Agreement”) with Emmersive Entertainment, Inc. (“Emmersive”), pursuant to which Emmersive contributed/transferred to the Company the assets used for Emmersive’s business, which include digital assets, software and certain physical assets (the “Contributed Assets”) in consideration for, among other things, the Company assuming certain obligations of Emmersive, hiring certain employees, and issuing 1,000,000 1,000,000 4,000,000 Earn-Out Target 1 In the event that the Company (1) develops a minimally viable product for the NFT Technology to validate the utility of the product/platform with features to attract and transact with customers and (2) is successful on-boarding a minimum of 10 approved influential celebrities on or before December 31, 2021, the Company shall issue to Emmersive and/or Emmersive’s shareholders, 1,000,000 Earn-Out Target 2 In the event that the Company generates a minimum of $ 7,000,000 1,750,000 1,000,000 Earn-Out Target 3: In the event that the Company generates a minimum of $ 28,000,000 7,000,000 1,000,000 Earn Out Target 4 In the event that the Company generates a minimum of $ 62,000,000 15,500,000 1,000,000 On April 17, 2021, the transactions under both the Asset Contribution Agreement and Amended Operating Agreement closed. The Preferred Units and Conditional Preferred Units were valued at $ 2,100,00 and $ 5,300,000 , respectively, and recorded as an intangible asset. On October 19, 2021, the Preferred Unit Holders were issued 1,000,000 shares of common stock of Vinco in exchange for the Preferred Units. The following table summarizes the aggregate purchase price consideration paid for the acquisition of the asset: Summary of the Aggregate Purchase Price Consideration Paid April 17, 2021 Fair value of shares reserved for future issuance and earn out shares $ 7,400,000 Fair value of assumed notes payable 151,987 Total 7,551,987 On February 25, 2022, Emmersive, certain former shareholders of Emmersive (collectively, the “Emmersive Parties”), the Company and EVNT entered into a Termination and Release Agreement, terminating certain transaction documents dated April 17, 2021, in connection with which the Emmersive Parties and Cryptyde also entered into a Milestone Agreement for the earnout shares to be earned and any remaining consideration to be paid by Cryptyde with an effective date of both the agreements upon the spin-off of Cryptyde being declared effective by the SEC (the “Effective Date”). Upon the Effective Date, the agreements will release the Company of the obligation to deliver the additional 4,000,000 earn-out shares provided under the Asset Contribution Agreement. The contingent consideration to be paid by Cryptyde upon the successful completion of the spin-off are described below: Earned Shares 300,000 registered shares of common stock of Cryptyde (“Cryptyde Shares”) within 30 days after the effectiveness of our first registration statement following the spin-off. Milestone 1 In the event that Cryptyde generates a minimum of $5,500,000 in annualized booked revenues from the operation of the Musician & Artist Platform (“Attributed Revenue”) ending eight (8) months following the Effective Date (“Tranche 1 Milestone Date”), the Emmersive Parties shall receive 100,000 restricted Cryptyde Shares (“Tranche One”) within 30 after the Tranche 1 Milestone Date. In the event that Cryptyde does not satisfy this milestone for any reason by the Tranche 1 Milestone Date, the Emmersive Parties shall have no rights to the additional Cryptyde Shares . Milestone 2 After the Effective Date, in the event Cryptyde generates a minimum of $26,500,000 in annualized Attributed Revenues in any three-calendar month period ending on or before September 30, 2023, from the Musician & Artist Platform, the Emmersive Parties shall receive an additional 100,000 restricted Cryptyde Shares (“Tranche Two”). In the event Milestone Two is achieved, then Milestone One shall also be deemed to have been achieved. In the event that Cryptyde does not satisfy Milestone Two for any reason by September 30, 2023, the Emmersive Parties shall have no rights to Tranche Two . Milestone 3 After the Effective Date in the event that Cryptyde generates a minimum of $60,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before September 30, 2024, from the Musician & Artist Platform, Emmersive Parties shall receive an additional 100,000 restricted Cryptyde Shares (“Tranche Three”). In the event Milestone Three is achieved, then Milestones One and Two shall also be deemed to have been achieved. In the event that Cryptyde does not satisfy Milestone Three for any reason by September 30, 2024, time being of the essence, the Emmersive Parties shall have no rights to Tranche Three. In the event that Cryptyde satisfies Milestone Three in the time prescribed they shall have the right to receive an additional 100,000 restricted shares of Cryptyde Shares (“Bonus Tranche”). In the event that Cryptyde does not satisfy Milestone Three for any reason, the Emmersive Parties shall have no rights to the Bonus Tranche . Divestitures CBAV1, LLC Divestiture On March 12, 2021, the bankruptcy court approved the sale of CBAV1, LLC’ assets used for its business of selling children’s products to BTL Diffusion SARL, the winning bidder, at the auction held on March 10, 2021 and March 11, 2021 for a total sum of $ 3,000,000 , which includes a cash payment at closing in the amount of $ 2,650,000 , less certain closing costs and credits, and additional royalty payments in the amount of $ 150,000 on April 15, 2022 and in the amount of $ 200,000 on April 15, 2023 (“ CBAV1-BTL Transaction A first closing of the CBAV1-BTL Transaction occurred on April 16, 2021, with the transfer of assets and release of funds completed on April 21, 2021. Contemporaneously with the closing on April 21, 2021, a certain license agreement between CBAV1 and Edison Nation, LLC terminated and any remaining operational assets of Edison Nation were transferred to BTL. The table below shows the assets that the Company transferred to BTL and the components of the loss on discontinued operations: Schedule of Loss on Income Operations of Discontinued Operations April 21, 2021 Cash received from buyer 2,529,565 Accounts receivable (293,005 ) Inventory (665,522 ) Prepaid expenses (160,666 ) Intangible assets (5,540,952 ) Loss on divestiture 4,130,580 Operating loss of discontinued operations 178,200 Bankruptcy costs 803,320 Loss on discontinued operations 5,112,100 Expected Spin-Off of Cryptyde, Inc. On November 8, 2021, our subsidiary Cryptyde initially filed, and on January 25, 2022, March 18, 2022 and May 13, 2022 amended, a Form 10 registration statement with the SEC (the “Form 10”) in connection with our planned spin-off of Cryptyde, subject to certain conditions as described in the registration statement, including the effectiveness of the registration statement, receipt of an opinion of counsel to the effect that, among other things, the spin-off and related transactions should qualify as tax-free for United States federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code, and Nasdaq having approved the listing of Cryptyde’s common stock. Cryptyde holds our packaging, Bitcoin mining services, and Web3 (decentralized internet) products businesses. On May 16, 2022, the Form 10 was declared effective. The record date for the spin-off is May 18, 2022 and the distribution date is scheduled for May 27, 2022. Upon completion of the spin-off, Cryptyde would become an independent, publicly traded company. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note 4 — Variable Interest Entities The Company is involved in the formation of various entities considered to be Variable Interest Entities (“VIEs”). The Company evaluates the consolidation of these entities as required pursuant to ASC Topic 810 relating to the consolidation of VIEs. The Company’s determination of whether it is the primary beneficiary of VIE is based in part on an assessment of whether or not the Company and its related parties are exposed to the majority of the risks and rewards of the entity. Typically, the Company is entitled to substantially all or a portion of the economics of these VIEs. The Company is the primary beneficiary of the VIE entities. The assets of the VIEs can be used to settle obligations of the consolidated entities. Conversely, liabilities recognized as a result of consolidating these VIEs do not represent additional claims on the Company’s general assets. The following table presents the carrying values of the assets and liabilities of entities that are VIEs and consolidated by the Company as of March 31, 2022 and December 31, 2021: Carrying Values of Assets and Liabilities of Variable Interest Entities March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 6,183,563 $ 1,856,017 Prepaid expenses and other current assets 1,824,684 2,388,893 Other Investments 109,765,000 - Due from Related Party 11,400,584 15,997,803 Loan Interest Receivable 366,355 - Total current assets 129,540,186 20,242,713 Loan Held-for-Investment 3,100,000 3,100,000 Loan Held-for-Investment, related parties 18,000,000 11,500,000 Property and Equipment, net 189,028 147,519 Intangible assets, net 27,047,962 28,150,048 Goodwill 116,188,021 116,188,021 Cost Method Investments 1,500,000 1,000,000 Total assets $ 295,565,197 $ 180,328,301 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 575,420 $ 686,674 Accrued expenses and other current liabilities 1,597,397 1,672,492 Total current liabilities 2,172,817 2,359,166 Intercompany 44,681,303 - Notes Payable 4,563,879 2,650,000 Total liabilities $ 58,091,392 $ 5,324,832 The following table presents the operations of entities that are VIEs and consolidated by the Company as of March 31, 2022 and 2021: For the Three Months Ended March 31, 2022 2021 Revenues, net $ - $ 214,394 Cost of revenues - 84,155 Gross profit - 130,239 Operating expenses: Selling, general and administrative 10,971,969 100,421 Operating (loss) income (10,971,969 ) 29,818 Other (expense) income: Interest expense (2,212 ) 26,250 Other income 88,569 Total other (expense) income (86,357 ) 56,068 Loss before income taxes (10,885,612 ) 56,068 Income tax expense - - Net loss $ (10,885,612 ) $ 56,068 As of March 31, 2022, the Company had no unconsolidated VIEs. The Company has consolidated both ZVV and Lomotif, for which the Company has determined it holds a variable interest. ZVV Media Partners, LLC and Lomotif Private Limited On January 19, 2021, Vinco Ventures, ZASH and ZVV entered into a Contribution Agreement pursuant to which each of Vinco Ventures and Zash contributed to ZVV certain media and entertainment assets in order for ZVV to engage in the development and production of consumer facing content and related activities. On or around February 23, 2021, ZASH entered into a Securities Purchase Agreement (the “Lomotif SPA”) with Lomotif and certain shareholders of Lomotif (the “Lomotif Selling Shareholders”) to acquire a controlling interest in Lomotif. On July 19, 2021, ZASH, Lomotif, the Lomotif Selling Shareholders and ZVV entered into a Deed of Variation and Supplement whereby, among other things, ZASH novated all of its rights and obligations under the Lomotif SPA to ZVV and ZVV assumed all of ZASH’s rights and obligations under the Lomotif SPA. On July 22, 2021, ZASH and Vinco Ventures entered into a Second Amended and Restated Limited Liability Company Agreement of ZVV, pursuant to which (i) ZASH and Vinco Ventures each acquired a 50% voting membership interest in ZVV; and (ii) ZASH acquired a 75% economic interest in ZVV after return of unreturned capital contributions and Vinco Ventures acquired a 25% economic interest in ZVV after return of unreturned capital contributions . On July 25, 2021, ZVV completed the acquisition of an 80 109,765,000 |
Short-Term Investments
Short-Term Investments | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Short-Term Investments | Note 5 — Short-Term Investments As of March 31, 2022 and December 31, 2021, short-term investments consisted of the following: Schedule of Short-Term Investments March 31, 2022 December 31, 2021 Jupiter Wellness, Inc. (JUPW) $ 1,040,000 $ 1,040,000 Unrealized losses (820,000 ) (862,000 ) Total short-term investments $ 220,000 $ 178,000 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Note 6 — Property and Equipment, net As of March 31, 2022 and December 31, 2021, property and equipment consisted of the following: Schedule of Property and Equipment March 31, 2022 December 31, 2021 Buildings – rental property $ - $ - Building improvements 800,746 800,746 Equipment and machinery 4,821,194 4,779,685 Furniture and fixtures 473,459 388,637 Computer software 501,340 147,792 Molds 79,300 79,300 Vehicles 533,867 533,867 Leasehold Improvements 415,864 - Property, plant and equipment, gross 7,625,770 6,730,027 Less: accumulated depreciation (5,840,544 ) (5,353,276 ) Total property and equipment, net $ 1,785,226 $ 1,376,751 Depreciation expense for the three months ended March 31, 2022 and 2021 was $ 74,139 32,812 |
Loans held for investment
Loans held for investment | 3 Months Ended |
Mar. 31, 2022 | |
Loans Held For Investment | |
Loans held for investment | Note 7 —— Loans held for investment As of March 31, 2022 and December 31, 2021, loans held-for-investment consisted of the following: Summary of Loans Held for Investment March 31, 2022 December 31, 2021 Loans held-for-investment: PZAJ Holdings, LLC (i) $ 4,600,000 $ 3,950,000 Carlin Haynes, LLC (ii) $ 750,000 $ 250,000 Total loans held-for-investment $ 5,350,000 $ 4,200,000 (i) PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $ 4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif. (i) PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $ 4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif. The interest rate on the notes is 2 % per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project. As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $5,590,000 was converted into a capital contribution of Vinco into PZAJ and Vinco was admitted into PZAJ as a member owning a 51% membership interest. The interest rate on the notes is 2 % per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project. As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $ 5,590,000 51 (ii) On August 5, 2021, the Company loaned $ 250,000 to Carlin Haynes, LLC, dba TMX. The interest rate on the note is 6 % per annum. The maturity date of the loan is August 5, 2023 . The purpose of the loan is to engage in the creation and distribution of digital media content. In the event that Carlin Haynes, LLC issues and sells units of preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to Carlin Haynes, LLC of at least $ 1,000,000 , excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the note issued to the Company (the “TMX Note”), in accordance with their respective terms and the TMX Note has not been paid in full, then the outstanding principal balance of the TMX Note and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of limited liability company membership units/interests of Carlin Haynes LLC equal to the outstanding principal balance of the TMX Note and all accrued and unpaid interest due on the TMX Note on the date of conversion, divided by 80% of the price per unit paid by the investors to purchase the new securities in the qualified financing. As of March 31, 2022 and December 31, 2021, loans held-for-investment – related parties consisted of the following: Summary of Related Parties Loans Held for Investment March 31, 2022 December 31, 2021 Loans held-for-investment – related parties: Zash Global Media and Entertainment Corporation (iii) 15,000,000 15,000,000 Magnifi U (iv) 1,500,000 1,500,000 Wattum Management (v) 4,000,000 4,000,000 Total loans held-for-investment – related parties $ 20,500,000 $ 20,500,000 (iii) ZASH Global Media and Entertainment Corporation is a media and entertainment company involved in the development of consumer facing content. As of March 31, 2022, the Company has loaned $ 15,000,000 to ZASH under multiple financings. The interest rate on the notes is 6 % per annum. The loans are due in 2023 . The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. In the event that ZASH issues and sells preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to ZASH of at least $ 1,000,000 , excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the notes issued to the Company (the “ZASH Notes”), in accordance with their respective terms and the ZASH Notes have not been paid in full, then the outstanding principal balance of the ZASH Notes and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of preferred equity securities of ZASH equal to the outstanding principal balance of the ZASH Notes and all accrued and unpaid interest due on the ZASH Notes on the date of conversion, divided by 80% of the price per share paid by the investors to purchase the new securities in the qualified financing. (iv) On October 12, 2021, the Company loaned $ 1,500,000 3 (v) On October 14, 2021, the Company loaned $ 4,000,000 5% October 12, 2026 |
Cost-method investments
Cost-method investments | 3 Months Ended |
Mar. 31, 2022 | |
Cost-method Investments | |
Cost-method investments | Note 8 — Cost-method investments As of March 31, 2022 and December 31, 2021, cost method investments consisted of the following: Schedule of Cost Method Investments March 31, December 31, 2022 2021 Hyperreal Digital, Inc. $ 1,000,000 $ 1,000,000 Total cost-method investments $ 1,000,000 $ 1,000,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Of Financial Instruments | |
Fair Value of Financial Instruments | Note 9 — Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable and accounts payable, approximate fair values due to the short-term nature of these instruments. The carrying amount of the Company’s notes payable approximates fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. The following fair value of financial assets and liabilities and the input level used to determine the fair value as of March 31, 2022 and December 31, 2021 is presented below: Schedule of Fair Value of Financial Assets and Liabilities Fair Value Measurements as of March 31, 2022 Level 1 Level 2 Level 3 Assets: Short-term investments $ 210,000 $ - $ - Liabilities: Warrant liability - - 429,023,674 Total 210,000 - 429,023,674 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 178,000 $ - $ - Liabilities: Warrant liability - - 198,566,170 Total 178,000 - 198,566,170 The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022 and 2021, respectively: Schedule of Reconciliation of Liabilities Measured at Fair Value Warrant Liability Balance, January 1, 2022 $ 198,566,170 Issuance of warrants 243,681,478 Change in fair value of warrants 86,948,858 Exercise of warrants (100,029,444 ) Balance, March 31, 2022 $ 429,167,462 Warrant Liability Balance, January 1, 2021 $ - Issuance of warrants 77,083,044 Change in fair value of warrants (18,627,843 ) Exercise of warrants (219,636 ) Balance, March 31, 2021 $ 58,235,565 |
Intangible assets, net
Intangible assets, net | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 10 — Intangible assets, net As of March 31, 2022, intangible assets consisted of the following: Schedule of Intangible Assets Remaining Estimated Average Gross Accumulated Net Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 11.4 $ 670,000 $ 160,056 $ 509,944 Developed technology 7 10 6.8 37,251,987 4,707,579 32,544,408 Membership network 7 3.4 1,740,000 890,714 849,286 Digital media platform 7 5.6 1,552,500 304,955 1,247,545 Influencer network 5 4.8 2,756,000 137,800 2,618,200 Total finite lived intangible assets $ 43,970,487 $ 6,201,104 $ 37,769,383 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 1,240,000 $ - $ 1,240,000 Total indefinite lived intangible assets $ 1,240,000 $ - $ 1,240,000 Total intangible assets $ 45,210,487 $ 6,201,104 $ 39,009,383 As of December 31, 2021, intangible assets consisted of the following: Remaining Weighted Estimated Average Gross Accumulated Net Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 11.7 $ 670,000 $ 148,889 $ 521,111 Developed technology 7 10 7.0 37,251,987 3,458,065 33,793,922 Membership network 7 3.7 1,740,000 828,571 911,429 Digital media platform 7 5.9 1,552,500 249,509 1,302,991 Influencer network 5 5.0 2,756,000 - 2,756,000 Total finite lived intangible assets $ 43,970,487 $ 4,685,034 $ 39,285,453 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 1,240,000 $ - $ 1,240,000 Total indefinite lived intangible assets $ 1,240,000 $ - $ 1,240,000 Total intangible assets $ 45,210,487 $ 4,685,034 $ 40,525,453 Amortization expense for the three months ended March 31, 2022 and 2021 was $ 1,516,070 412,730 The estimated future amortization of intangibles subject to amortization as of March 31, 2022 was as follows: Schedule of Intangible Assets Future Amortization Expenses For the Years Ended December 31, Amount 2022 (excludes amortization through March 31, 2022) $ 4,548,210 2023 6,064,280 2024 6,064,280 2025 5,852,851 2026 5,429,994 Thereafter 9,809,769 Total $ 37,769,383 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 11 — Debt As of March, 31, 2022 and December 31, 2021, debt consisted of the following: Schedule of Long-term Debt March 31, 2022 December 31, 2021 - 27,644 Notes payable – related parties 235,107 235,107 Convertible notes payable 112,990,000 113,000,000 Convertible notes payable of Lomotif Private Limited - 150,000 Convertible notes payable of Lomotif Private Limited – related parties 2,500,000 2,500,000 Long term debt, gross Debt issuance costs (48,834,475 ) (68,925,172 ) Total debt 66,890,632 46,987,579 Convertible Notes Payable – Related Parties ZASH – February and March 2021 On February 23, 2021, Lomotif Private Limited obtained a loan in the amount of $ 1,500,000 February 22, 2028 and an annual interest rate of 2 % . Under the terms of the agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited. On March 30, 2021, Lomotif Private Limited obtained a loan in the amount of $ 1,000,000 March 28, 2028 and an annual interest rate of 2 %. Under the terms of the loan agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited. Convertible Notes Payable Hudson Bay Financing – July 2021 On July 22, 2021 Vinco Ventures consummated a private placement offering (the “July 2021 Offering”) whereby pursuant to the Securities Purchase Agreement (the “July 2021 Purchase Agreement”) entered into by the Company on July 22, 2021 with Hudson Bay Master Fund Ltd as investor the Company issued a Senior Secured Convertible Note in the amount of $ 120,000,000 for the purchase price of $ 100,000,000 (the “July 2021 Note”) and five ( 5 ) year warrants (the “July 2021 Warrant”) to purchase shares of the common stock of the Company (“Common Stock”). The Company placed $ 100,000,000 of cash into a restricted bank account under a deposit account control agreement as collateral for the July 2021 Note. The Company recorded a deferred discount of $ 120,000,000 which consisted of the $ 20,000,000 original issue discount, $ 9,300,000 of fees paid to placement agents and lawyers, and $ 90,700,000 related to the issuance of warrants. The July 2021 Note carries no interest unless and until an event of default shall occur and the July 2021 Note matures on July 22, 2022 . The July 2021 Note contains a voluntary conversion mechanism whereby the noteholder may convert at any time after the Initial Convertibility Date (as defined in the July 2021 Note), in whole or in part, the outstanding principal and interest under the July 2021 Note into shares of Common Stock of the Company at a conversion price of $ 4.00 per share. The July 2021 Note is guaranteed by the Company’s subsidiaries and certain other guarantors and is a senior secured obligation of the Company and its subsidiaries. The July 2021 Note contains customary events of default. If an event of default occurs, interest under the July 2021 Note will accrue at a rate of eighteen percent ( 18 %) per annum and the outstanding principal amount of the July 2021 Note, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the July 2021 Note will become, at the noteholder’s election, immediately due and payable in cash. Upon completion of a Change of Control (as defined in the July 2021 Note), the July 2021 Note holder may require the Company to purchase any outstanding portion of the July 2021 Note in cash at a price in accordance with the terms of the July 2021 Note. Palladium Capital Group, LLC. acted as placement agent for the July 2021 Offering. The placement agent received $ 9,000,000 1,000,000 8,000,000 4,000,000 4,000,000 Pursuant to the July 2021 Purchase Agreement, the investor received the July 2021 Warrant. The July 2021 Warrant contained an exercise price of $ 2.655 per share, subject to adjustments as provided under the terms of the July 2021 Warrant. In connection with the closing of the July 2021 Offering, the July 2021 Warrant was issued for an aggregate of 32,697,548 shares of Common Stock. The conversion features on the July 2021 Note and the July 2021 Warrant were approved by the Company’s stockholders on October 14, 2021. On November 9, 2021 the investor converted $ 7,000,000 of principal under the July 2021 Note in exchange for 1,750,000 shares of Common Stock. On March 9, 2022, the Company, Cryptyde and the noteholder of the July 2021 Note entered into an Amendment Agreement (the “Amendment Agreement”) whereby the parties agreed to, among other things: (i) amend certain provisions of the July 2021 Note to (a) convert $ 10,000 0.01 100,000,000 80,000,000 33,000,000 1,000,000 2.18 On April 29, 2022, the Company, Cryptyde and the Holder entered into a Second Amendment Agreement (the “Second Amendment Agreement”) whereby the parties agreed to amend the First Amendment Agreement to replace the date of “April 30, 2022” in Section 7(m) of the First Amendment Agreement to “May 6, 2022.” On May 6, 2022, the Company and the Holder entered into a Third Amendment Agreement (the “Third Amendment Agreement”) whereby the parties agreed to amend the Second Amendment Agreement to replace the date of “May 6, 2022” in Section 7(m) of the Second Amendment Agreement to “May 11, 2022.” The scheduled maturities of the debt for the next five years as of March 31, 2022, are as follows: Schedule of Maturities of Long-term Debt For the Years Ended December 31, Amount 2022 33,112,835 2023 86,612,272 2024 - 2025 - 2026 - Long-term Debt, Gross 115,725,107 Less: debt discount (48,834,475 ) Long-term Debt $ 66,890,632 |
Warrant Liability
Warrant Liability | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Liability | |
Warrant Liability | Note 12 — Warrant Liability For the three months ended March 31, 2022, the Company issued warrants to purchase shares of the Company’s common stock related to the Warrant Exercise Agreement dated December 20, 2021, with a warrant holder, in which the Company agreed to issue 2.25 warrants with an exercise price of $ 3.265 to the warrant holder for every warrant the warrant holder exercised from the period commencing December 20, 2021 and ending on February 28, 2022. In conjunction with this agreement, the warrant holder exercised 36,894,569 warrants in the first three months of 2022 which generated $ 111,029,493 in gross proceeds to the Company during the three months ended March 31, 2022. In conjunction with the agreement, the Company issued 83,012,781 warrants to the holder and 6,641,022 to the placement agent for the agreement. The warrants have an exercise price of $ 3.265 , a five year term, and provide registration rights to the holder along with other terms that cause the warrants to be accounted for as a liability. The initial fair value of the warrants issued during the three months ended March 31, 2022 was $ 243,681,478 . The Company’s outstanding warrants set forth below were valued using the Monte-Carlo simulation pricing model to calculate the March 31, 2022 fair value of the warrants with the following assumptions: Schedule of Warrant Assumptions Dividend Yield Expected Risk-free Expected Life Hudson Bay Warrant; June 4, 2021 0.00 % 128.50 % 2.43 % 3.2 Hudson Bay Series A Warrant; September 1, 2021 0.00 % 128.50 % 2.43 % 3.0 Palladium Capital Group Series A Warrant; September 1, 2021 0.00 % 128.50 % 2.43 % 3.0 Hudson Bay Warrant; November 10, 2021 0.00 % 128.50 % 2.43 % 3.9 Palladium Capital Warrant; November 10, 2021 0.00 % 128.50 % 2.43 % 3.9 Hudson Bay Warrant; December 20, 2021 0.00 % 128.50 % 2.43 % 3.9 Palladium Capital Warrant; December 20, 2021 0.00 % 128.50 % 2.43 % 3.9 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 — Related Party Transactions ZASH Global Media and Entertainment Corporation As of March 31, 2022, Lomotif owed ZASH $ 2,500,000 in original principal amount under two promissory notes. In addition, ZASH owed the Company $ 15,000,000 in original principal amount under six promissory notes. Our Chairman, Roderick Vanderbilt, co-founded ZASH and previously served as the President of ZASH, and has a pre-existing personal and business relationship with the current controlling shareholder of ZASH and ZVV manager, Theodore Farnsworth. On October 1, 2021, ZASH, ZVV, and AdRizer entered into a letter of intent (as amended, the “LOI”), which contemplated the acquisition by ZASH or ZVV of all of the outstanding equity interests of AdRizer. On February 11, 2022, the Company, ZASH and ZVV entered into an Assignment and Assumption Agreement whereby ZASH and ZVV assigned to the Company, and the Company assumed, all of the rights and obligations of ZASH and ZVV under the LOI, in consideration of a cash payment by the Company to ZASH of $ 6.75 million upon the closing of the acquisition, which occurred on February 11, 2022 (See Note 3- Acquisitions and Divestitures) Magnifi U, Inc. On October 12, 2021, ZVV entered into a promissory note (the “Magnifi U Note”) with Magnifi U, Inc. (“Magnifi U”), pursuant to which ZVV loaned Magnifi U $ 1,500,000 3 October 12, 2023 15 5,000,000 Wattum Management Inc. On October 12, 2021, Cryptyde entered into a promissory note (the “Wattum Note”) with Wattum Management, Inc. (“Wattum”), pursuant to which Cryptyde loaned Wattum $ 4,000,000 . The Wattum Note bears interest at 5 % annually. Wattum is a 49 % owner of CW Machines. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14— Commitments and Contingencies Operating Leases The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through 2024. In addition to minimum rent, certain of the leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the consolidated balance sheets. Total rent expense for the three months ended March 31, 2022 and 2021 was $ 187,500 26,553 135,944 133,310 Legal Contingencies The Company is involved in claims and litigation in the ordinary course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. For certain pending matters, accruals have not been established because such matters have not progressed sufficiently through discovery, and/or development of important factual information and legal information is insufficient to enable the Company to estimate a range of possible loss, if any. An adverse determination in one or more of these pending matters could have an adverse effect on the Company’s consolidated financial position, results of operations or cash flows. We are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the ordinary course of business. Gerald Whitt, et al. v. Vinco Ventures, CBAV1, LLC, et al. On October 27, 2020, Gerald Whitt, et al, the minority shareholders of Cloud b Inc. (“Whitt Plaintiffs”) filed a civil complaint in the Superior Court of the State of California against Vinco Ventures, Inc., CBAV1, LLC and other parties, alleging fraudulent concealment, breach of fiduciary duty, breach of contract, breach of confidence, intentional misrepresentation, negligent misrepresentation, unfair business practices and civil conspiracy (the “ Whitt Complaint Vinco Ventures, Inc., et al. v. Milam Knecht & Warner, LLP, Michael D. Milam, Gerald Whitt, Alexander Whitt, et al. On December 31, 2020, Vinco Ventures, Inc., and other parties, filed a complaint against the Whitt Plaintiffs, and other parties, with the United States District Court for Eastern District of Pennsylvania, alleging intentional misrepresentation, negligent misrepresentation, negligence, conspiracy, unfair business practices, abuse of process, civil extortion, trade libel and defamation. All claims were dismissed and/or settled except for two (2) claims (unfair business practices and defamation) against Gerald Whitt. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 15 — Stockholders’ Equity Common Stock The Company is authorized to issue 250,000,000 188,052,593 150,118,024 During the three months ended March 31, 2022, warrant shares of 36,894,569 111,029,493 Preferred Stock The Company does not currently have any shares of preferred stock authorized for issuance Stock-Based Compensation On September 4, 2021, the Company’s board of directors approved the Vinco Ventures, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the issuance of up to 9,000,000 ( 3,267,040 remaining as of March 31, 2022) shares of Common Stock to help align the interests of management and our stockholders and reward our executive officers for improved Company performance. Stock incentive awards under the 2021 Plan can be in the form of stock options, restricted stock units, performance awards and restricted stock that are made to employees, directors and service providers. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. The exercise price of stock options is equal to the fair market value of the underlying Common Stock on the date of grant. The following table summarizes stock option awards outstanding as of March 31, 2022: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Average Exercise Price Remaining Contractual Life in Years Aggregate Intrinsic Balance, December 31, 2021 80,000 $ 7.01 1.7 - Granted - - - - Balance, March 31, 2022 80,000 $ 7.01 1.4 - Exercisable, March 31, 2022 80,000 $ 7.01 1.4 - As of March 31, 2022, there were no unvested options to purchase shares of the Common Stock and there was no unrecognized equity-based compensation expense that the Company expected to recognize over a remaining weighted-average period. Net Earnings or Loss per Share Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of March 31, 2022 and 2021, 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. Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share As of March 31, 2022 March 31, 2021 Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT Platform, LLC 4,000,000 - Options 80,000 80,000 Convertible shares under notes payable 28,271,954 2,647,587 Series B Convertible Stock - 764,618 Warrants 160,701,887 37,102,534 Shares to be issued - 1,608,355 Total 193,053,841 42,203,094 |
Customer Concentrations
Customer Concentrations | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Customer Concentrations | Note 16 — Customer Concentrations For the three months ended March 31, 2022 and 2021 the following customers that represented more than 10% of total net revenues: Schedule of Revenue from Customers For the three months ended 2022 2021 Customer: Customer A * 14 % Customer B 11 % * * Did not represent more than 10% For the three months ended March 31, 2022 and 2021, the following geographical regions represented more than 10% of total net revenues: Schedule of Revenue by Geographical Areas For the three Months ended 2022 2021 Region: North America 100 % 76 % Asia-Pacific 0 % 9 % Europe 0 % 15 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 — Subsequent Events Exchange Agreement On May 12, the Company entered into an agreement with the holder of the Company’s warrants for the purchase of the Company’s common stock for $ 4.527 3.2653 0.77 0.81 th 250,000,000 750,000,000 Furthermore, pursuant to the exchange agreement, on or prior to the second business day following the Shareholder Approval Date, the Company shall deliver to the holder an additional number of shares of Common Stock equal to 7% of the sum of each of the November 2021 Warrants and December 2021 Warrants exchanged by the holder during this period. In addition, the exchange agreement allows the holder for up to 60 days after the Shareholder Approval Date for (i) each November 2021 Warrant may be exchanged for 42% of a November 2021 Exchanged Warrant Share, and (ii) each December 2021 Warrants may from time to time be exchanged for 42% of a December 2021 Exchanged Warrant Share. Pursuant to Section 7(n) of the Exchange Agreement, until October 9, 2022, the holder agreed to grant, free of charge, to the Company any reasonable and necessary waivers and extensions solely in connection with the Company’s obligations (i) to file an Initial Registration Statement pursuant to that certain Registration Rights Agreements between the Company and the holder dated as of November 11, 2021, as amended (the “November 2021 RRA”), and that certain Registration Rights Agreements between the Company and the holder dated as of December 20, 2021, as amended (the “December 2021 RRA” ), and (ii) to file a definitive proxy statement to approve the transactions contemplated by the November WEA and December WEA; provided however On May 19, the holder exchanged 500,000 385,000 18,090,123 14,653,000 Warrant Exercise Agreements On May 12, 2022, the Company entered into warrant exercise agreement with two holders of the Company’s warrants for the purchase of the Company’s common stock for $ 9.00 0.50 15,000,000 7,500,000 The May WEA and the Exchange Agreement also require the participating holders to continue to hold shares for a certain period of time as set forth in the May WEA and the Exchange Agreement. Shareholder Proposals for Increase of Authorized Common and Preferred Shares On May 13, 2022, the Company filed a preliminary proxy statement for a Special Meeting of Stockholders to seek approval of proposals to increase the number of authorized shares of common stock under the Company’s Amended and Restated Articles of Incorporation from 250,000,000 750,000,000 0 30,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Vinco Ventures, Inc. and its wholly-owned subsidiaries, majority owned subsidiaries and consolidated variable interest entities. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates Preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Significant Accounting Policies | Significant Accounting Policies Significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no changes in such policies or the application of such policies during the three months ended March 31, 2022 except as follows with regard to revenue recognition in connection with AdRizer: |
Revenue Recognition | Revenue Recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgment to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Product The Company’s product revenues are recognized when control of the goods are transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the revenue standards, revenue recognition from the sale of finished goods to customers, which represents the majority of the Company’s revenues, was not impacted by the adoption of the new revenue standards Digital media advertising and licensing The Company’s digital media advertising revenues are generated primarily from the posting of original digital content through third-party online platforms which are then delivered to users of the online platform across the customer’s digital advertising platform and becomes monetizable to the Company, which the Company concludes is its performance obligation. The Company recognizes revenue when control of the services are transferred to customers and the transaction price is determined by the third-party online platform. Revenue from the digital media platform is primarily recognized based on impressions delivered to customers. An “impression” is delivered when an advertisement appears on pages viewed by users. Licensing revenues are derived from the sale of a licensee’s products that incorporates the Company’s intellectual property. Royalty revenues are recognized during the quarter in which the Company receives a report from the licensee detailing the shipment of products that incorporate the Company’s intellectual property, which receipt is in the quarter following the licensee’s sale of such products to its customers. Royalties are calculated as a percentage of the revenues received by the Company’s licensees on sales of products incorporating the Company’s intellectual property. For AdRizer, FASB ASC 606 requires an entity to determine whether it is a principal (recognizes revenue at the gross amount) or an agent (recognizes revenue at the net amount) for each promised good or service. Based on the FASB guidance, the Company has determined that AdRizer is the principal for each promised good or service, thus, revenue is recognized at the gross amount of the transactions. Revenue from traffic sales and traffic management services are generally recognized at the end of each month when the performance obligation is satisfied. |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Business combination Acquired Assets and Liabilities Purchase Price | Summary of Business combination Acquired Assets and Liabilities Purchase Price AdRizer Cash paid $ 37,936,323 Fair value of deferred acquisition price 23,250,000 Purchase consideration $ 61,186,323 AdRizer Cash and cash equivalents $ 3,085,747 Accounts receivable 5,564,539 Other current assets 822,311 Property and equipment 191,654 Intangible assets, including goodwill 58,864,751 Total assets acquired 68,529,002 Accounts payable and accrued expenses 7,342,678 Total liabilities assumed 7,342,678 $ 61,186,323 |
Schedule of Business Combination Revenue and Earnings | The activity of AdRizer is included in the Company’s consolidated financial statements from the acquisition date to March 31, 2022. The amounts of revenue and earnings of AdRizer from the acquisition date of February 11, 2022 to March 31, 2022 are as follows: Schedule of Business Combination Revenue and Earnings Revenue $ 7,653,085 Net income 147,618 For the Three Months Ended March 31, 2022 2021 (Unaudited) (Unaudited) Revenues, net 14,732,998 11,767,354 Net loss attributable to Vinco Ventures, Inc. (372,965,693 ) (62,374,954 ) |
Summary of the Aggregate Purchase Price Consideration Paid | The following table summarizes the aggregate purchase price consideration paid for the acquisition of the asset: Summary of the Aggregate Purchase Price Consideration Paid April 17, 2021 Fair value of shares reserved for future issuance and earn out shares $ 7,400,000 Fair value of assumed notes payable 151,987 Total 7,551,987 |
Schedule of Loss on Income Operations of Discontinued Operations | The table below shows the assets that the Company transferred to BTL and the components of the loss on discontinued operations: Schedule of Loss on Income Operations of Discontinued Operations April 21, 2021 Cash received from buyer 2,529,565 Accounts receivable (293,005 ) Inventory (665,522 ) Prepaid expenses (160,666 ) Intangible assets (5,540,952 ) Loss on divestiture 4,130,580 Operating loss of discontinued operations 178,200 Bankruptcy costs 803,320 Loss on discontinued operations 5,112,100 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Carrying Values of Assets and Liabilities of Variable Interest Entities | The following table presents the carrying values of the assets and liabilities of entities that are VIEs and consolidated by the Company as of March 31, 2022 and December 31, 2021: Carrying Values of Assets and Liabilities of Variable Interest Entities March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 6,183,563 $ 1,856,017 Prepaid expenses and other current assets 1,824,684 2,388,893 Other Investments 109,765,000 - Due from Related Party 11,400,584 15,997,803 Loan Interest Receivable 366,355 - Total current assets 129,540,186 20,242,713 Loan Held-for-Investment 3,100,000 3,100,000 Loan Held-for-Investment, related parties 18,000,000 11,500,000 Property and Equipment, net 189,028 147,519 Intangible assets, net 27,047,962 28,150,048 Goodwill 116,188,021 116,188,021 Cost Method Investments 1,500,000 1,000,000 Total assets $ 295,565,197 $ 180,328,301 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 575,420 $ 686,674 Accrued expenses and other current liabilities 1,597,397 1,672,492 Total current liabilities 2,172,817 2,359,166 Intercompany 44,681,303 - Notes Payable 4,563,879 2,650,000 Total liabilities $ 58,091,392 $ 5,324,832 The following table presents the operations of entities that are VIEs and consolidated by the Company as of March 31, 2022 and 2021: For the Three Months Ended March 31, 2022 2021 Revenues, net $ - $ 214,394 Cost of revenues - 84,155 Gross profit - 130,239 Operating expenses: Selling, general and administrative 10,971,969 100,421 Operating (loss) income (10,971,969 ) 29,818 Other (expense) income: Interest expense (2,212 ) 26,250 Other income 88,569 Total other (expense) income (86,357 ) 56,068 Loss before income taxes (10,885,612 ) 56,068 Income tax expense - - Net loss $ (10,885,612 ) $ 56,068 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Schedule of Short-Term Investments | As of March 31, 2022 and December 31, 2021, short-term investments consisted of the following: Schedule of Short-Term Investments March 31, 2022 December 31, 2021 Jupiter Wellness, Inc. (JUPW) $ 1,040,000 $ 1,040,000 Unrealized losses (820,000 ) (862,000 ) Total short-term investments $ 220,000 $ 178,000 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of March 31, 2022 and December 31, 2021, property and equipment consisted of the following: Schedule of Property and Equipment March 31, 2022 December 31, 2021 Buildings – rental property $ - $ - Building improvements 800,746 800,746 Equipment and machinery 4,821,194 4,779,685 Furniture and fixtures 473,459 388,637 Computer software 501,340 147,792 Molds 79,300 79,300 Vehicles 533,867 533,867 Leasehold Improvements 415,864 - Property, plant and equipment, gross 7,625,770 6,730,027 Less: accumulated depreciation (5,840,544 ) (5,353,276 ) Total property and equipment, net $ 1,785,226 $ 1,376,751 |
Loans held for investment (Tabl
Loans held for investment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Loans Held For Investment | |
Summary of Loans Held for Investment | As of March 31, 2022 and December 31, 2021, loans held-for-investment consisted of the following: Summary of Loans Held for Investment March 31, 2022 December 31, 2021 Loans held-for-investment: PZAJ Holdings, LLC (i) $ 4,600,000 $ 3,950,000 Carlin Haynes, LLC (ii) $ 750,000 $ 250,000 Total loans held-for-investment $ 5,350,000 $ 4,200,000 (i) PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $ 4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif. (i) PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $ 4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif. The interest rate on the notes is 2 % per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project. As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $5,590,000 was converted into a capital contribution of Vinco into PZAJ and Vinco was admitted into PZAJ as a member owning a 51% membership interest. The interest rate on the notes is 2 % per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project. As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $ 5,590,000 51 (ii) On August 5, 2021, the Company loaned $ 250,000 to Carlin Haynes, LLC, dba TMX. The interest rate on the note is 6 % per annum. The maturity date of the loan is August 5, 2023 . The purpose of the loan is to engage in the creation and distribution of digital media content. In the event that Carlin Haynes, LLC issues and sells units of preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to Carlin Haynes, LLC of at least $ 1,000,000 , excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the note issued to the Company (the “TMX Note”), in accordance with their respective terms and the TMX Note has not been paid in full, then the outstanding principal balance of the TMX Note and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of limited liability company membership units/interests of Carlin Haynes LLC equal to the outstanding principal balance of the TMX Note and all accrued and unpaid interest due on the TMX Note on the date of conversion, divided by 80% of the price per unit paid by the investors to purchase the new securities in the qualified financing. |
Summary of Related Parties Loans Held for Investment | As of March 31, 2022 and December 31, 2021, loans held-for-investment – related parties consisted of the following: Summary of Related Parties Loans Held for Investment March 31, 2022 December 31, 2021 Loans held-for-investment – related parties: Zash Global Media and Entertainment Corporation (iii) 15,000,000 15,000,000 Magnifi U (iv) 1,500,000 1,500,000 Wattum Management (v) 4,000,000 4,000,000 Total loans held-for-investment – related parties $ 20,500,000 $ 20,500,000 (iii) ZASH Global Media and Entertainment Corporation is a media and entertainment company involved in the development of consumer facing content. As of March 31, 2022, the Company has loaned $ 15,000,000 to ZASH under multiple financings. The interest rate on the notes is 6 % per annum. The loans are due in 2023 . The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. In the event that ZASH issues and sells preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to ZASH of at least $ 1,000,000 , excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the notes issued to the Company (the “ZASH Notes”), in accordance with their respective terms and the ZASH Notes have not been paid in full, then the outstanding principal balance of the ZASH Notes and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of preferred equity securities of ZASH equal to the outstanding principal balance of the ZASH Notes and all accrued and unpaid interest due on the ZASH Notes on the date of conversion, divided by 80% of the price per share paid by the investors to purchase the new securities in the qualified financing. (iv) On October 12, 2021, the Company loaned $ 1,500,000 3 (v) On October 14, 2021, the Company loaned $ 4,000,000 5% October 12, 2026 |
Cost-method investments (Tables
Cost-method investments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Cost-method Investments | |
Schedule of Cost Method Investments | As of March 31, 2022 and December 31, 2021, cost method investments consisted of the following: Schedule of Cost Method Investments March 31, December 31, 2022 2021 Hyperreal Digital, Inc. $ 1,000,000 $ 1,000,000 Total cost-method investments $ 1,000,000 $ 1,000,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Of Financial Instruments | |
Schedule of Fair Value of Financial Assets and Liabilities | The following fair value of financial assets and liabilities and the input level used to determine the fair value as of March 31, 2022 and December 31, 2021 is presented below: Schedule of Fair Value of Financial Assets and Liabilities Fair Value Measurements as of March 31, 2022 Level 1 Level 2 Level 3 Assets: Short-term investments $ 210,000 $ - $ - Liabilities: Warrant liability - - 429,023,674 Total 210,000 - 429,023,674 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Assets: Short-term investments $ 178,000 $ - $ - Liabilities: Warrant liability - - 198,566,170 Total 178,000 - 198,566,170 |
Schedule of Reconciliation of Liabilities Measured at Fair Value | The following table presents a reconciliation of the Company’s liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2022 and 2021, respectively: Schedule of Reconciliation of Liabilities Measured at Fair Value Warrant Liability Balance, January 1, 2022 $ 198,566,170 Issuance of warrants 243,681,478 Change in fair value of warrants 86,948,858 Exercise of warrants (100,029,444 ) Balance, March 31, 2022 $ 429,167,462 Warrant Liability Balance, January 1, 2021 $ - Issuance of warrants 77,083,044 Change in fair value of warrants (18,627,843 ) Exercise of warrants (219,636 ) Balance, March 31, 2021 $ 58,235,565 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of March 31, 2022, intangible assets consisted of the following: Schedule of Intangible Assets Remaining Estimated Average Gross Accumulated Net Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 11.4 $ 670,000 $ 160,056 $ 509,944 Developed technology 7 10 6.8 37,251,987 4,707,579 32,544,408 Membership network 7 3.4 1,740,000 890,714 849,286 Digital media platform 7 5.6 1,552,500 304,955 1,247,545 Influencer network 5 4.8 2,756,000 137,800 2,618,200 Total finite lived intangible assets $ 43,970,487 $ 6,201,104 $ 37,769,383 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 1,240,000 $ - $ 1,240,000 Total indefinite lived intangible assets $ 1,240,000 $ - $ 1,240,000 Total intangible assets $ 45,210,487 $ 6,201,104 $ 39,009,383 As of December 31, 2021, intangible assets consisted of the following: Remaining Weighted Estimated Average Gross Accumulated Net Life Life Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 11.7 $ 670,000 $ 148,889 $ 521,111 Developed technology 7 10 7.0 37,251,987 3,458,065 33,793,922 Membership network 7 3.7 1,740,000 828,571 911,429 Digital media platform 7 5.9 1,552,500 249,509 1,302,991 Influencer network 5 5.0 2,756,000 - 2,756,000 Total finite lived intangible assets $ 43,970,487 $ 4,685,034 $ 39,285,453 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 1,240,000 $ - $ 1,240,000 Total indefinite lived intangible assets $ 1,240,000 $ - $ 1,240,000 Total intangible assets $ 45,210,487 $ 4,685,034 $ 40,525,453 |
Schedule of Intangible Assets Future Amortization Expenses | The estimated future amortization of intangibles subject to amortization as of March 31, 2022 was as follows: Schedule of Intangible Assets Future Amortization Expenses For the Years Ended December 31, Amount 2022 (excludes amortization through March 31, 2022) $ 4,548,210 2023 6,064,280 2024 6,064,280 2025 5,852,851 2026 5,429,994 Thereafter 9,809,769 Total $ 37,769,383 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | As of March, 31, 2022 and December 31, 2021, debt consisted of the following: Schedule of Long-term Debt March 31, 2022 December 31, 2021 - 27,644 Notes payable – related parties 235,107 235,107 Convertible notes payable 112,990,000 113,000,000 Convertible notes payable of Lomotif Private Limited - 150,000 Convertible notes payable of Lomotif Private Limited – related parties 2,500,000 2,500,000 Long term debt, gross Debt issuance costs (48,834,475 ) (68,925,172 ) Total debt 66,890,632 46,987,579 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of the debt for the next five years as of March 31, 2022, are as follows: Schedule of Maturities of Long-term Debt For the Years Ended December 31, Amount 2022 33,112,835 2023 86,612,272 2024 - 2025 - 2026 - Long-term Debt, Gross 115,725,107 Less: debt discount (48,834,475 ) Long-term Debt $ 66,890,632 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrant Liability | |
Schedule of Warrant Assumptions | The Company’s outstanding warrants set forth below were valued using the Monte-Carlo simulation pricing model to calculate the March 31, 2022 fair value of the warrants with the following assumptions: Schedule of Warrant Assumptions Dividend Yield Expected Risk-free Expected Life Hudson Bay Warrant; June 4, 2021 0.00 % 128.50 % 2.43 % 3.2 Hudson Bay Series A Warrant; September 1, 2021 0.00 % 128.50 % 2.43 % 3.0 Palladium Capital Group Series A Warrant; September 1, 2021 0.00 % 128.50 % 2.43 % 3.0 Hudson Bay Warrant; November 10, 2021 0.00 % 128.50 % 2.43 % 3.9 Palladium Capital Warrant; November 10, 2021 0.00 % 128.50 % 2.43 % 3.9 Hudson Bay Warrant; December 20, 2021 0.00 % 128.50 % 2.43 % 3.9 Palladium Capital Warrant; December 20, 2021 0.00 % 128.50 % 2.43 % 3.9 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option awards outstanding as of March 31, 2022: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Average Exercise Price Remaining Contractual Life in Years Aggregate Intrinsic Balance, December 31, 2021 80,000 $ 7.01 1.7 - Granted - - - - Balance, March 31, 2022 80,000 $ 7.01 1.4 - Exercisable, March 31, 2022 80,000 $ 7.01 1.4 - |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share As of March 31, 2022 March 31, 2021 Shares reserved in exchange for the cancellation of certain non-voting membership interest in EVNT Platform, LLC 4,000,000 - Options 80,000 80,000 Convertible shares under notes payable 28,271,954 2,647,587 Series B Convertible Stock - 764,618 Warrants 160,701,887 37,102,534 Shares to be issued - 1,608,355 Total 193,053,841 42,203,094 |
Customer Concentrations (Tables
Customer Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue from Customers | Schedule of Revenue from Customers For the three months ended 2022 2021 Customer: Customer A * 14 % Customer B 11 % * * Did not represent more than 10% |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Income (Loss) | $ 26,196,944 | $ 10,749,099 | ||
[custom:OperatingIncomelossFromNonCashActivities] | 354,687,000 | |||
[custom:RestructuringSeveranceTransactionCostsAndNonrecurringCosts] | 8,200,000 | |||
Assets, Current | 182,425,115 | $ 219,741,467 | ||
Liabilities, Current | 42,114,889 | 70,089,546 | ||
Working capital | 142,093,000 | |||
Assets | 500,678,709 | 405,142,729 | ||
Liabilities | 541,707,486 | 271,455,687 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 41,028,777 | $ 21,955,435 | $ (133,687,042) | $ (13,522,701) |
Warrant [Member] | ||||
Liabilities | 429,167,000 | |||
Operating Expense [Member] | ||||
Operating Income (Loss) | $ 378,400,000 | |||
ZVV Media Partners LLC [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | |||
[custom:UnreturnCapitalContributionsInterestPercentage-0] | 25.00% | |||
Best Party Concepts, LLC. [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | |||
Global Clean Solutions [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 75.00% | |||
Lomotif Private Limited [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | |||
Lomotif Inc [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
CW Machines, LLC [Member] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.00% |
Summary of Business combination
Summary of Business combination Acquired Assets and Liabilities Purchase Price (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Purchase consideration | $ 8,216,000 | |
Intangible assets, including goodwill | 180,419,932 | $ 121,580,144 |
Business Combination, Consideration Transferred | 8,216,000 | |
Ad Rizer LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid | 37,936,323 | |
Fair value of deferred acquisition price | 23,250,000 | |
Purchase consideration | 61,186,323 | |
Cash and cash equivalents | 3,085,747 | |
Accounts receivable | 5,564,539 | |
Other current assets | 822,311 | |
Property and equipment | 191,654 | |
Intangible assets, including goodwill | 58,864,751 | |
Total assets acquired | 68,529,002 | |
Accounts payable and accrued expenses | 7,342,678 | |
Total liabilities assumed | 7,342,678 | |
Business Combination, Consideration Transferred | $ 61,186,323 |
Schedule of Business Combinatio
Schedule of Business Combination Revenue and Earnings (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 11,534,819 | $ 2,565,162 |
Net income | (372,947,957) | (62,469,554) |
AdRizer [Member] | ||
Business Acquisition [Line Items] | ||
Revenue | 7,653,085 | |
Net income | 147,618 | |
Ad Rizer LLC [Member] | ||
Business Acquisition [Line Items] | ||
Revenues, net | 14,732,998 | 11,767,354 |
Net loss attributable to Vinco Ventures, Inc. | $ (372,965,693) | $ (62,374,954) |
Summary of the Aggregate Purcha
Summary of the Aggregate Purchase Price Consideration Paid (Details) | Apr. 17, 2021USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Fair value of shares reserved for future issuance and earn out shares | $ 7,400,000 |
Fair value of assumed notes payable | 151,987 |
Total | $ 7,551,987 |
Schedule of Loss on Income Oper
Schedule of Loss on Income Operations of Discontinued Operations (Details) - USD ($) | Apr. 21, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||
Operating loss of discontinued operations | $ (178,200) | ||
BTL [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Cash received from buyer | $ 2,529,565 | ||
Accounts receivable | (293,005) | ||
Inventory | (665,522) | ||
Prepaid expenses | (160,666) | ||
Intangible assets | (5,540,952) | ||
Loss on divestiture | 4,130,580 | ||
Operating loss of discontinued operations | 178,200 | ||
Bankruptcy costs | 803,320 | ||
Loss on discontinued operations | $ 5,112,100 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details Narrative) - USD ($) | Feb. 11, 2022 | Oct. 19, 2021 | Apr. 17, 2021 | Mar. 12, 2021 | Feb. 25, 2022 | Mar. 31, 2022 | Mar. 31, 2021 |
Business Acquisition [Line Items] | |||||||
Consideration of cash payment | $ 8,216,000 | ||||||
Revenues, net | 11,534,819 | $ 2,565,162 | |||||
CBAV One LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire assets | $ 3,000,000 | ||||||
Cash payment | 2,650,000 | ||||||
CBAV One LLC [Member] | April 15, 2022 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Royalty payments | 150,000 | ||||||
CBAV One LLC [Member] | April 15, 2023 [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Royalty payments | $ 200,000 | ||||||
Earn Out Target One [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Earnout Target Description | In the event that the Company (1) develops a minimally viable product for the NFT Technology to validate the utility of the product/platform with features to attract and transact with customers and (2) is successful on-boarding a minimum of 10 approved influential celebrities on or before December 31, 2021, the Company shall issue to Emmersive and/or Emmersive’s shareholders, 1,000,000 Conditional Preferred Units, with Put Rights | ||||||
Earn Out Target Two [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Earnout Target Description | In the event that the Company generates a minimum of $7,000,000 in annualized booked revenues inclusive of revenues generated from the celebrities onboarded by the Company (collectively “Attributed Revenue”) in any three-calendar-month period ending on or before March 31, 2022 (i.e. more than $1,750,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s shareholders 1,000,000 Conditional Preferred Units, with the Put Rights. The Earn-out arrangement with the former sellers of Emmersive as described below provides extensions whereby the former sellers of Emmersive would still be eligible for the Earn-out Target 2. | ||||||
Earn Out Target Three [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Earnout Target Description | In the event that the Company generates a minimum of $28,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2022 (i.e. more than $7,000,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s shareholders 1,000,000 Conditional Preferred Units, with Put Rights | ||||||
Earn Out Target Four [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Earnout Target Description | In the event that the Company generates a minimum of $62,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before December 31, 2023 (i.e. more than $15,500,000 in Attributed Revenue in a period of three consecutive calendar months), the Company shall issue to Emmersive and/or Emmersive’s shareholders 1,000,000 Conditional Preferred Units, with Put Rights | ||||||
Maximum [Member] | Earn Out Target Two [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenues, net | $ 1,750,000 | ||||||
Maximum [Member] | Earn Out Target Three [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenues, net | 7,000,000 | ||||||
Maximum [Member] | Earn Out Target Four [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenues, net | 15,500,000 | ||||||
Minimum [Member] | Earn Out Target Two [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenues, net | 7,000,000 | ||||||
Minimum [Member] | Earn Out Target Three [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenues, net | 28,000,000 | ||||||
Minimum [Member] | Earn Out Target Four [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Revenues, net | $ 62,000,000 | ||||||
Termination and release agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued upon termination of agreement | 4,000,000 | ||||||
Termination and release agreement [Member] | Cryptyde shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued upon termination of agreement | 300,000 | ||||||
Preferred Units [Member] | Earn Out Target One [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Preferred units issued | 1,000,000 | ||||||
Preferred Units [Member] | Earn Out Target Two [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Preferred units issued | 1,000,000 | ||||||
Preferred Units [Member] | Earn Out Target Three [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Preferred units issued | 1,000,000 | ||||||
Preferred Units [Member] | Earn Out Target Four [Member] | Shareholders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Preferred units issued | 1,000,000 | ||||||
Preferred Units [Member] | Asset Contribution Agreement [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Preferred units issued | 1,000,000 | ||||||
Stock issued during period exchange | $ 1,000,000 | ||||||
Preferred Units [Member] | Asset Contribution Agreement [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Preferred units issued | 4,000,000 | ||||||
Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued for exchange of shares | 1,000,000 | ||||||
Preferred Units [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during period, value, new issues | $ 2,100 | ||||||
Conditional Preferred Units [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock issued during period, value, new issues | $ 5,300,000 | ||||||
Ad Rizer LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash | $ 38,000,000 | ||||||
[custom:FloorPrice] | $ 5 | ||||||
Share Price | $ 8 | ||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 23,250,000 | ||||||
Consideration of cash payment | 61,186,323 | ||||||
Ad Rizer LLC [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 10,000,000 | ||||||
Stock issued during period, value, new issues | $ 50,000,000 | ||||||
Ad Rizer LLC [Member] | Seller [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deposit Assets | $ 10,000,000 | ||||||
Pro rate of portion percentage | 50.00% | ||||||
ZASH global media and entertainment corporation [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Consideration of cash payment | $ 6,750,000 | ||||||
Emmersive [Member] | Milestone one [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration paid description | In the event that Cryptyde generates a minimum of $5,500,000 in annualized booked revenues from the operation of the Musician & Artist Platform (“Attributed Revenue”) ending eight (8) months following the Effective Date (“Tranche 1 Milestone Date”), the Emmersive Parties shall receive 100,000 restricted Cryptyde Shares (“Tranche One”) within 30 after the Tranche 1 Milestone Date. In the event that Cryptyde does not satisfy this milestone for any reason by the Tranche 1 Milestone Date, the Emmersive Parties shall have no rights to the additional Cryptyde Shares | ||||||
Emmersive [Member] | Milestone two [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration paid description | After the Effective Date, in the event Cryptyde generates a minimum of $26,500,000 in annualized Attributed Revenues in any three-calendar month period ending on or before September 30, 2023, from the Musician & Artist Platform, the Emmersive Parties shall receive an additional 100,000 restricted Cryptyde Shares (“Tranche Two”). In the event Milestone Two is achieved, then Milestone One shall also be deemed to have been achieved. In the event that Cryptyde does not satisfy Milestone Two for any reason by September 30, 2023, the Emmersive Parties shall have no rights to Tranche Two | ||||||
Emmersive [Member] | Milestone three [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration paid description | After the Effective Date in the event that Cryptyde generates a minimum of $60,000,000 in annualized Attributed Revenues in any three-calendar-month period ending on or before September 30, 2024, from the Musician & Artist Platform, Emmersive Parties shall receive an additional 100,000 restricted Cryptyde Shares (“Tranche Three”). In the event Milestone Three is achieved, then Milestones One and Two shall also be deemed to have been achieved. In the event that Cryptyde does not satisfy Milestone Three for any reason by September 30, 2024, time being of the essence, the Emmersive Parties shall have no rights to Tranche Three. In the event that Cryptyde satisfies Milestone Three in the time prescribed they shall have the right to receive an additional 100,000 restricted shares of Cryptyde Shares (“Bonus Tranche”). In the event that Cryptyde does not satisfy Milestone Three for any reason, the Emmersive Parties shall have no rights to the Bonus Tranche |
Carrying Values of Assets and L
Carrying Values of Assets and Liabilities of Variable Interest Entities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 130,779,948 | $ 87,612,176 | |
Prepaid expenses and other current assets | 10,659,851 | 10,403,401 | |
Due from Related Party | 19,600,584 | 15,997,803 | |
Total current assets | 182,425,115 | 219,741,467 | |
Loan Held-for-Investment | 5,350,000 | 4,200,000 | |
Property and Equipment, net | 1,785,226 | 1,376,751 | |
Intangible assets, net | 39,009,383 | 40,525,453 | |
Goodwill | 180,419,932 | 121,580,144 | |
Cost Method Investments | 1,000,000 | 1,000,000 | |
Total assets | 500,678,709 | 405,142,729 | |
Current liabilities: | |||
Accounts payable | 11,554,079 | 6,105,963 | |
Accrued expenses and other current liabilities | 10,600,949 | 19,516,308 | |
Total current liabilities | 42,114,889 | 70,089,546 | |
Notes Payable | 108,923 | 121,037 | |
Total liabilities | 541,707,486 | 271,455,687 | |
Revenues, net | 11,534,819 | $ 2,565,162 | |
Cost of revenues | 10,933,656 | 1,653,381 | |
Gross profit | 601,163 | 911,781 | |
Operating expenses: | |||
Selling, general and administrative | 26,798,107 | 11,660,880 | |
Operating (loss) income | (26,196,944) | (10,749,099) | |
Other (expense) income: | |||
Other income | 149,594 | (44,296) | |
Total other (expense) income | (352,908,203) | (51,514,221) | |
Loss before income taxes | (379,105,147) | (62,263,320) | |
Income tax expense | |||
Net loss | (379,105,147) | (62,441,320) | |
Variable Income Interest Rate [Member] | |||
Current assets: | |||
Cash and cash equivalents | 6,183,563 | 1,856,017 | |
Prepaid expenses and other current assets | 1,824,684 | 2,388,893 | |
Other Investments | 109,765,000 | ||
Due from Related Party | 11,400,584 | 15,997,803 | |
Loan Interest Receivable | 366,355 | ||
Total current assets | 129,540,186 | 20,242,713 | |
Loan Held-for-Investment | 3,100,000 | 3,100,000 | |
Loan Held-for-Investment, related parties | 18,000,000 | 11,500,000 | |
Property and Equipment, net | 189,028 | 147,519 | |
Intangible assets, net | 27,047,962 | 28,150,048 | |
Goodwill | 116,188,021 | 116,188,021 | |
Cost Method Investments | 1,500,000 | 1,000,000 | |
Total assets | 295,565,197 | 180,328,301 | |
Current liabilities: | |||
Accounts payable | 575,420 | 686,674 | |
Accrued expenses and other current liabilities | 1,597,397 | 1,672,492 | |
Total current liabilities | 2,172,817 | 2,359,166 | |
Intercompany | 44,681,303 | ||
Notes Payable | 4,563,879 | 2,650,000 | |
Total liabilities | 58,091,392 | $ 5,324,832 | |
Revenues, net | 214,394 | ||
Cost of revenues | 84,155 | ||
Gross profit | 130,239 | ||
Operating expenses: | |||
Selling, general and administrative | 10,971,969 | 100,421 | |
Operating (loss) income | (10,971,969) | 29,818 | |
Other (expense) income: | |||
Interest expense | (2,212) | 26,250 | |
Other income | 88,569 | ||
Total other (expense) income | (86,357) | 56,068 | |
Loss before income taxes | (10,885,612) | 56,068 | |
Income tax expense | |||
Net loss | $ (10,885,612) | $ 56,068 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | Jul. 25, 2021 | Jul. 22, 2021 | Mar. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Variable interest entity, description | ZASH and Vinco Ventures entered into a Second Amended and Restated Limited Liability Company Agreement of ZVV, pursuant to which (i) ZASH and Vinco Ventures each acquired a 50% voting membership interest in ZVV; and (ii) ZASH acquired a 75% economic interest in ZVV after return of unreturned capital contributions and Vinco Ventures acquired a 25% economic interest in ZVV after return of unreturned capital contributions | ||
Business combination purchase price | $ 8,216,000 | ||
Lomotif [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Percentage of ownership interest | 80.00% | ||
Business combination purchase price | $ 109,765,000 |
Schedule of Short-Term Investme
Schedule of Short-Term Investments (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Jupiter Wellness, Inc. (JUPW) | $ 178,000 | |
Unrealized losses | (820,000) | $ (862,000) |
Total short-term investments | 220,000 | 178,000 |
Jupiter Wellness Inc JUPW [Member] | ||
Jupiter Wellness, Inc. (JUPW) | $ 1,040,000 | 1,040,000 |
Total short-term investments | $ 1,040,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,625,770 | $ 6,730,027 |
Less: accumulated depreciation | (5,840,544) | (5,353,276) |
Total property and equipment, net | 1,785,226 | 1,376,751 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | ||
Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 800,746 | 800,746 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,821,194 | 4,779,685 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 473,459 | 388,637 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 501,340 | 147,792 |
Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 79,300 | 79,300 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 533,867 | 533,867 |
Leasehold Improvement [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 415,864 |
Property and Equipment, net (De
Property and Equipment, net (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 74,139 | $ 32,812 |
Summary of Loans Held for Inves
Summary of Loans Held for Investment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Aug. 05, 2021 | |
Loans held-for-investment: | ||||
Total loans held-for-investment | $ 5,350,000 | $ 4,200,000 | ||
PZAJ holdings LLC [Member] | ||||
Loans held-for-investment: | ||||
Total loans held-for-investment | [1] | 4,600,000 | 3,950,000 | |
Debt Instrument, Face Amount | 4,600,000 | |||
Carlin haynes LLC [Member] | ||||
Loans held-for-investment: | ||||
Total loans held-for-investment | [2] | $ 750,000 | $ 250,000 | |
Debt Instrument, Face Amount | $ 250,000 | |||
[1] | PZAJ Holdings, LLC (“PZAJ”) is an entertainment content development company engaged in the acquisition, financing, development, production, and distribution of films and television projects. As of March 31, 2022, the Company has loaned $ 4,600,000 to PZAJ pursuant to multiple promissory notes (collectively, the “PZAJ Notes”) to co-develop certain film and television projects including but not limited to Preach, Camp Hideout, Camp Radio and Thrillusionist. The co-developed projects are intended to be licensed or sold to various media companies or streamed on Lomotif. The interest rate on the notes is 2 % per annum. The loans are due at various times in 2022. The purpose of the loans is to engage in the acquisition, development and production of consumer facing content and related activities. The loans are nonrecourse loans and will be repaid with earned revenues for each project. As of March 12, 2022, PZAJ, its existing members and the Company entered into a Limited Liability Company Agreement of PZAJ, pursuant to which the loans extended by Vinco or on its behalf to PZAJ in the aggregate amount of $5,590,000 was converted into a capital contribution of Vinco into PZAJ and Vinco was admitted into PZAJ as a member owning a 51% membership interest. | |||
[2] | On August 5, 2021, the Company loaned $ 250,000 to Carlin Haynes, LLC, dba TMX. The interest rate on the note is 6 % per annum. The maturity date of the loan is August 5, 2023 . The purpose of the loan is to engage in the creation and distribution of digital media content. In the event that Carlin Haynes, LLC issues and sells units of preferred equity securities to one or more investors in an arm’s length transaction or series of related transactions with the principal purpose of raising capital that results in aggregate gross proceeds to Carlin Haynes, LLC of at least $ 1,000,000 , excluding the amount represented by the conversion of any simple agreement for future equity or outstanding indebtedness, including all or a portion of the note issued to the Company (the “TMX Note”), in accordance with their respective terms and the TMX Note has not been paid in full, then the outstanding principal balance of the TMX Note and all accrued and unpaid interest thereon shall automatically convert in whole without any further action by the Company into the number of limited liability company membership units/interests of Carlin Haynes LLC equal to the outstanding principal balance of the TMX Note and all accrued and unpaid interest due on the TMX Note on the date of conversion, divided by 80% of the price per unit paid by the investors to purchase the new securities in the qualified financing. |
Summary of Loans Held For Inv_2
Summary of Loans Held For Investment (Details) (Parenthetical) - USD ($) | Aug. 05, 2021 | Mar. 31, 2022 | Mar. 12, 2022 |
PZAJ holdings LLC [Member] | |||
Principal amount | $ 4,600,000 | ||
Debt instrument, interest rate, percentage | 2.00% | ||
PZAJ holdings LLC [Member] | Limited Liability Company Agreement [Member] | |||
Principal amount | $ 5,590,000 | ||
Ownership interest | 51.00% | ||
Carlin haynes LLC [Member] | |||
Principal amount | $ 250,000 | ||
Debt instrument, interest rate, percentage | 6.00% | ||
Debt instrument, maturity date | Aug. 5, 2023 | ||
Proceeds from loans | $ 1,000,000 |
Summary of Related Parties Loan
Summary of Related Parties Loans Held for Investment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Loans held-for-investment – related parties: | |||
Wattum Management | $ 13,500,000 | $ 20,500,000 | |
Total loans held-for-investment – related parties | 20,500,000 | 20,500,000 | |
ZASH global media and entertainment corporation [Member] | |||
Loans held-for-investment – related parties: | |||
Wattum Management | [1] | 15,000,000 | 15,000,000 |
Magnifi [Member] | |||
Loans held-for-investment – related parties: | |||
Wattum Management | [2] | 1,500,000 | 1,500,000 |
Wattum management [Member] | |||
Loans held-for-investment – related parties: | |||
Wattum Management | [3] | $ 4,000,000 | $ 4,000,000 |
[1] | ZASH Global Media and Entertainment Corporation is a media and entertainment company involved in the development of consumer facing content. | ||
[2] | On October 12, 2021, the Company loaned $ 1,500,000 3 | ||
[3] | On October 14, 2021, the Company loaned $ 4,000,000 5% October 12, 2026 |
Summary of Related Parties Lo_2
Summary of Related Parties Loans Held For Investment (Details) (Parenthetical) - USD ($) | Oct. 15, 2021 | Mar. 31, 2022 | Oct. 13, 2021 |
ZASH Global Media And Entertainment Corporation One [Member] | |||
Debt instrument, face amount | $ 15,000,000 | ||
Debt Instrument, Maturity Date, Description | The loans are due in 2023 | ||
Proceeds from loans | $ 1,000,000 | ||
ZASH global media and entertainment corporation [Member] | |||
Debt instrument, interest rate, percentage | 6.00% | ||
Magnifi [Member] | |||
Debt instrument, face amount | $ 1,500,000 | ||
Debt instrument, interest rate, percentage | 3.00% | ||
Wattum management [Member] | |||
Debt instrument, face amount | $ 4,000,000 | ||
Debt instrument, interest rate, percentage | 5.00% | ||
Debt instrument, maturity date | Oct. 12, 2026 |
Schedule of Cost Method Investm
Schedule of Cost Method Investments (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Total cost-method investments | $ 1,000,000 | $ 1,000,000 |
Hyperreal Digital Inc [Member] | ||
Total cost-method investments | $ 1,000,000 | $ 1,000,000 |
Schedule of Fair Value of Finan
Schedule of Fair Value of Financial Assets and Liabilities (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investments | $ 220,000 | $ 178,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investments | 210,000 | 178,000 |
Warrant liability | ||
Total | 210,000 | 178,000 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investments | ||
Warrant liability | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Short-term investments | ||
Warrant liability | 429,023,674 | 198,566,170 |
Total | $ 429,023,674 | $ 198,566,170 |
Schedule of Reconciliation of L
Schedule of Reconciliation of Liabilities Measured at Fair Value (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Beginning Balance | $ 198,566,170 | |
Issuance of warrants | 243,681,478 | $ 75,156,534 |
Change in fair value of warrants | 86,948,858 | (36,381,542) |
Ending Balance | 429,167,462 | |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Beginning Balance | 198,566,170 | |
Issuance of warrants | 243,681,478 | 77,083,044 |
Change in fair value of warrants | 86,948,858 | (18,627,843) |
Exercise of warrants | (100,029,444) | (219,636) |
Ending Balance | $ 429,167,462 | $ 58,235,565 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 45,210,487 | $ 45,210,487 |
Net Amount | 37,769,383 | |
Indefinite Lived Intangible Assets Accumulated Amortization | 6,201,104 | 4,685,034 |
Intangible Assets, Net | 39,009,383 | 40,525,453 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,240,000 | 1,240,000 |
Indefinite Lived Intangible Assets Accumulated Amortization | ||
Indefinite Lived Intangible Assets Accumulated Amortization | 1,240,000 | 1,240,000 |
Indefinite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,240,000 | 1,240,000 |
Indefinite Lived Intangible Assets Accumulated Amortization | ||
Indefinite Lived Intangible Assets Accumulated Amortization | $ 1,240,000 | $ 1,240,000 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years | 15 years |
Weighted Average Remaining Life | 11 years 4 months 24 days | 11 years 8 months 12 days |
Gross Carrying Amount | $ 670,000 | $ 670,000 |
Indefinite Lived Intangible Assets Accumulated Amortization | 160,056 | 148,889 |
Net Amount | $ 509,944 | $ 521,111 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Life | 6 years 9 months 18 days | 7 years |
Gross Carrying Amount | $ 37,251,987 | $ 37,251,987 |
Indefinite Lived Intangible Assets Accumulated Amortization | 4,707,579 | 3,458,065 |
Net Amount | $ 32,544,408 | $ 33,793,922 |
Developed Technology Rights [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Developed Technology Rights [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | 10 years |
Membership Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Weighted Average Remaining Life | 3 years 4 months 24 days | 3 years 8 months 12 days |
Gross Carrying Amount | $ 1,740,000 | $ 1,740,000 |
Indefinite Lived Intangible Assets Accumulated Amortization | 890,714 | 828,571 |
Net Amount | $ 849,286 | $ 911,429 |
Digital media [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 7 years | 7 years |
Weighted Average Remaining Life | 5 years 7 months 6 days | 5 years 10 months 24 days |
Gross Carrying Amount | $ 1,552,500 | $ 1,552,500 |
Indefinite Lived Intangible Assets Accumulated Amortization | 304,955 | 249,509 |
Net Amount | $ 1,247,545 | $ 1,302,991 |
Influencer Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | 5 years |
Weighted Average Remaining Life | 4 years 9 months 18 days | 5 years |
Gross Carrying Amount | $ 2,756,000 | $ 2,756,000 |
Indefinite Lived Intangible Assets Accumulated Amortization | 137,800 | |
Net Amount | 2,618,200 | 2,756,000 |
Finite-Lived Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 43,970,487 | 43,970,487 |
Indefinite Lived Intangible Assets Accumulated Amortization | 6,201,104 | 4,685,034 |
Net Amount | $ 37,769,383 | $ 39,285,453 |
Schedule of Intangible Assets F
Schedule of Intangible Assets Future Amortization Expenses (Details) | Mar. 31, 2022USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 (excludes amortization through March 31, 2022) | $ 4,548,210 |
2023 | 6,064,280 |
2024 | 6,064,280 |
2025 | 5,852,851 |
2026 | 5,429,994 |
Thereafter | 9,809,769 |
Total | $ 37,769,383 |
Intangible assets, net (Details
Intangible assets, net (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,516,070 | $ 412,730 |
Schedule of Long-term Debt (Det
Schedule of Long-term Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Debt issuance costs | $ (48,834,475) | $ (68,925,172) |
Total debt | 66,890,632 | 46,987,579 |
Notes payable related parties [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, gross | 235,107 | 235,107 |
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, gross | 112,990,000 | 113,000,000 |
Convertible Notes Payable Of Lomotif Private Limited [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, gross | 150,000 | |
Convertible Notes Payable Of Lomotif Private Limited Related Parties [Member] | ||
Short-Term Debt [Line Items] | ||
Long term debt, gross | $ 2,500,000 | $ 2,500,000 |
Schedule of Maturities of Long-
Schedule of Maturities of Long-term Debt (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ 33,112,835 | |
2023 | 86,612,272 | |
2024 | ||
2025 | ||
2026 | ||
Long-term Debt, Gross | 115,725,107 | |
Less: debt discount | (48,834,475) | |
Long-term Debt | $ 66,890,632 | $ 46,987,579 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Mar. 09, 2022 | Nov. 09, 2021 | Jul. 22, 2021 | Mar. 30, 2021 | Feb. 23, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Short-Term Debt [Line Items] | |||||||
Amount received by agent | $ 122,762 | ||||||
Cash compensation | $ 1,143,445 | $ 12,418,930 | |||||
Investor [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt conversion original debt amount | $ 7,000,000 | ||||||
Debt conversion converted instrument shares issued | 1,750,000 | ||||||
Holders [Member] | Cryptyde LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Business acquisition agreement | (i) amend certain provisions of the July 2021 Note to (a) convert $10,000 of the principal amount of the July 2021 Note at a conversion price of $0.01 into shares of Common Stock, (b) extend the maturity date under the July Note to July 22, 2023, (c) increase the interest rate on the July 2021 Note from zero percent (0%) to six percent (6.0%), (d) reduce the maximum cap of the minimum cash in the control account from $100,000,000 to $80,000,000, and (e) require the Company to redeem $33,000,000 of the principal of the July 2021 Note, together with accrued and unpaid interest and accrued and unpaid late charges on such principal and interest, on July 22, 2022; (ii) to extend certain dates relating to (x) the Company’s registration of certain securities under the Warrant Exercise Agreements dated September 1, 2021, November 11, 2021 and December 20, 2021 to April 30, 2022, (y) the Company’s filing of a proxy statement to April 30, 2022 and (z) the Company holding a stockholder meeting and obtaining a stockholder vote to June 4, 2022 or July 4, 2022 in the event that the Company receives comments from the SEC with respect to the proxy statement; and (iii) to waive any adjustments to convertible securities or options as a result of the Adjusted Conversion Price (as defined in the Amendment Agreement) | ||||||
Cryptyde LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Shares issued | 1,000,000 | ||||||
Shares issued price per share | $ 2.18 | ||||||
Cryptyde LLC [Member] | Holders [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Conversion of principal amount | $ 10,000 | ||||||
Conversion price per share | $ 0.01 | ||||||
Redemption premium accrued and unpaid | $ 33,000,000 | ||||||
Cryptyde LLC [Member] | Holders [Member] | Minimum [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Cash control accounts | 100,000,000 | ||||||
Cryptyde LLC [Member] | Holders [Member] | Maximum [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Cash control accounts | $ 80,000,000 | ||||||
ZASH global media and entertainment corporation [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt interest rate | 6.00% | ||||||
Palladium Capital Group LLC [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Cash compensation description | The placement agent received $9,000,000 of which $1,000,000 was cash compensation and $8,000,000 was deferred cash compensation (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountable expenses). The Company has paid $4,000,000 of the deferred cash compensation and $4,000,000 remains outstanding as of March 31, 2022 | ||||||
Amount received by agent | $ 9,000,000 | ||||||
Cash compensation | 1,000,000 | ||||||
Deferred cash compensation | $ 8,000,000 | $ 4,000,000 | |||||
Deferred cash compensation paid | $ 4,000,000 | ||||||
Loan Agreement [Member] | Convertible Notes Payable - Related Parties [Member] | ZASH global media and entertainment corporation [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | $ 1,000,000 | $ 1,500,000 | |||||
Debt maturity date | Mar. 28, 2028 | Feb. 22, 2028 | |||||
Debt interest rate | 2.00% | 2.00% | |||||
Debt Conversion, Description | Under the terms of the loan agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited. | Under the terms of the agreement, the loan is convertible at a 20% discount to a $150 million valuation of Lomotif Private Limited. | |||||
Purchase Agreement [Member] | Investor [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Class of warrant | $ 2.655 | ||||||
Warrants purchase | 32,697,548 | ||||||
Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Warrant term | 5 years | ||||||
Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt maturity date | Jul. 22, 2022 | ||||||
Debt interest rate | 18.00% | ||||||
Debt Instrument, Convertible, Conversion Price | $ 4 | ||||||
Purchase Agreement [Member] | Senior Secured Convertible Note [Member] | Private Placement [Member] | Investor [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument, face amount | $ 120,000,000 | ||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Investor [Member] | Senior Secured Convertible Note [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible Notes Payable | 100,000,000 | ||||||
Deposit Account Control Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Cash control accounts | 100,000,000 | ||||||
Deferred discount | 120,000,000 | ||||||
Original issue discount | 20,000,000 | ||||||
Debt Instrument, Fee Amount | 9,300,000 | ||||||
Fair value of warrant issued | $ 90,700,000 |
Schedule of Warrant Assumptions
Schedule of Warrant Assumptions (Details) | Mar. 31, 2022 |
Hudson Bay Warrant [Member] | June 4, 2021 [Member] | |
Warrants and Rights Outstanding, Term | 3 years 2 months 12 days |
Hudson Bay Warrant [Member] | June 4, 2021 [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Warrant [Member] | June 4, 2021 [Member] | Measurement input expected volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.2850 |
Hudson Bay Warrant [Member] | June 4, 2021 [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0243 |
Hudson Bay Warrant [Member] | November Ten Two Thousand Twenty One [Member] | |
Warrants and Rights Outstanding, Term | 3 years 10 months 24 days |
Hudson Bay Warrant [Member] | November Ten Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Warrant [Member] | November Ten Two Thousand Twenty One [Member] | Measurement input expected volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.2850 |
Hudson Bay Warrant [Member] | November Ten Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0243 |
Hudson Bay Warrant [Member] | December Ten Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Warrant [Member] | December Ten Two Thousand Twenty One [Member] | Measurement input expected volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.2850 |
Hudson Bay Warrant [Member] | December Ten Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0243 |
Hudson Bay Warrant [Member] | December Twenty Two Thousand Twenty One [Member] | |
Warrants and Rights Outstanding, Term | 3 years 10 months 24 days |
Hudson Bay Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | |
Warrants and Rights Outstanding, Term | 3 years |
Hudson Bay Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Hudson Bay Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement input expected volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.2850 |
Hudson Bay Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0243 |
Palladium Capital Group Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | |
Warrants and Rights Outstanding, Term | 3 years |
Palladium Capital Group Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Group Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement input expected volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.2850 |
Palladium Capital Group Series A Warrant [Member] | August Ninteen Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0243 |
Palladium Capital Warrant [Member] | November Ten Two Thousand Twenty One [Member] | |
Warrants and Rights Outstanding, Term | 3 years 10 months 24 days |
Palladium Capital Warrant [Member] | November Ten Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Warrant [Member] | November Ten Two Thousand Twenty One [Member] | Measurement input expected volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.2850 |
Palladium Capital Warrant [Member] | November Ten Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0243 |
Palladium Capital Warrant [Member] | December Twenty Two Thousand Twenty One [Member] | |
Warrants and Rights Outstanding, Term | 3 years 10 months 24 days |
Palladium Capital Warrant [Member] | December Twenty Two Thousand Twenty One [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Palladium Capital Warrant [Member] | December Twenty Two Thousand Twenty One [Member] | Measurement input expected volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 1.2850 |
Palladium Capital Warrant [Member] | December Twenty Two Thousand Twenty One [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0243 |
Warrant Liability (Details Narr
Warrant Liability (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Proceeds from warrant exercises | $ 101,036,839 | $ 1,690,604 |
Warrant holder [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Warrants issued | 83,012,781 | |
Placement agent [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Warrants issued | 6,641,022 | |
Warrant Liability [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.25 | |
Warrant exercise price | $ 3.265 | |
Warrants issued | 36,894,569 | |
Proceeds from warrant exercises | $ 111,029,493 | |
Warrant term | 5 years | |
Fair value of the warrants issued | $ 243,681,478 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 12, 2021 | Mar. 31, 2022 |
Related Party Transaction [Line Items] | ||
Business Combination, Consideration Transferred | $ 8,216,000 | |
ZASH global media and entertainment corporation [Member] | ||
Related Party Transaction [Line Items] | ||
Business Combination, Consideration Transferred | 6,750,000 | |
ZVV Media Partners LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Due to affiliate | $ 1,500,000 | |
Debt instrument, interest rate, stated percentage | 3.00% | |
Debt instrument, maturity date | Oct. 12, 2023 | |
Ownership percentage | 15.00% | |
Equity method investment, aggregate cost | $ 5,000,000 | |
Two Note Payables [Member] | ZASH [Member] | ||
Related Party Transaction [Line Items] | ||
Debt instrument, face amount | 2,500,000 | |
Six Promissory Notes [Member] | ZASH [Member] | ||
Related Party Transaction [Line Items] | ||
Debt instrument, face amount | $ 15,000,000 | |
Wattum Note [Member] | Wattam Management Inc. [Member] | ||
Related Party Transaction [Line Items] | ||
Debt instrument, face amount | $ 4,000,000 | |
Debt instrument, interest rate, stated percentage | 5.00% | |
Ownership percentage | 49.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Payments for rent | $ 187,500 | $ 26,553 | |
Operating lease, liability | 135,944 | ||
Operating lease, right of use asset | $ 133,310 | $ 168,914 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Equity [Abstract] | |
Shares, beginning balance | shares | 80,000 |
Weighted average exercise price, beginning balance | $ / shares | $ 7.01 |
Remaining contractual life in years, beginning balance | 1 year 8 months 12 days |
Aggregate intrinsic value, beginning balance | $ | |
Shares, granted | shares | |
Weighted average exercise price, granted | $ / shares | |
Aggregate intrinsic value, granted | $ | |
Shares, ending balance | shares | 80,000 |
Weighted average exercise price, ending balance | $ / shares | $ 7.01 |
Remaining contractual life in years, ending balance | 1 year 4 months 24 days |
Aggregate intrinsic value, ending balance | $ | |
Shares, exercisable, ending balance | shares | 80,000 |
Weighted average exercise price, exercisable, ending balance | $ / shares | $ 7.01 |
Remaining contractual life in years, ending balance | 1 year 4 months 24 days |
Aggregate intrinsic value, exercisable, ending balance | $ |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock [Line Items] | ||
Total | 193,053,841 | 42,203,094 |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Total | 764,618 | |
Shares reserved in exchange for the cancellation of certain non voting membership interest in EVNTLLC [Member] | ||
Class of Stock [Line Items] | ||
Total | 4,000,000 | |
Options [Member] | ||
Class of Stock [Line Items] | ||
Total | 80,000 | 80,000 |
Convertible Debt Securities [Member] | ||
Class of Stock [Line Items] | ||
Total | 28,271,954 | 2,647,587 |
Warrants [Member] | ||
Class of Stock [Line Items] | ||
Total | 160,701,887 | 37,102,534 |
Shares to be issued [Member] | ||
Class of Stock [Line Items] | ||
Total | 1,608,355 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 04, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||
Common stock, shares, issued | 188,052,593 | 150,118,024 | ||
Common stock, shares, outstanding | 188,052,593 | 150,118,024 | ||
Proceeds from warrant exercises | $ 101,036,839 | $ 1,690,604 | ||
Unvested options | 0 | |||
Unrecognized equity-based compensation expense | $ 0 | |||
2021 Equity Incentive Plan [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Share based compensation arrangement | 3,267,040 | 9,000,000 | ||
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 250,000,000 | |||
Common stock, shares, issued | 188,052,593 | 150,118,024 | ||
Common stock, shares, outstanding | 188,052,593 | 150,118,024 | ||
Issuance of common stock upon exercise of warrants, shares | 36,934,569 | 880,798 | ||
Warrant [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Issuance of common stock upon exercise of warrants, shares | 36,894,569 | |||
Proceeds from warrant exercises | $ 111,029,493 |
Schedule of Revenue from Custom
Schedule of Revenue from Customers (Details) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | |||
Concentration Risk [Line Items] | ||||
Total net revenues | 10.00% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | [1] | 14.00% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 11.00% | [1] | ||
[1] | Did not represent more than 10% |
Customer Concentrations (Detail
Customer Concentrations (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
North America [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 100.00% | 76.00% |
Asia Pacific [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 0.00% | 9.00% |
Europe [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 0.00% | 15.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | May 19, 2022 | May 12, 2022 | May 13, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||
Subsequent Event [Member] | Exchange Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | 750,000,000 | |||
Exchange agreement, description | pursuant to the exchange agreement, on or prior to the second business day following the Shareholder Approval Date, the Company shall deliver to the holder an additional number of shares of Common Stock equal to 7% of the sum of each of the November 2021 Warrants and December 2021 Warrants exchanged by the holder during this period. In addition, the exchange agreement allows the holder for up to 60 days after the Shareholder Approval Date for (i) each November 2021 Warrant may be exchanged for 42% of a November 2021 Exchanged Warrant Share, and (ii) each December 2021 Warrants may from time to time be exchanged for 42% of a December 2021 Exchanged Warrant Share. | ||||
Subsequent Event [Member] | Exchange Agreement [Member] | November Two Thousand Twenty One Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | $ 4.527 | ||||
Warrant exercise price | 0.77 | ||||
Number of warrant issued to purchase common stock | 500,000 | ||||
Number of warrant exercised | 385,000 | ||||
Subsequent Event [Member] | Exchange Agreement [Member] | December Two Thousand Twenty One Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | 3.2653 | ||||
Warrant exercise price | $ 0.81 | ||||
Number of warrant issued to purchase common stock | 18,090,123 | ||||
Number of warrant exercised | 14,653,000 | ||||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | 750,000,000 | |||
Preferred stock, shares authorized | 0 | 30,000,000 | |||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | Series A September Two Thousand Twenty One Warrants [Member] | |||||
Subsequent Event [Line Items] | |||||
Share price | $ 0.50 | ||||
Warrant exercise price | $ 9 | ||||
Number of warrant issued to purchase common stock | 15,000,000 | ||||
Number of warrant exercised | 7,500,000 |