UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10−Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to _____________

 

Commission File Number: 001-41290

 

SMART FOR LIFE, INC.

 

(Exact name of registrant as specified in its charter)

   

Nevada   81-5360128
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

990 S Rogers Circle, Suite 3, Boca Raton, FL   33487
(Address of principal executive offices)   (Zip Code)

 

(786) 749-1221
(Registrant’s telephone number, including area code)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   SMFL   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer ☐   Accelerated filer ☐
  Non-accelerated filer   Smaller reporting company
      Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No

 

As of August 18, 2023, there were 1,849,542 shares of the registrant’s common stock issued and outstanding.

 

 

 

 

 

Smart for Life, Inc.

 

Quarterly Report on Form 10-Q

 Period Ended June 30, 2023

 

 

TABLE OF CONTENTS

 

PART I
FINANCIAL INFORMATION
   
Item 1. Financial Statements (Unaudited) 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27
Item 3. Quantitative and Qualitative Disclosures About Market Risk 39
Item 4. Controls and Procedures 39
     
PART II
OTHER INFORMATION
Item 1. Legal Proceedings 40
Item 1A. Risk Factors 40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40
Item 3. Defaults Upon Senior Securities 40
Item 4. Mine Safety Disclosures 40
Item 5. Other Information 40
Item 6. Exhibits 41

 

i

 

 

PART I

FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

SMART FOR LIFE, INC.

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
     
Condensed Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 (As Adjusted)   2
Condensed Consolidated Statements of Operations for the Three and Six Months ended June 30, 2023 and 2022 (unaudited)   3
Condensed Consolidated Statement of Changes in Stockholders’ Equity (deficit) for the Three and Six Months ended June 30, 2023 and 2022 (unaudited)   4
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2023 and 2022 (unaudited)   5
Notes to Unaudited Condensed Consolidated Financial Statements   6

 

1

 

 

SMART FOR LIFE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2023 AND DECEMBER 31, 2022

 

  

June 30,
2023

   December 31, 2022 
   (Unaudited)   (As adjusted) 
ASSETS        
Current assets:        
Cash  $375,682   $69,714 
Accounts receivable, net   521,800    561,894 
Inventory   1,892,812    2,665,501 
Prepaid expenses and other current assets   358,000    306,867 
Total current assets   3,148,294    3,603,976 
           
Property and equipment, net   357,766    482,219 
Intangible assets, net   14,911,284    16,462,158 
Goodwill   5,816,100    5,816,100 
Deposits and other assets   268,611    109,638 
Operating lease right-of-use assets   2,506,630    2,672,866 
Total other assets   23,860,391    25,542,981 
Total assets  $27,008,685   $29,146,957 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable  $3,711,626   $4,123,837 
Accrued expenses   2,263,800    1,888,013 
Accrued expenses, related parties   66,964    947,951 
Deferred revenue   640,330    662,879 
Preferred stock dividends payable   600,750    600,750 
Operating lease liability, current   331,811    303,819 
Debt, current, net of debt discounts   5,157,462    6,616,273 
Total current liabilities   12,772,743    15,143,522 
           
Long-term liabilities:          
Operating lease liability, noncurrent   2,249,188    2,423,446 
Debt, noncurrent, net of debt issuance cost   7,426,190    13,941,973 
Total long-term liabilities   9,675,378    16,365,419 
Total liabilities   22,448,121    31,508,941 
           
Commitments and contingencies   
 
    
 
 
           
Stockholders’ Equity          
Preferred stock, $.0001 par value, 10,000,000 shares authorized   
 
    
 
 
Series A Convertible Preferred Stock, $.0001 par value, 8,000 shares authorized and 0 and 1,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   
    
 
Series B Preferred Stock, $.0001 par value, 5,000,000 shares authorized and 34,818 and 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   4    
 
Common Stock, $.0001 par value, 500,000,000 shares authorized, 1,445,864 and 245,187 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively   145    25 
Additional paid in capital   58,057,141    42,630,406 
Accumulated deficit   (53,496,726)   (44,992,415)
Total stockholders’ equity   4,560,564    (2,361,984)
Total liabilities and stockholders’ equity  $27,008,685   $29,146,957 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

2

 

 

SMART FOR LIFE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

 

  

Three Months Ended

June 30,

  

Six Months Ended

June 30,

 
   2023   2022   2023   2022 
Revenues                
Products  $2,273,087   $3,459,926   $4,332,799   $7,035,384 
Advertising   10,616    825,565    355,471    1,704,993 
Total revenues   2,283,703    4,285,491    4,688,270    8,740,377 
Cost of revenues                    
Products   1,532,561    1,890,278    2,840,006    4,187,287 
Advertising   9,121    614,042    278,515    1,254,356 
Total cost of revenues   1,541,682    2,504,320    3,118,521    5,441,643 
Gross profit   742,021    1,781,171    1,569,749    3,298,734 
Operating expenses                    
General and administrative   1,504,499    1,660,773    2,599,707    3,385,121 
Compensation – administrative   1,410,735    1,633,022    2,883,107    3,634,453 
Professional services   912,302    665,700    1,216,298    1,306,431 
Consulting fees – related parties   
    
    27,547    
 
Impairment of intangible assets   466,737    
    466,737    
 
Depreciation and amortization expense   507,593    430,092    1,198,803    853,102 
Total operating expenses   4,801,866    4,389,587    8,392,199    9,179,107 
Operating loss   (4,059,845)   (2,608,416)   (6,822,450)   (5,880,373)
Other income (expense)                    
Other income (expense)   290,526    111,599    313,678    (433,441)
Gain on debt extinguishment   257,037    134,956    257,037    134,956 
Change in fair value of derivative liability   
    (38,997)   
    (38,997)
Interest expense   (707,714)   (984,427)   (2,252,576)   (13,741,907)
Total other income (expense)   (160,151)   (776,869)   (1,681,861)   (14,079,389)
Net loss  $(4,219,996)  $(3,385,285)  $(8,504,311)  $(19,959,762)
Series A preferred stock dividends   
    (159,916)   
    (245,333)
Net loss attributable to common stockholders   (4,219,996)   (3,545,201)   (8,504,311)   (20,205,095)
Loss per share, basic and diluted
  $(5.84)  $(16.77)  $(17.18)  $(116.39)
Weighted average shares outstanding, basic and diluted
   722,205    211,425    495,114    173,592 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

3

 

 

SMART FOR LIFE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

 

For the Three and Six Months Ended June 30, 2023

 

   Preferred Stock   Common Stock   Additional
Paid-In
   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balance, January 1, 2023   1,000   $
    245,187   $25   $42,630,406   $(44,992,415)  $(2,361,984)
Exercise of warrants   
    
    20,498    2    117    
    119 
Stock based compensation   
    
    
    
    52,473    
    52,473 
Net loss       
        
    
    (4,284,315)   (4,284,315)
Balance, March 31, 2023   1,000    
    265,685    27    42,682,996    (49,276,730)   (6,593,707)
Conversion of notes and interest   29,398    3        
    6,462,688    
    6,462,691 
Conversion of preferred stock   (1,000)   
    10,000    1    (1)   
    
 
Stock based compensation       
        
    27,735    
    27,735 
Stock issued for services       
    3,334    
    99,199    
    99,199 
Conversion of board fees   135    
        
    30,000    
    30,000 
Conversion of accrued compensation   5,285    1        
    1,178,310    
    1,178,311 
Exercise of warrants       
    878,347    88    5,424,933    
    5,425,021 
Shares issued for cash, net       
    288,498    29    2,151,281    
    2,151,310 
Net loss       
        
    
    (4,219,996)   (4,219,996)
Balance, June 30, 2023   34,818   $4    1,445,864   $145   $58,057,141   $(53,496,726)  $4,560,564 

 

For the Three and Six Months Ended June 30, 2022

 

   Preferred Stock   Common Stock   Additional Paid-In   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balance, January 1, 2022   8,000   $1    92,917   $9   $8,923,852   $(15,014,600)  $(6,090,738)
Stock issued for cash with initial public offering   
    
    9,600    1    10,623,491    
    10,623,492 
Series A warrants issued in connection with initial public offering   
    
    
    
    1,902,689    
    1,902,689 
Series B warrants in connection with initial public offering   
    
    
    
    158,558    
    158,558 
Warrants issued in connection with debt   
    
    
    
    65,624    
    65,624 
Stock issued upon exercise of Series B Warrants   
    
    9,585    1    (1)   
    
 
Stock issued upon conversion of convertible notes   
    
    8.264    1    5,622,884    
    5,622,885 
Stock issued in connection with acquisition   
    
    283            
    
 
Stock issued for conversion of accounts payable   
    
    98        147,223    
    147,223 
Stock issued for services   
    
    5,847    1    822,625    
    822,626 
Stock issued upon conversion of preferred stock   (7,000)   (1)   69,996    7    (6)   
    
 
Common stock issued under future equity agreements   
    
    14,460    1    10,844,959    
    10,844,960 
Preferred stock dividend payable   
    
    
    
    (85,417)   
    (85,417)
Net loss       
        
    
    (16,574,477)   (16,574,477)
Balance, March 31, 2022   1,000    
    211,049    21    39,026,481    (31,589,077)   7,437,425 
Common stock issued upon conversion of promissory note       
    488    
    73,727    
    73,727 
Common stock issued upon option exercise       
    1,303    
    
    
    
 
Preferred stock dividend payable       
        
    (159,916)   
    (159,916)
Change in derivative liability       
        
    32,959    
    32,959 
Net loss       
        
        (3,385,285)   (3,385,285)
Balance, June 30, 2022   1,000   $
    212,841   $21   $38,973,251   $(34,974,362)  $3,999,090 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

4

 

 

SMART FOR LIFE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

 

   Six Months Ended
June 30,
 
   2023   2022 
Cash flows from operating activities:        
Net loss  $(8,504,311)  $(19,959,762)
Adjustments to reconcile net loss to net cash used in operating activities:          
Debt issuance cost   1,021,292    753,929 
Discount on debt obtained   
    667,012 
Depreciation and amortization expense   1,198,808    853,105 
Gain on extinguishment of debt   (257,037)   (134,956
Impairment on intangible assets   466,737    
 
Stock-based compensation   80,208    822,626 
Interest expense associated with warrants issued with debt   
    65,624 
Interest expense associated with future equity agreements   
    10,844,961 
Non-cash financing expenses – stock issued for services   99,200    
 
Non-cash operating lease costs, net   19,970    11,628 
Change in value of derivative liability   
    235,640 
Provision for bad debt   107,532    
 
Changes in operating assets and liabilities:          
Accounts receivable, net   (67,438)   (501,432)
Inventory   772,689    (1,547,694)
Prepaid expenses and other current assets   (51,133)   62,183 
Deposits and other assets   (158,973)   
 
Accounts payable   (388,565)   1,030,027 
Accrued expenses   883,626    (178,297)
Accrued expenses, related parties   297,324    439,171 
Deferred revenue   (22,549)   539,360 
Net cash used in operating activities   (4,502,620)   (5,996,875)
           
Cash flows from investing activities:          
Deposit on acquisition   
    (1,000,000)
Additions to property and equipment   (3,450)   (67,717)
Net cash used in investing activities   (3,450)   (1,067,717)
           
Cash flows from financing activities:          
Receipts from related parties   
    358,004 
Payments to related parties   
    (1,868,083)
Proceeds from initial public offering   
    12,738,288 
Proceeds from issuance of common stock, net   2,151,310    
 
Proceeds from exercise of warrants   5,425,140    
 
Proceeds from debt   2,053,071    3,230,546 
Repayments on debt   (4,817,483)   (7,438,462)
Payment of fees from issuance of common stock   
    (53,549)
Net cash provided by financing activities   4,812,038    6,966,744 
           
Net increase (decrease) in cash   305,968    (97,848)
Cash, beginning of period   69,714    205,093 
Cash, end of period  $375,682   $107,245 
           
Supplemental disclosure of cash flow information:          
Interest paid  $1,661,288   $1,144,875 
           
Non-cash investing and financing activities:          
Stock issued for conversion of accounts payable  $
   $147,223 
Stock issued for conversion of accrued compensation  $1,178,311   $
 
Stock issued for conversion of convertible notes and interest  $6,462,691   $5,696,612 
Stock issued for exercise of warrants  $

119

   $ 
Conversion of notes payable to accrued expenses  $26,471   $
 
Conversion of interest to notes payable  $334,950   $
 
Stock issued for conversion of accrued board fees  $30,000   $
 
Equipment obtained with financing  $
   $146,765 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

5

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Note 1 — Description of Business

 

Smart for Life, Inc., formerly Bonne Santé Group, Inc. (“SMFL”), is a Nevada corporation which was formed on February 2, 2017. Structured as a global holding company, it is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutraceutical and related products with an emphasis on Health & Wellness.

 

On March 8, 2018, SMFL acquired 51% of Millenium Natural Manufacturing Corp. and Millenium Natural Health Products, Inc. On October 8, 2019, SMFL entered into an agreement to acquire the remaining 49% of these companies, subject to certain conditions which were subsequently met. On September 30, 2020, the name of Millenium Natural Manufacturing Corp. was changed to Bonne Sante Natural Manufacturing, Inc. (“BSNM”), and on November 24, 2020, Millenium Natural Health Products Inc. was merged into BSNM. Based in Doral, Florida, BSNM operates a 22,000 square-foot FDA-certified manufacturing facility. It manufactures nutritional products for a significant number of customers.

 

On July 1, 2021, SMFL acquired 100% of Doctors Scientific Organica, LLC d/b/a Smart for Life, Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. On August 27, 2021, SMFL transferred all of the equity interests of Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. to Doctors Scientific Organica, LLC. On May 19, 2022, SMFL acquired 100% of Lavi Enterprises, LLC. On the same date, SMFL transferred all of the equity interests of Lavi Enterprises, LLC to Doctors Scientific Organica, LLC. On December 13, 2022, Oyster Management Services, Ltd. was converted to a limited liability company known as Oyster Management Services, L.L.C. As a result of the foregoing, Oyster Management Services, L.L.C., Lawee Enterprises, L.L.C., U.S. Medical Care Holdings, L.L.C. and Lavi Enterprises, LLC are now wholly owned subsidiaries of Doctors Scientific Organica, LLC (collectively, “DSO”). Based in Riviera Beach, Florida, DSO operates a 30,000 square-foot FDA-certified manufacturing facility. DSO manufactures and sells weight management foods and related products. Additionally, DSO provides manufacturing services for other customers.

 

On August 24, 2021, Smart for Life Canada Inc. (“DSO Canada”) was established as a wholly owned subsidiary of Doctors Scientific Organica, LLC in Canada. SMFL Canada sells retail products through a retail store location in Montreal Canada and the same location also acts as distribution center for international direct to consumer and big box customers. It maintains inventory and employees at this location.

 

On November 8, 2021, SMFL acquired 100% of Nexus Offers, Inc. (“Nexus”). Nexus is a network platform in the affiliate marketing space. Affiliate marketing is an advertising model in which a product vendor compensates third-party digital marketers to generate traffic or leads for the product vendor’s products and services. The third-party digital marketers are referred to as affiliates, and the commission fee incentivizes them to find ways to promote the products being sold by the product vendor. Based in Miami, Florida, Nexus operates virtually.

 

On December 6, 2021, SMFL acquired 100% of GSP Nutrition Inc. (“GSP”). GSP is a sports nutrition company that offers nutritional supplements for athletes and active lifestyle consumers under the Sports Illustrated Nutrition brand. Based in Miami, Florida, GSP operates virtually. 

 

On July 29, 2022, SMFL acquired 100% of Ceautamed Worldwide, LLC and its wholly-owned subsidiaries Wellness Watchers Global, LLC and Greens First Female LLC (collectively, “Ceautamed”). Ceautamed is based in Boca Raton, Florida and owns the Greens First line of branded products which have been specifically marketed to the healthcare provider sector. 

 

On August 15, 2022, SMFL entered into a joint venture with a seller of Ceautamed to form Smart Acquisition Group, LLC. This subsidiary is 50% owned by the Company and 50% owned by Stuart Benson, the former owner and principal of Ceautamed. This company was formed to expand M&A growth initiatives through the identification, negotiation, financing and acquisition of companies by SMFL.

 

6

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Note 2 — Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The condensed consolidated financial statements reflect the consolidated operations of SMFL and its wholly owned subsidiaries BSNM, DSO, DSO Canada, Nexus, GSP, and Ceautamed (collectively the “Company”) and are prepared in the United States Dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The Company’s fiscal year end is December 31. The Company uses the accrual method of accounting. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. The December 31, 2022 balance sheet has been derived from audited consolidated financial statements.

 

The accompanying unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.

 

The unaudited financial information included in this report includes all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results of the full fiscal year.

 

The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s financial statements for the fiscal year ended December 31, 2022.

 

The December 31, 2022 condensed consolidated balance sheet reflected within the accompanying condensed consolidated financial statements reflects a change for a correction of an immaterial error. The error pertains to the classification of assets acquired in the acquisitions of Nexus and Ceautamed. A reclassification of $4,464,100 from intangible assets to goodwill is reflected within these condensed consolidated financial statements.

 

On April 24, 2023, the Company effected a 1-for-50 reverse stock split. As a result of this reverse split, the Company’s issued and outstanding common stock decreased from 40,440,129 shares to 822,303 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements.

 

On August 2, 2023, the Company effected a 1-for-3 reverse stock split. As a result of this reverse split, the Company’s issued and outstanding common stock decreased from 4,737,589 shares to 1,594,082 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased from 500,000,000 shares to 166,666,667 shares.

 

Liquidity, Capital Resources and Going Concern

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses and has a deficiency in working capital of approximately $9.6 million at June 30, 2023, which raises substantial doubt about its ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Going concern

 

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. At June 30, 2023 the Company has a working capital deficiency of approximately $9.6 million.  Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. 

 

The Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

7

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Use of Estimates

 

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include, among other items, assessing the collectability of receivables, the realization of deferred taxes, useful lives and recoverability of tangible and intangible assets, assumptions used in the valuation of options, the computation of revenue based on the proportional delivery of services, and accruals for commitments and contingencies. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates.

 

Cash Equivalents

 

The Company considers all highly liquid investments purchased with an original maturity of three (3) months or less to be cash equivalents. At June 30, 2023 and December 31, 2022, there were no cash equivalents.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company’s allowance for doubtful accounts represents the Company’s estimate for uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability, as well as management’s past experience with the customers. Accounts receivables are presented net of an allowance for doubtful accounts of $110,502 and $57,581 at June 30, 2023 and December 31, 2022, respectively.

 

Inventory

 

Inventory consists of raw materials, packaging materials, and finished goods and is valued at the lower of cost (first-in, first-out) (replacement cost or net realizable value). An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. The Company primarily performs its manufacturing for functional foods and nutraceuticals in the form of bars, cookies, powders, tablets and capsules.

 

The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible the Company’s estimate of the allowance for obsolescence will change in the near term.

 

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company provides for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-7 years.

 

Goodwill

 

The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The Company evaluates its reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on December 31 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

 

No goodwill impairments were recognized during the three and six months ended June 30, 2023 and 2022.

 

Intangible Assets

 

Intangible assets consist of customer contracts, developed technology, non-compete agreements, license agreements, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP, and Ceautamed. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years.

 

8

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Long-Lived Assets

 

The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. The Company recognized an impairment related to the affiliate relationships associated with the Nexus subsidiary of $466,737, and $0 at June 30, 2023 and December 31, 2022, respectively.

 

Lease Right-of-Use Assets and Liabilities

 

The Company records a right-of-use (“ROU”) asset and lease liability on the condensed consolidated balance sheets for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition.

 

Related Parties

 

The Company follows Accounting Standards Codification (“ASC”) 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 12).

 

Debt Issuance Costs

 

In accordance with ASC 835-30, Other Presentation Matters, the Company has reported debt issuance cost as a deduction from the carrying amount of debt and amortizes these costs using the effective interest method over the term of the debt as interest expense.

 

Fair Value Measurement

 

Under ASC Topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels to the hierarchy based on the reliability of inputs, as follows:

 

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active.

 

Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

 

The Company’s cash and cash equivalents are measured using Level 1 inputs and include cash on hand, deposits in banks, certificates of deposit and money market funds. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents.

 

The fair value of debt is classified as Level 2, based on the nature of the debt and terms of the agreements.

 

The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 6 —Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value.

 

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. In the evaluation of the estimated value of such assets, data for determining the value of the estimates are utilized based on the relevant facts and circumstances. The use of different market assumptions may have a material effect on the estimated fair value amounts.

 

9

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Revenue Recognition

 

The Company evaluates and recognizes revenues by:

 

identifying the contract(s) with the customer,

 

identifying the performance obligations in the contract,

 

determining the transaction price,

 

allocating the transaction price to performance obligations in the contract; and

 

recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”).

 

Products (BSNM, DSO, GSP, and Ceautamed)

 

The Company generates product revenues by manufacturing and packaging of nutraceutical products as a contract manufacturer for customers. The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company records deferred revenues for prepaid amounts from customers due to no performance obligations being met at such time. The Company did not have any material unsatisfied performance obligations at June 30, 2023 or December 31, 2022.

 

Distribution expenses to transport the Company’s products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses.

 

Advertising /Marketing (Nexus)

 

Nexus generates advertising revenue when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales.

 

Nexus’ general payment terms are short-term in duration. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at June 30, 2023 or December 31, 2022.

 

Freight

 

Freight costs are recorded in cost of goods sold as incurred. Freight costs for the six months ended June 30, 2023 and 2022, freight costs amounted to $169,945 and $528,949, respectively. Freight costs for the three months ended June 30, 2023 and 2022 were $68,955 and $248,395, respectively.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising costs for the six months ended June 30, 2023 and 2022 were $867,157 and $1,254,356, respectively. Advertising costs for the three months ended June 30, 2023 and 2022 were $575,504 and $465,669, respectively.

 

Paycheck Protection Program

 

The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor.

 

Stock-based Compensation

 

The Company recognizes expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date and valued using a Black-Scholes option pricing model to determine the fair market value of the stock options and warrants. Forfeitures are reduced from options and warrants outstanding and the Company calculates the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. The Company then compares the recorded expense to the tax deduction received for each stock option and warrant grant. The Company’s policy is to recognize forfeitures as they occur.

 

10

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Income Taxes

 

The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At June 30, 2023 and December 31, 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s tax years subject to examination by tax authorities generally remain open for three (3) years from the date of filing.

 

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Due to the continued losses, the Company has recorded a full valuation allowance at the end of June 30, 2023 and December 31, 2022.

 

Employee Retention Credits

 

In accordance with the 2022 CARES Act, the Company filed for Employee Retention Credits for applicable periods in 2020 and 2021. As amounts to be refunded are subject to IRS calculations, and the timing for processing of the credits are unknown, the Company recognizes as other income amounts refunded upon the receipt of the payment. During the six months ended June 30, 2023 and 2022 the Company received $586,556 and $0, respectively.

 

Net Loss Per Share

 

Basic and diluted net loss per share of common stock for the three and six months ended June 30, 2023, and 2022 was determined by dividing net loss by the weighted average shares of common stock outstanding during the period. The Company’s potentially dilutive shares, consisting of 3,245,611 warrants and 47,660 stock options, have not been included in the computation of dilutive net loss per share for the 2023 periods as the result would be antidilutive. The Company’s potentially dilutive shares, consisting of 1,449,520 warrants and 25,000 stock options, have not been included in the computation of dilutive net loss per share for the 2022 periods as the result would be antidilutive.

 

Recent Accounting Standards Not Yet Adopted

 

On August 5, 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company is evaluating the impact the adoption will have on the financial statements.

 

Note 3 — Correction of Prior Period Immaterial Errors

 

The Company has identified immaterial errors in the Company’s previously issued consolidated financial statements related to intangible assets and goodwill. The error pertains to the classification of assets acquired in the acquisition of Nexus, whereby intangible assets, and the value of such assets, were overstated and goodwill was understated.

 

In evaluating whether the previously issued Consolidated Financial Statements were materially misstated for the interim or annual periods prior to December 31, 2022, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and concluded that the effect of the errors on prior period annual financial statements was immaterial. The guidance states that prior-year misstatements which, if corrected in the current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correcting prior-year financial statements for such immaterial misstatements does not require previously filed reports to be amended.

 

The adjustments required to correct the misstatement in the financial statements for the year ended December 31, 2022 are reflected in the consolidated balance sheet. The amount of the reclassification is $4,134,000.

 

As a result of the misstatement pertaining to the reclassification of the intangible assets, the Company noted an immaterial error associated with the recording of amortization expense. The Company recorded an error $279,575 of amortization during the year ended December 31, 2022, and $67,075 for the three months ended March 31, 2023, respectively, collectively $346,768 that should not have been expensed. In accordance with ASC 250, Accounting Changes and Error Correction, the change in estimate for the fiscal year 2023 and beyond is reported on a prospective basis and the prior financial statements are not restated.

11

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

The Company also reclassified $340,100 from intangible assets to goodwill as the result of the obtained independent professional purchase price allocation related to the acquisition of Ceautamed.

 

The Company’s consolidated balance sheets have been revised from the amounts previously reported to correct the error and the impact of the purchase price allocation change as shown in the table below. See Note 6.

 

Consolidated Balance Sheet as of December 31, 2022

 

   As
Previously
Reported
   PPA
Finalization
   Corrections   As Adjusted 
Intangible assets, net  $20,936,258   $(340,100)  $(4,134,000)  $16,462,158 
Goodwill   1,342,000    340,100    4,134,000    5,816,100 

 

Condensed Consolidated Balance Sheet as of March 31, 2023

 

   As
Previously
Reported
   PPA
Finalization
   Corrections   As Adjusted 
Intangible assets, net  $20,326,040   $(340,100)  $(4,134,000)  $15,851,940 
Goodwill   1,342,000    340,100    4,134,000    5,816,100 

 

Note 4 — Inventory

 

Inventory consisted of the following:

 

   June 30,
2023
   December 31,
2022
 
Raw materials  $512,962   $644,202 
Packaging materials   902,980    946,884 
Finished goods   476,870    1,074,415 
   $1,892,812   $2,665,501 

 

Note 5 — Property and Equipment

 

Property and equipment consisted of the following:

 

   Estimated
Useful Lives
(in Years)
   June 30,
2023
   December 31,
2022
 
Furniture and fixtures  7   $9,139   $9,139 
Equipment – manufacturing  5    1,346,152    1,342,702 
Building and equipment  5    3,840    3,840 
Leasehold improvements  3.5    90,099    90,099 
        1,449,230    1,445,780 
Less: accumulated depreciation and amortization       (1,091,464)   (963,561)
Property and equipment, net      $357,766   $482,219 

 

12

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Depreciation and amortization expense for the six months ended June 30, 2023 and 2022 totaled $127,903 and $142,178, respectively, which is included in depreciation and amortization expense. Depreciation and amortization expense for the three months ended June 30, 2023 and 2022 totaled $46,911 and $72,985, respectively, which is included in depreciation and amortization expense.

 

Note 6 — Intangible Assets

 

Intangible assets consisted of the following:

 

    Estimated
Useful Lives
(in Years)
  June 30,
2023
    December 31,
2022
(Restated)
 
Customer contracts   7-10   $ 6,375,525     $ 6,842,262  
Developed technology   15     1,660,000       1,660,000  
Non-compete agreements   3     840,000       840,000  
Patents   5-10     2,950,000       2,950,000  
Tradename   10-15     4,170,000       4,170,000  
Supplier contracts   10     1,800,000       1,800,000  
Licenses agreements   5     584,220       584,220  
Total intangible assets         18,379,745       18,846,482  
Less: amortization         (3,468,461 )     (2,384,324 )
Intangibles, net       $ 14,911,284     $ 16,462,158  

 

The allocation of the Nexus purchase price in 2021 to intangibles assets, including customer contracts and non-compete agreements, was based on provisional valuations performed to estimate the fair value of the assets as of the acquisition date. During the three months ended June 30, 2023, the Company noted that an immaterial error existed in the recording of the allocation of the intangible assets and has reclassified $4,134,000 from intangible assets to goodwill.

 

The allocation of the Ceautamed purchase price in 2022 to intangibles assets, including customer contracts and non-compete agreements, was based on provisional valuations performed to estimate the fair value of the assets as of the acquisition date. The Company engaged a independent valuation firm to perform a purchase price allocation, noting differences in the intangible assets and values. The independent valuation resulted in reclassification of the assets which have been represented in the December 31, 2022 balances. Additionally, $340,100 was reclassified from intangible assets to goodwill. 

 

The table below identifies the changes to each of the intangible assets as a result of the PPAs obtained related to the Nexus and Ceautamed acquisitions.

 

   December 31,
2022 previously reported
   PPA Adjustments   December 31,
2022
(As Adjusted)
 
Customer contracts   17,046,076    (10,203,814)   6,842,262 
Developed technology   1,570,000    90,000    1,660,000 
Non-compete agreements   1,595,530    (755,530)   840,000 
Patents   230,000    2,720,000    2,950,000 
Tradename   2,010,000    2,160,000    4,170,000 
Intellectual property   385,199    (385,199)   
 
Supplier contracts   
    1,800,000    1,800,000 
Licenses agreements   584,220    
    584,220 
Total intangible assets   23,421,025    (4,574,543)   18,846,482 

13

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

As a result of decreased revenues within the Nexus subsidiary during the six months ended June 30, 2023, which are not expected to recover to similar levels, the Company determined that a triggering event occurred requiring an impairment analysis in accordance with ASC 360. The impairment analysis resulted in the Company recognizing an impairment of the affiliate relationship asset associated with Nexus of $466,737.

 

Amortization for the six months ended June 30, 2023 and 2022 was $1,070,900 and $710,925, respectively, which is included in depreciation and amortization expense.

 

The future amortization is as follows:

 

Years Ending December 31:      
2023 (remainder of year)   $

1,139,074

 
2024    

2,277,688

 
2025    

1,918,440

 
2026    

1,354,076

 
2027    

1,282,372

 
Thereafter    

6,939,634

 
Total   $ 14,911,284  

 

Note 7 — Leases

 

Leases Involving Real Estate

 

Leases of distribution and manufacturing facilities, customer support centers and the Company’s corporate headquarters have lease terms that generally range from 5 to 7 years.

 

Rental payments on these leases typically provide for fixed minimum payments that increase over the lease term at predetermined amounts. Certain leases of real estate provide for rental increases based on the consumer price index (“CPI”), which are included in the Company’s measurement of lease payments based on the rate or index in effect at lease commencement, and are therefore included in the measurement of the lease liabilities.

 

Leases Involving Equipment

 

Equipment leases have lease terms that generally range from less than 4 years to 5 years. Rental payments on these leases typically provide for fixed minimum payments that increase over the lease term at predetermined amounts, are included in the measurement of lease payments, and are included in the measurement of lease liabilities. Certain of the leases involving equipment have purchase options. When those options are reasonably certain of being exercised, the Company reflects such purchase options when measuring the lease term and lease payments for those leases.

 

Financial Information

 

The following provides information about the Company’s right of use assets and lease liabilities for its operating and finance leases as of June 30, 2023 and December 31, 2022:

 

   Balance Sheet classification  June 30,
2023
   December 31,
2022
 
Right of use assets Operating leases  Operating leases right-of-use asset  $2,506,630   $2,672,866 
              
Lease liabilities             
Current             
Operating leases  Operating lease liabilities, current portion   331,811    303,819 
Noncurrent             
Operating leases  Operating lease liabilities, non-current portion   2,249,188    2,423,446 
Total lease liabilities     $2,580,999   $2,727,265 

 

The components of the Company’s lease costs for the six months ended June 30, 2023 and 2022 are as follows:

 

   Income Statement Classification  June 30,
2023
   June 30,
2022
 
Rent expense  General and administration  $298,234   $326,658 

 

14

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Supplemental cash flow information related to Company’s leases for the six months ended June 30, 2023:

 

    Operating
leases
 
Cash paid for amounts included in the measurement of lease liabilities   $ 146,266  

 

Weighted average remaining lease term and weighted average discount rate for the Company’s leases as of June 30, 2023:

 

   Operating
leases
 
Weighted average remaining term (in years)   5.42 
Weighted average discount rate   12.00%

 

Annual maturity analysis of the Company’s lease liabilities as of June 30, 2023:

 

   Operating
leases
 
2023  $308,541 
2024   633,037 
2025   651,828 
2026   671,213 
2027   658,622 
Thereafter   636,778 
Total payments   3,560,019 
Less: interest   (979,020)
Present value of lease liability   2,580,999 
Less: Current portion of lease liabilities   (331,811)
Noncurrent portion of lease liabilities  $2,249,188 

 

Note 8 — Debt

 

Original Issue Discount Subordinated Debentures

 

In June 2022, the Company commenced offerings of original issue discount subordinated debentures. As of June 30, 2023, the Company has completed multiple closings and issued debentures in the aggregate principal amount of $5,146,452, of which $1,234,413 was issued with issuances costs of $184,413 for the six months ended June 30, 2023. The debentures contain an original issue discount of 15%, or an aggregate original issue discount of $771,183. As a result, the total purchase price was $4,375,269. The debentures bear interest at a rate of 17.5% per annum and are due from January through November 2024. The outstanding principal amount and all accrued interest is due and payable on the earlier of (i) the completion of the Company’s next equity financing in which it receives gross proceeds in excess of $20 million, (ii) twenty-four months after the date of issuance or (iii) within 30 days after election of repayment from the holder so long as the election is after the 6-month anniversary of the debenture. The Company may voluntarily prepay the debentures in whole or in part without premium or penalty. The debentures contain customary events of default for a loan of this type. The debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are pari passu in right of payment to any other unsecured indebtedness incurred by the Company in favor of any third party. As of June 30, 2023, the outstanding principal balance of the debentures was $4,402,947, the unamortized debt issuance cost was $396,811 and accrued interest was $675,197. On May 30, 2023, two of the debenture agreements totaling $250,000 were converted into 1,121 shares of the Company’s Series B preferred stock. During the six months ended June 30, 2023, an aggregate of $1,045,000 was raised via these debentures.

 

15

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Original Issue Discount Secured Subordinated Note

 

On July 29, 2022, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which it sold an original issue discount secured subordinated note in the principal amount of $2,272,727 to such investor. The note contains an original issue discount of 12%, or $272,727. As a result, the total purchase price was $2,000,000, the proceeds of which were used to fund the acquisition of Ceautamed. The note shall bear interest at the rate of 16% per annum and matures on July 29, 2027. The outstanding principal and all accrued interest shall be amortized on a 60-month straight-line basis. The Company may prepay the principal and all accrued and unpaid interest on the note without penalty, in whole or in part; provided however, in no event before January 15, 2023, unless with the explicit prior written approval of the holder. The note contains customary events of default for a loan of this type. The note is guaranteed by BSNM, DSO, Nexus, GSP and Ceautamed and is secured by a security interest in all of the assets of the Company and such guarantors; provided that such security interest is subordinate to the rights of the lenders under any senior indebtedness (as defined in the note). As of June 30, 2023 the outstanding principal balance of the note was $2,242,853 the unamortized debt issuance cost was $223,141 and accrued interest was $179,428.

 

Acquisition Notes

 

On July 1, 2021, the Company issued a 6% secured subordinated promissory note in the principal amount of $3,000,000 to a related party, Sasson E. Moulavi (“Dr. Moulavi”), in connection with the acquisition of DSO. This note accrues interest at 6% per annum and the outstanding principal and interest will be amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule, with all amounts due and payable on July 1, 2024. On November 29, 2022, the Company entered into a letter agreement with Sasson E. Moulavi to amend the terms of the note. Pursuant to the letter agreement, the parties agreed to amend and restate the note to amend the amortization schedule, with the first payment deferred until February 15, 2023 and all amounts due and payable on August 15, 2024. In exchange for the agreement of Dr. Moulavi to enter into the letter agreement, the Company agreed to (i) issue to Dr. Moulavi 100,000 shares of common stock under the Company’s 2022 Equity Incentive Plan and (ii) pay to Dr. Moulavi a fee of $50,000 in cash, which shall be paid upon completion of the Company’s anticipated debt financing and is included in debt balance. The Company may prepay all or any portion of this note any time prior to maturity without premium or penalty. This note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of the assets of DSO; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. During the six months ended June 30, 2023, the Company made principal cash payments of $150,000. On May 25, 2023 the note was modified whereby $1,500,000 in principal amount of the note was converted to 6,727 shares of the Company’s Series B Preferred stock. The remaining $1,400,000 of principal plus accrued interest of $334,950 was converted into a new note with the same interest rate and maturity date. As of June 30, 2023, the outstanding principal balance of this note was $1,548,950 and accrued interest was $9,036.

 

On November 8, 2021, the Company issued a 5% secured subordinated promissory note in the principal amount of $1,900,000 to related parties, Justin Francisco and Steven Rubert, in connection with the acquisition of Nexus. This note accrued interest at 5% per annum and the outstanding principal and interest was amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule attached to the note, with all amounts due and payable on November 8, 2024. On May 25, 2023, the note was converted to 8,579 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On July 29, 2022, the Company issued secured subordinated convertible promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bore interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On May 25, 2023, the note was converted to 10,458 shares of the Company’s Series B Preferred stock which resulted in the note being fully paid at June 30, 2023.

 

16

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes shall bear interest at the rate of 5% per annum and mature on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. The outstanding principal and all accrued interest shall be amortized on a five-year straight-line basis and payable quarterly in accordance with the amortization schedule to the notes. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of June 30, 2023, the outstanding principal balance of these notes was $2,204,993, unamortized debt issuance cost was $0 and accrued interest was $102,900.

 

On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $1,300,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bear interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum ninety (90) days from the date of the note; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On November 28, 2022, the Company entered into letter agreements with the holders of most of the notes to amend the terms of these notes. Pursuant to letter agreements, the parties agreed to extend the maturity date to June 1, 2023 and agreed to a seven month payment schedule, with the first payment due December 1, 2022. The parties also agreed to increase the default interest rate from 10% to 15%. The Company also agreed that if an event of default (as defined in the notes) has occurred and is continuing, then the Company shall not create any senior indebtedness (as defined in the notes) without the consent of the holders of a majority of the principal amount of the notes. In exchange for the agreement of the holders to enter into the letter agreements, the Company agreed to pay certain amendment fees as more particularly described in the letter agreements. On April 1, 2023, the Company entered into letter agreements with the holders of most of the notes, pursuant to which the Company agreed to pay the remaining balance of the notes in two payments on May 1, 2023 and June 1, 2023. One of the note holders agreed to settle the amount due to the holder for a lesser amount, resulting in a gain on extinguishment of debt of $60,764. In addition, the Company agreed to prepay a portion of the outstanding principal and accrued interest on the notes upon the occurrence of any of the following events: (i) in the event the Company receives any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, the Company must prepay $150,000 of the outstanding principal and accrued interest on the notes; (ii) in the event the Company or any its subsidiaries raise capital through the issuance of any convertible debentures, the Company must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the net proceeds from such financing; and (iii) in the event the Company or any of its subsidiaries consummates an equity or equity-linked capital raise with the assistance of an investment bank, the Company must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the proceeds raised by the Company or any of its subsidiaries, up to an aggregate amount of $350,000, plus any then overdue principal payments. The Company is in the process of negotiating a similar extension of one remaining note in the principal amount of $100,000. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of June 30, 2023, the outstanding principal balance of these notes was $90,000, unamortized debt issuance cost was $0 and accrued interest was $4,200.

 

17

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Other Promissory Notes and Cash Advances

 

Promissory Notes

 

On July 1, 2021, the Company entered into a loan agreement with Diamond Creek Capital, LLC for a term loan in the principal amount of up to $3,000,000. The loan bears interest at a rate of 15.0% per annum, provided that upon an event of default, such rate shall increase by 5%. The loan was due and payable on the earlier of July 1, 2022 or upon completion of the Company’s initial public offering (the “IPO”). The Company repaid $1,325,000 of the principal balance and $27,604 of the interest from the proceeds of the IPO. In connection with such repayment, the lender agreed that the remaining loan is due and payable on July 1, 2023. On April 20, 2023, the Company entered into a third amendment to the loan agreement, which provides that the Company shall make a payment towards the reduction of principal in the amount of $250,000 within two business days of the earlier to occur of the following events: (i) the Company receives any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, or (ii) the completion of a public offering of securities pursuant to a Registration Statement on Form S-3. In addition, within two business days following the completion of a public offering of securities pursuant to a Registration Statement on Form S-1, the Company agreed to pay in full all outstanding amounts owing under the loan agreement. The amendment also provides that following the payment of $250,000 described above, monthly payments of principal and interest pursuant to shall be an aggregate of $30,000 per month, until the amounts owing under the loan agreement are paid in full. The loan is secured by all of the Company’s assets and contains customary events of default. As of June 30, 2023, the outstanding principal balance of this note was $750,000 and accrued interest was $52,864. As of June 30, 2023, the Company was in compliance with the covenants related to this note.

 

In 2018, the Company entered into an amended loan agreement and convertible promissory note for $200,000 with a third party. On June 30, 2023, the outstanding amount was $100,000 and accrued interest was $155,451. The amended loan agreement and convertible promissory note was in default at June 30, 2023.

 

In October 12, 2022, the Company issued promissory notes in the principal amount of $258,000 to third parties. These promissory notes bear interest of 15% to 20% and are payable on December 2022 and January 2023. During the six months ended June 30, 2023, the Company made various principal and interest payments on the notes. On May 26, 2023 only the remaining principal balance was converted into 489 shares of the Company’s Series B preferred stock, the accrued interest was not converted. As of June 30, 2023, the outstanding principal balance was $0 and accrued interest was $14,329.

 

On November 2, 2022, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bears interest at a rate of 12% and is due on demand. During the six months ended June 30, 2023 the principal balance was paid in full, however the accrued interest was not paid. At June 30, 2023, the outstanding amount was $0 and accrued interest was $2,387.

 

On December 6, 2022, the Company issued a promissory note to a board member in the principal amount of $30,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 142 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On December 21, 2022, the Company issued a promissory note to a board member in the principal amount of $100,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 472 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On February 8, 2023, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 232 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On February 14, 2023, the Company issued a promissory note to a third party in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on demand. During the six months ended June 30, 2023, the Company made various principal and interest payments on the notes. The remaining principal balance as of May 26, 2023 was converted into 93 shares of the Company’s Series B preferred stock. At June 30, 2023, the outstanding amount was $0 and accrued interest was $992

 

On February 16, 2023, the Company issued a promissory note to a third party in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on August 26, 2023. The remaining principal balance as of May 26, 2023 was converted into 224 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

18

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

On March 7, 2023, the Company issued a promissory note to a board member in the principal amount of $137,000. This note bears interest at a rate of 12% and is due on demand. During the six months ended June 30, 2023, the Company made various principal and interest payments on the notes. On May 26, 2023, $50,000 of principal and $1,137 of interest was converted 230 shares of into the Company’s Series B preferred stock. At June 30, 2023, the outstanding amount was $51,294 and accrued interest was $2,859.

 

On April 13, 2023, the Company issued a promissory note to a third party in the principal amount of $59,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 273 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On April 21, 2023, the Company issued a promissory note to a board member in the principal amount of $53,000. This note bears interest at a rate of 12% and is due on demand. At June 30, 2023, the outstanding amount was $30,000 and accrued interest was $800.

 

On June 22, 2023, the Company issued a promissory note to a board member in the principal amount of $118,000. This note bears interest at a rate of 17.5% and is due on demand. At June 30, 2023, the outstanding amount was $118,000 and accrued interest was $453.

 

A note from 2018 with a principal balance of $55,000 plus accrued interest of $24,776 was converted into 358 of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

Cash Advances

 

In June 2022, the Company entered into a cash advance agreement for $341,150 with a required repayment amount of $490,000, which required weekly payments of approximately $19,738. The cash advance agreement was fully paid at June 30, 2023.

 

In July 2022, the Company entered into a cash advance agreement for $650,000 with a required repayment amount of $897,750, which requires weekly payments of approximately $40,806. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $50,814. At June 30, 2023, the outstanding amount was $207,500.

 

In August 2022, the Company entered into a cash advance agreement for $100,000 with a required repayment amount of $146,260, which requires weekly payments of approximately $6,200. At June 30, 2023, the outstanding amount was $4,360.

 

In September 2022, the Company entered into a cash advance agreement for $243,750 with a required repayment amount of $372,500, which requires weekly payments of approximately $15,000. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $37,500. At June 30, 2023, the outstanding amount was $80,000.

 

In November 2022, the Company entered into cash advance agreements for an aggregate of $592,236 with an aggregated required repayment amount of $994,460, which requires weekly payments of approximately $52,422. In June 2023, the Company agreed to a settlement with one of the agreements for a lesser amount resulting in a gain on extinguishment of $63,968. At June 30, 2023, the outstanding amount was $139,540.

 

In December 2022, the Company entered into cash advance agreements for $293,000 with a required repayment amount of $439,207, which requires weekly payments of approximately $39,905. At June 30, 2023, the outstanding amount was $8,271.

 

In January 2023, the Company entered into cash advance agreements for $387,000 with a required repayment amount of $593,604, which required weekly payments of approximately $39,980. The cash advance agreements were fully satisfied with payments and a settlement resulting in a gain on extinguishment of $33,579 at June 30, 2023.

 

In June 2023, the Company refinanced the January 2023 agreements with balances of $284,029 and entered into cash advance agreements and received an additional $107,071 with a required repayment amount of $652,065, which requires weekly payments of approximately $48,625. At June 30, 2023, the outstanding amount was $597,065 and unamortized debt issuance cost of $234,484.

 

Equipment Financing Loan

 

In May 2022, the Company entered into an equipment financing loan for $146,765 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on April 1, 2027. At June 30, 2023, the outstanding amount was $120,938.

 

19

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

In August 2022, the Company entered into an equipment financing loan for $35,050 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on August 1, 2027. At June 30, 2023, the outstanding amount was $30,858.

 

In July 2022, the Company entered into an equipment financing loan for $8,463 used for the purchase of equipment within Ceautamed’s operations. At June 30, 2023, the outstanding amount was $5,642.

 

Revolving Lines of Credit

 

In 2021, DSO entered into two revolving lines of credit with a bank, which permit borrowings up to $958,000 and bear interest at 9.49% with no expiration date. As of June 30, 2023, the outstanding principal balance of these lines of credit was $167,110.

 

In August 2022, Ceautamed entered into a revolving line of credit with a bank, which permits borrowings up to $50,000 and bears interest at 45.09% with no expiration date. In January 2023, the Company borrowed an additional $15,000. As of June 30, 2023, the outstanding principal balance of these lines of credit was $35,003.

 

In September 2022, DSO entered into a revolving line of credit with a bank, which permits borrowings up to $70,000 and bears interest at 9.49% with no expiration date. As of June 30, 2023, the outstanding principal balance of this line of credit was $22,907.

 

EIDL Loan

 

In June 2020, pursuant to the economic injury disaster loan (“EIDL”) program under the under the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Company entered into a promissory note with the U.S. Small Business Administration (the “SBA”) with a principal amount of $300,000. This loan matures in 30 years and bears interest at a rate of 3.75%. The loan is secured by all of the Company’s assets. As of June 30, 2023, the outstanding principal balance of this loan was $300,000 and accrued interest was $33,906.

 

PPP Loans

 

In February 2021, the Company received an additional $261,164 in PPP loans under the CARES Act. This loan bears interest at a rate of 1% per annum and matures in April 2025. As of June 30, 2023, the outstanding balance of this loan was $197,457 and accrued interest was $9,422.

 

Total Debt

 

Debt is comprised of the following components as of June 30, 2023:

 

Original issue discount subordinated debentures  $4,402,947 
Original issue discount secured subordinated note   2,242,853 
Acquisition notes   3,843,943 
Promissory notes and cash advances   2,086,030 
Revolving lines of credit   225,020 
Equipment financing loan   157,438 
EIDL loan   300,000 
PPP loans   197,457 
    13,455,688 
Debt issuance costs   (872,036)
Debt, net   12,583,652 
Debt, current   5,832,144 
Debt issuance costs, current   (674,681)
Current portion of debt, net   5,157,462 
Debt, non-current   7,623,544 
Debt issuance costs, non-current   (197,355)
Non-current portion of debt, net  $7,426,190 

 

The Company was not in compliance will all debt covenants as of June 30, 2023, but waivers of non-compliance were obtained for all such debt, except as disclosed.

 

20

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

The future contractual maturities of the debt are as follows:

 

For the Year Ended December 31:    
2023 (remainder of year)  $3,520,377 
2024   6,314,304 
2025   2,352,877 
2026   518,696 
2027   537,154 
Thereafter   212,280 
Total  $12,467,739 

  

Note 9 — Concentrations of Credit Risks

 

Credit Risks

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company maintains bank accounts with several financial institutions. Concentrations of credit risk with respect to accounts receivable are limited to the dispersion of customers across different industries and geographic regions.

 

Cash

 

The Company places its cash with high credit quality financial institutions. At June 30, 2023 and December 31, 2022, the Company had no cash balances in excess of the Federal Deposit Insurance Corporation coverage of $250,000 per institution. The Company has not experienced any losses in such accounts.

 

Major Customers

 

For the six months ended June 30, 2023 and 2022, the Company had two significant customers representing an aggregate of 47% and 41% of revenues and one that makes up 33% and 71% of the accounts receivable balance, respectively.

 

For the three months ended June 30, 2023 and 2022, the Company had three and two significant customers representing an aggregate of 66% and 41% of revenues and one that makes up 33% and 71% of the accounts receivable balance, respectively. The Company’s officers are closely monitoring the relationships with all customers.

 

Major Vendors

 

For the six months ended June 30, 2023 and 2022, the Company had one major supplier representing 17% and 12% of purchases, respectively.

 

For the three months ended June 30, 2023 and 2022, the Company had one major supplier representing 15% and 13% of purchases, respectively. The Company’s officers are closely monitoring the relationships with all significant suppliers.

 

Note 10 — Income Taxes

 

The Company has evaluated the positive and negative evidence in assessing the realizability of its deferred tax assets. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax planning strategies to determine which deferred tax assets are more likely than not to be realized in the future.

 

The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At June 30, 2023 and December 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2018 are open and subject to examination by the taxing authorities.

 

At June 30, 2023, the Company had net operating loss carry forwards for federal income tax purposes of approximately $16.1 million, which will be available to offset future taxable income. The tax carryforwards have an indefinite life,

 

21

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Note 11 — Stockholders’ Equity

 

Preferred Stock

 

On June 29, 2021, the Company filed a certificate of designation with the Delaware Secretary of State to establish its series A convertible preferred stock. The Company designated a total of 8,000 shares of its preferred stock as series A convertible preferred stock. The series A convertible preferred stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Dividend Rights. Prior to February 14, 2022 (the IPO Date), holders of series A convertible preferred stock were entitled to receive cumulative dividends at a rate of 7.5% of the stated value per share ($1,000, subject to adjustment) per annum, which increased to 15% per annum after November 23, 2021 and 24% per annum after December 31, 2021. Holders of series A convertible preferred stock are no longer entitled to dividends. The dividend accrual was $600,750 as of June 30, 2023.

 

Liquidation Rights. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or upon a change of control, the holders of series A convertible preferred stock shall be entitled to receive out of the assets of the Company the same amount that a holder of common stock would receive if the series A convertible preferred stock were fully converted (disregarding for such purposes any conversion limitations) to common stock which amounts shall be paid pari passu with all holders of common stock.

 

Voting Rights. The series A convertible preferred stock has no voting rights except as set forth below. As long as any shares of series A convertible preferred stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the series A convertible preferred stock, (a) alter or change adversely the powers, preferences or rights given to the series A convertible preferred stock or alter or amend the certificate of designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the series A convertible preferred stock, (c) amend the certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of series A convertible preferred stock, or (d) enter into any agreement with respect to any of the foregoing.

 

Conversion Rights. Each share of series A convertible preferred stock is convertible, at any time and from time to time from at the option of the holder thereof, into that number of shares of common stock determined by dividing the stated value of such share of series A convertible preferred stock (plus any accrued but unpaid dividends thereon) by the conversion price. The conversion price is initially equal to $0.6667 (subject to adjustments). Notwithstanding the foregoing, the Company shall not effect any conversion, and a holder shall not have the right to convert, any portion of the series A convertible preferred stock to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the conversion. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company.

 

During the six months ended June 30, 2023, the remaining 1,000 shares of the Series A preferred stock was converted into 10,000 shares of the Company’s common stock.

 

On May 25, 2023, the Company filed a certificate of designation with the Nevada Secretary of State to establish its Series B preferred stock. The Company designated a total of 5,000,000 shares of its preferred stock as Series B preferred stock. The Series B preferred stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Dividend Rights. Holders of Series B preferred stock are entitled to receive dividends in the same form as dividends paid on shares of the common stock only when and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series B preferred stock.

 

Liquidation Rights. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series B preferred stock shall be entitled to receive out of the assets of the Company the same amount that a holder of common stock would receive if the Series B preferred stock were fully converted (disregarding for such purposes any conversion limitations) to common stock which amounts shall be paid prior to all holders of common stock.

 

Voting Rights. The Series B preferred stock shall vote together with the common stock on an as-converted basis.

 

Conversion Rights. Each share of Series B preferred stock is convertible, at any time and from time to time from at the option of the holder thereof, into that number of shares of common stock determined by dividing the stated value of such share of Series B preferred stock ($223) by the conversion price. The conversion price is $6.69 (subject to adjustments). Notwithstanding the foregoing, the Company shall not effect any conversion, and a holder shall not have the right to convert, any portion of the Series B preferred stock to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the conversion. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company.

 

22

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Common Stock

 

On February 16, 2022, the Company entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to its IPO of units, each unit consisting of one share of common stock, a Series A warrant to purchase one share of common stock and a Series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, the Company agreed to sell 9,600 units to the underwriters, at a purchase price per unit of $1,365.00 (the offering price to the public of $1,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 1,440 additional shares of common stock, up to 1,440 additional Series A warrants, and/or up to 1,440 additional Series B warrants, in any combination thereof, at a purchase price to the public of $1,497.00 per share and $1.50 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.

 

On February 18, 2022, the closing of the IPO was completed. At the closing, the underwriters partially exercised the option and purchased 1,376 Series A warrants and 1,376 Series B warrants. Therefore, the Company sold 9,600 shares of common stock, 10,976 Series A warrants and 10,976 Series B warrants for total gross proceeds of $14,404,128. After deducting the underwriting commission and expenses, the Company received net proceeds of $12,738,288.

 

On February 18, 2022, the Company issued 2,577 shares of common stock upon the conversion of the 5% secured subordinated convertible promissory note in the principal amount of $1,900,000 along with interest of $32,500 issued to Justin Francisco and Steven Rubert in connection with the acquisition of Nexus.

 

On February 18, 2022, the Company issued 4,155 shares of common stock upon the conversion of the 6% secured subordinated convertible promissory note in the principal amount of $3,000,000 along with interest of $116,000 issued to Sasson E. Moulavi in connection with the acquisition of DSO.

 

On February 18, 2022, the Company issued 1,533 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $500,000 along with interest of $74,583 issued to East West Capital LLC.

 

On February 18, 2022, the Company issued 284 additional shares of common stock to the stockholders of GSP and 99 additional shares of common stock to certain vendors of GSP in accordance with the terms of the contribution and exchange agreement described above. Based on the IPO share allocation of the unit, it was determined that the Company would issue the additional 284 shares.

 

On February 18, 2022, the Company issued an aggregate of 14,457 shares of common stock to various lenders pursuant to future equity agreements which required the Company to issue shares of common stock upon closing of the IPO, which resulted in an interest expense of $10,844,960.

 

In February through March 2022, the Company issued 7,884 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $2,250,000 along with interest of $292,500 issued to several debt holders.

 

On March 10, 2022, the Company granted restricted stock awards for an aggregate of 5,847 shares of common stock to certain directors, officers, and consultants. A total of 4,514 of these shares vested in full on the date of grant. The remaining 1,334 shares, which were granted to independent directors, vest monthly over a one-year period which were recorded as a prepaid of $46,900 at December 31, 2022. A total of 3,467 of these shares were granted under the 2020 Stock Incentive Plan described below. The remaining 2,200 were granted under the 2022 Equity Incentive Plan described below. The shares, valued at $822,626, were based on the closing trading price per share of $140.70 on the date of the grant.

 

On April 17, 2023, the Company issued 1,667 shares of common stock as compensation for amending the license agreement associated with Sports Illustrated Nutrition.

 

On May 4, 2023, a shareholder converted 1,000 shares of Series A preferred stock into 10,000 shares of common stock.

 

On May 2, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 31,534 shares of common stock and a pre-funded warrant to purchase up to 62,001 shares of common stock at an exercise price of $0.0003, at an offering price per share and pre-funded warrant of $9.615 and $9.6147, respectively. In addition, under the securities purchase agreement, the Company agreed to issue to the investor a warrant to purchase up to 93,534 shares of common stock at an exercise price of $9.24 per share in a concurrent private placement. At closing, the investor exercised the pre-funded warrant in full. Accordingly, the Company issued to the investor 93,534 shares of common stock and a warrant to purchase up to 93,534 shares of common stock at an exercise price of $9.24 per share for total gross proceeds of $899,326 and net proceeds of $751,933.

 

H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. The Company also agreed to reimburse the Placement Agent $30,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, the Company issued to the Placement Agent warrants to purchase up to 7,015 shares of common stock at an exercise price of $12.0188 per share (or 125% of the offering price).

 

23

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

On May 17, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering 68,667 shares of common stock and a pre-funded warrant to purchase up to 126,298 shares of common stock at an exercise price of $0.0003, at an offering price per share and pre-funded warrant of $8.13 and $8.1297, respectively. In addition, under the securities purchase agreement, the Company agreed to issue to the investor a warrant to purchase up to 194,964 shares of common stock at an exercise price of $7.77 per share in a concurrent private placement. At closing, the investor exercised the pre-funded warrant in full. Accordingly, the Company issued to the investor 194,964 shares of common stock and a warrant to purchase up to 194,964 shares of common stock at an exercise price of $7.77 per share for total gross proceeds of $1,585,057 and net proceeds of $1,074,377.

 

The Placement Agent acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. The Company also agreed to reimburse the Placement Agent $60,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, the Company issued to the Placement Agent warrants to purchase up to 14,623 shares of common stock at an exercise price of $10.1625 per share (or 125% of the offering price).

 

On May 24, 2023, the Company issued 1,667 shares of common stock to a note holder as compensation for amending the note.

 

During the six months ended June 30, 2023, the Company issued 878,369 shares of common stock upon exercise of warrants.

 

Stock Options and Warrants

 

In September 2020, the Company adopted its 2020 Incentive Plan (the “2020 Plan”) under which the Company is authorized to issue awards for up to 13,334 shares of common stock to directors, officers, employees, and consultants who provide services to the Company. Awards that may be granted include incentive stock options, non-qualified stock options and awards of restricted stock.

 

At June 30, 2023 and December 2022, there were 46 shares of common stock available for issuance under the 2020 Plan. The Company did not issue any other stock options under the 2020 Plan during the six months ended June 30, 2023.

 

In January 2022, the Company adopted its 2022 Equity Inventive Plan (the “2022 Plan”) under which the Company is authorized to issue awards for up to 466,667 shares of common stock to directors, officers, employees, and consultants who provide services to the Company. Awards that may be granted include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards and performance compensation awards. At June 30, 2023, there were 454,528 shares of common stock available for issuance under the 2022 Plan.

 

On August 12, 2022, the Company issued stock options to employees under the 2022 Plan for an aggregate of 7,554 shares of common stock. The stock options have an exercise price of $94.50 per share, will vest quarterly over a three-year period and expire ten (10) years after the date of issuance; provided that an option granted to Alfonso J. Cervantes, Jr., the Company’s Executive Chairman, for the purchase of 2,000 shares of common stock has an exercise price of $103.95 per share and expires five (5) years after the date of issuance. The Company did not issue any other stock options under the 2022 Plan during the six months ended June 30, 2023.

 

The Company recognized $80,208 and $0 of compensation expense related to the vesting of options based on the service period during the six months ended June 30, 2023 and 2022, respectively. The compensation expense recognized for the three months ended June 30, 2023 and 2022 was $27,735 and $0, respectively.

 

The Series A warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,050.00 per share and may be exercised on a cashless basis if the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement. The exercise price and number of shares of common stock issuable upon exercise of the Series A warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger, or consolidation.

 

The Series B warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,500.00 per share and may be exercised on a cashless basis, whereby the holder will receive one share of common stock for each Series B warrant exercised. As of June 30, 2023, 9,595 of the Series B warrants were exercised on a cashless basis and the Company issued 9,595 shares of common stock upon such exercise.

 

In the six months ended June 30, 2023 and 2022, warrant holders exercised an aggregate of 898,846 and 9,585 shares, respectively. In the three months ended June 30, 2023 and 2022 warrant holders exercised an aggregate of 870,091 and 9,585, respectively.

 

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SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

The following is a summary of options and warrants granted, exercised, forfeited and outstanding during the six months ended June 30, 2023:

 

   2023-Stock Options   2023-Warrants 
   Number of
Options
   Weighted
Average
Exercise
Price
   Number of
Warrants
   Weighted
Average
Exercise
Price
 
Outstanding at January 1, 2023   17,187   $50.31    1,506,027   $61.41 
Granted   
    
    2,623,885    5.31 
Exercised   
    
    898,846    0.51 
Forfeited   1,300    
    3    0.03 
Outstanding at June 30   15,887   $50.31    3,231,063   $20.47 
Exercisable at June 30   8,825         3,231,063      

 

   2022-Stock Options   2022-Warrants 
   Number of
Options
   Weighted
Average
Exercise
Price
   Number of
Warrants
   Weighted
Average
Exercise
Price
 
Outstanding at January 1, 2022   9,667   $1.50    98,680   $17.37 
Granted   
    
    23,219    21.00 
Exercised   1,304    
    9,585    
 
Forfeited   30    
    1,840    
 
Outstanding at June 30,   8,334   $1.50    109,807   $19.92 
Exercisable at June 30,   8,334         109,807      

 

Valuation Assumptions for Stock Options and Warrants

 

The fair value of each option and warrant issued in 2023 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate   2.86%
Expected volatility   53%
Expected life (years)   5 
Dividend yield   0%

 

The expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns. The risk-free rate is based on the U.S. Treasury yield constant maturity in effect at the time of grant for periods corresponding with the expected life of the option.

 

25

 

 

SMART FOR LIFE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2023 AND 2022

(UNAUDITED)

 

Note 12 — Commitments and Contingencies

 

From time to time, the Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

 

Note 13 — Related Party Transactions

 

The Company entered into debt with related parties which are reflected in Note 7.

 

The Company is party to a management services agreement with Trilogy Capital Group, LLC (“Trilogy”), a company controlled by the Company’s Executive Chairman. For the six months ended June 30, 2023 and 2022, the Company paid Trilogy $27,547 and $0, respectively, for the three months ended June 30, 2023 and 2022, the Company paid Trilogy $0 and $0, respectively, for services rendered under a consulting agreement which are reflected in the statements of operations as consulting fees – related parties.

 

Note 14 — Subsequent Events

 

In accordance with ASC 855, Subsequent Events, the Company has reviewed its operations subsequent to June 30, 2023 to the date these condensed consolidated financial statements were issued, and has determined that, except as set forth below, it does not have any material subsequent events to disclose in these financial statements.

 

Reverse Stock Split

 

On August 2, 2023, the Company effected a 1-for-3 reverse stock split of its authorized and issued and outstanding common stock. As a result of this reverse split, the Company’s authorized common stock decreased from 500,000,000 shares to 166,666,667 shares and the issued and outstanding common stock decreased from 4,737,589 shares to 1,594,082 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in the condensed, consolidated financial statements.

 

26

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report.

 

Use of Terms

 

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” are to Smart for Life, Inc., a Nevada corporation, and its consolidated subsidiaries.

 

Special Note Regarding Forward Looking Statements

 

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 

our goals and strategies;

 

our future business development, financial condition and results of operations;

 

expected changes in our revenue, costs or expenditures;

 

growth of and competition trends in our industry;

 

our expectations regarding demand for, and market acceptance of, our products;

 

our expectations regarding our relationships with investors, institutional funding partners and other parties we collaborate with;

 

fluctuations in general economic and business conditions in the markets in which we operate; and

 

relevant government policies and regulations relating to our industry.

 

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022 elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

27

 

 

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

 

Overview

 

We are engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a global holding company, we are executing a buy-and-build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues by the fourth quarter of 2026. To drive growth and earnings, we are developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels.

 

We also operate a network platform in the affiliate marketing space. Affiliate marketing is an advertising model in which a product vendor compensates third-party digital marketers to generate traffic or leads for the product vendor’s products and services. The third-party digital marketers are referred to as affiliates, and the commission fee incentivizes them to find ways to promote the products being sold by the product vendor.

 

On March 8, 2018, we acquired 51% of Millenium Natural Manufacturing Corp. and Millenium Natural Health Products Inc. and on October 9, 2019, we acquired the remaining 49% of these companies. On September 30, 2020, we changed the name of Millenium Natural Manufacturing Corp. to Bonne Sante Natural Manufacturing, Inc., or BSNM, and on November 24, 2020, we merged Millenium Natural Health Products Inc. into BSNM to better reflect our vertical integration. BSNM is a nutraceutical contract manufacturer. It specializes in a wide variety of products, from the private labeling of vitamins, dietary supplements, nutraceuticals, sport nutrition and broad-spectrum nutritional supplements, and sells them throughout the United States and around the world, including South America, Central America and Europe.

 

On July 1, 2021, we acquired 100% of Doctors Scientific Organica, LLC, Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. On August 27, 2021, we transferred all of the equity interests of Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. to Doctors Scientific Organica, LLC. On December 13, 2022, we converted Oyster Management Services, Ltd. to a limited liability company known as Oyster Management Services, L.L.C. On May 19, 2022, we acquired 100% of Lavi Enterprises, LLC, an affiliate of these companies. On the same date, we transferred all of the equity interests of Lavi Enterprises, LLC to Doctors Scientific Organica, LLC. As a result, these entities are now wholly owned subsidiaries of Doctors Scientific Organica, LLC. In this report, we collectively refer to Doctors Scientific Organica, LLC and its consolidated subsidiaries as DSO. DSO manufactures, sells and owns the Smart for Life brand of natural health and wellness meal replacement products. The brand includes proprietary hunger suppressing functional foods that are designed to work with the body’s natural ability to lose weight. It also develops premium supplements and commodities that will promote optimal health and wellness. DSO has over 15 years of experience providing high-quality products to premium retail locations and companies. Its branded vitamins and supplements are also being sold through Amazon, and this sales channel is becoming a major contributor to the growth of the brand online.

 

On August 24, 2021, we established Smart for Life Canada Inc. as a wholly owned subsidiary of DSO in Canada. This subsidiary sells retail products through a retail store location in Montreal Canada and the same location also acts as distribution center for our international direct to consumer and big box customers. We maintain inventory and employees at this location.

 

On November 8, 2021, we acquired 100% of Nexus Offers, Inc., or Nexus. Nexus operates a cost per action/cost per acquisition network. This network consists of hundreds of digital marketers who stand ready to market products introduced to the Nexus network. The cost per action/cost per acquisition model is where digital marketers are paid for an action (e.g., a product sale or lead generation) that is taken as a direct result of their marketing efforts. Through the digital marketer’s method of marketing, the digital marketer sends traffic to one of the product vendor’s offers listed on the network. 

 

On December 6, 2021, we acquired 100% of GSP Nutrition Inc., or GSP. GSP is a sports nutrition company. It offers nutritional supplements for athletes and active lifestyle consumers through a variety of wellness solutions and delivery methods, including powders, tablets and soft gels that are formulated to support energy and performance; nutrition and wellness; and focus and clarity. GSP’s initial line of nutritional products are marketed under the Sports Illustrated Nutrition brand. GSP has a license for the exclusive use of the Sports Illustrated brand (excluding the Sports Illustrated Swimsuit brand for which it has a right of first offer under the license) for certain dietary and nutritional supplements, in each case to be sold to/through certain approved accounts in the United States and Canada. The product line currently consists of whey protein isolate powder, tablet supplements for joint health, nitric oxide, post workout blends, Omega-3 supplements, and pre-workout supplements, among others.

 

28

 

 

On July 29, 2022, we acquired 100% of Ceautamed Worldwide, LLC and its wholly-owned subsidiaries Wellness Watchers Global, LLC and Greens First Female LLC (which we collectively refer to as Ceautamed). Ceautamed is based in Boca Raton, Florida and owns the Greens First line of branded products which have been specifically marketed to the healthcare provider sector. These vitamins and supplements have been sold on a business-to-business basis, direct-to-consumer as well as sold utilizing an international medical distribution company pursuant to a long-term contract. Ceautamed has historically utilized third-party contract manufacturing that will migrate to BSNM. 

 

Recent Developments

 

On August 2, 2023, we effected a 1-for-3 reverse stock split of our authorized and issued and outstanding common stock. As a result of this reverse split, our authorized common stock decreased from 500,000,000 shares to 166,666,667 shares and the issued and outstanding common stock decreased from 4,737,589 shares to 1,594,082 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in this report.

 

Principal Factors Affecting Our Financial Performance

 

Our operating results are primarily affected by the following factors:

 

our ability to acquire new customers or retain existing customers;

 

  our ability to access capital needed for operations including purchasing raw materials;

 

our ability to offer competitive product pricing;

 

our ability to broaden product offerings;

 

industry demand and competition; and

 

market conditions and our market position.

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

 

submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

 

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

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We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of our initial public offering, (ii) the last day of the first fiscal year in which our total annual gross revenues are $1.07 billion or more, (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

Results of Operations

 

Comparison of Three Months Ended June 30, 2023 and 2022

 

The following table sets forth key components of our results of operations during the three months ended June 30, 2023 and 2022, both in dollars and as a percentage of our revenues.

 

   June 30, 2023   June 30, 2022 
   Amount   % of
Revenues
   Amount   % of
Revenues
 
Revenues                
Products  $2,273,087    99.54%  $3,459,926    80.74%
Advertising   10,616    0.46%   825,565    19.26%
Total revenues   2,283,703    100.00%   4,285,491    100.00%
Cost of revenues                    
Products   1,532,561    67.11%   1,890,278    44.11%
Advertising   9,121    0.40%   614,042    14.33%
Total cost of revenues   1,541,682    67.51%   2,504,320    58.44%
Gross profit   742,021    32.49%   1,781,171    41.56%
Operating expenses                    
General and administrative   1,504,499    65.88%   1,660,773    38.75%
Compensation – administrative   1,410,735    61.77%   1,633,022    38.11%
Professional services   912,302    39.95%   665,700    15.53%
Impairment on intangible assets   466,737    20.44%       %
Depreciation and amortization expense   507,593    22.23%   430,092    10.04%
Total operating expenses   4,801,866    210.27%   4,389,587    102.43%
Operating loss   (4,059,845)   (177.77)%   (2,608,416)   (60.87)%
Other income (expense)                    
Other income (expense)   290,526    12.72%   111,599    2.60%
Gain on debt extinguishment   257,037    11.26%   134,956    3.15%
Change in fair value of derivative liability           (38,997)   (0.91)%
Interest expense   (707,714)   (30.99)%   (984,427)   (22.97)%
Total other income (expense)   (160,151)   (7.01)%   (776,869)   (18.13)%
Net loss  $(4,219,996)   (184.79)%  $(3,385,285)   (78.99)%

 

Revenues. Our total revenues decreased by $2,001,788, or 46.71%, to $2,283,703 for the three months ended June 30, 2023 from $4,285,491 for the three months ended June 30, 2022.

 

Our nutraceutical business generates revenue from the sales of nutritional and related products. Revenues from our nutraceutical business (products) decreased by $1,186,839, or 34.30%, to $2,273,087 for the three months ended June 30, 2023 from $3,459,926 for the three months ended June 30, 2022. This decrease was primarily due to our cash constraints and our inability to pay for raw materials used in the production of both branded and contract manufacturing products. The decreased revenues were the result of a decrease in the volume of products sold and not due to pricing changes.

 

Our digital marketing business generates revenues when sales of listed products are sold by product vendors through our network as a result of the marketing efforts of digital marketers. Revenues from our digital marketing business (advertising) decreased by $814,949, or 98.71%, to $10,616 for the three months ended June 30, 2023 from $825,565 for the three months ended June 30, 2022. The decrease in revenue is attributable to our cash constraints and our inability to pay affiliates which provide revenue producing customers.

 

Cost of revenues. Our total cost of revenues decreased by $962,638, or 38.44%, to $1,541,682 for the three months ended June 30, 2023 from $2,504,320 for the three months ended June 30, 2022. Such decrease is directly related to the decrease in revenues.

 

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Cost of revenues for our nutraceutical business consist of ingredients, packaging materials, freight, and labor associated with the production of various products. Cost of revenues for our nutraceutical business (products) decreased by $357,717, or 18.92%, to $1,532,561 for the three months ended June 30, 2023 from $1,890,278 for the three months ended June 30, 2022. As a percentage of product revenues, cost of revenues for product sales were 67.42% and 54.63% for the three months ended June 30, 2023, and 2022, respectively. The increased percentage is due to increased labor rates associated with production. Although we were not able to produce at capacity as in the prior year, we continued to compensate our production workforce.

 

Cost of revenues for our digital marketing business consist of commissions and bonuses paid to digital marketers. Cost of revenues from our digital marketing business (advertising) decreased by $604,921, or 98.51%, to $9,121 for the three months ended June 30, 2023 from $614,042 for the three months ended June 30, 2022. As a percentage of advertising revenues, cost of revenues for advertising sales was 85.92% and 74.38% for the three months ended June 30, 2023 and 2022, respectively.

 

Gross profit. As a result of the foregoing, our gross profit decreased by $1,039,150, or 58.34%, to $742,021 for the three months ended June 30, 2023 from $1,781,171 for the three months ended June 30, 2022. As a percentage of revenues, our gross profit was 34.49% and 41.56% for the three months ended June 30, 2023 and 2022, respectively.

 

General and administrative expensesOur general and administrative expenses consist primarily of advertising expenses, bad debts, rent expense, insurance and other expenses incurred in connection with general operations. Our general and administrative expenses decreased by $156,274, or 9.41%, to $1,504,499 for the three months ended June 30, 2023 from $1,660,773 for the three months ended June 30, 2022. Such decrease was primarily due to decreased rates for D&O insurance and reduced advertising in 2023. As a percentage of revenues, general and administrative expenses was 65.88% and 38.75% for the three months ended June 30, 2023 and 2022, respectively.

Compensation - administrative Our compensation expenses include both cash and non-cash items, including salaries plus related payroll taxes. Our compensation expenses decreased by $222,287, or 13.61%, to $1,410,735 for the three months ended June 30, 2023 from $1,633,022 for the three months ended June 30, 2022. Such decrease was primarily due to a reduction of headcount. As a percentage of revenues, compensation expenses was 61.77% and 38.11% for the three months ended June 30, 2023 and 2022, respectively.

Professional services Our professional services expenses consist primarily of investor relations, consulting, advisory, legal and audit expenses incurred in connection with general operations. Our professional services expenses increased by $246,602, or 37.04%, to $912,302 for the three months ended June 30, 2023 from $665,700 for the three months ended June 30, 2022. Such increase was primarily due to increased legal fees associated with our NASDAQ compliance, and sales and marketing consultants. As a percentage of revenues, professional services expenses was 39.95% and 15.53% for the three months ended June 30, 2023 and 2022, respectively.

 

Impairment of intangible assets. Due to a significant decrease in advertising revenues, we performed an impairment analysis on the affiliate relationships associated with our Nexus subsidiary and recognized an impairment of $466,737 during the three months ended June 30, 2023. No impairment was recognized in the three months ended June 30, 2022.

 

Depreciation and amortizationDepreciation and amortization was $507,593, or 22.23% of revenues, for the three months ended June 30, 2023, as compared to $430,092, or 10.04% of revenues, for the three months ended June 30, 2023. The increase in amortization is associated with intangible assets resulting from acquisitions.

 

Total other expense. We had $160,151 in total other expense, net, for the three months ended June 30, 2023, as compared to total other expense, net, of $776,869 for the three months ended June 30, 2022. Total other expense, net, for the three months ended June 30, 2023 consisted of interest expense of $707,714, offset by a gain on debt extinguishment of $257,037 and other income of $290,526, while other expense, net, for the three months ended June 30, 2022 consisted of interest expense of $984,427 and a change in fair value of derivative liability of $38,997, offset by a gain on debt extinguishment of $134,956 and other income of $111,599. 

 

Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $4,219,996 for the three months ended June 30, 2023, as compared to $3,385,285 for the three months ended June 30, 2022, an increase of $834,711, or 24.66%.

 

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Comparison of Six Months Ended June 30, 2023 and 2022

 

The following table sets forth key components of our results of operations during the six months ended June 30, 2023 and 2022, both in dollars and as a percentage of our revenues.

 

   June 30, 2023   June 30, 2022 
   Amount   % of
Revenues
   Amount   % of
Revenues
 
Revenues                
Products  $4,332,799    92.42%  $7,035,384    80.49%
Advertising   355,471    7.58%   1,704,993    19.51%
Total revenues   4,688,270    100.00%   8,740,377    100.00%
Cost of revenues                    
Products   2,840,006    60.58%   4,187,287    47.91%
Advertising   278,515    5.94%   1,254,356    14.35%
Total cost of revenues   3,118,521    66.52%   5,441,643    62.26%
Gross profit   1,569,749    33.48%   3,298,734    37.74%
Operating expenses                    
General and administrative   2,599,707    55.45%   3,385,121    38.73%
Compensation - administrative   2,883,107    61.50%   3,634,453    41.61%
Professional services   1,216,298    25.94%   1,306,431    14.95%
Consulting fees - related parties   27,547    0.59%        
Impairment of intangible assets   

466,737

    

9.96

%   

    

 
Depreciation and amortization expense   1,198,803    25.57%   853,102    9.76%
Total operating expenses   8,392,199    179.00%   9,179,107    105.02%
Operating loss   (6,822,450)   (145.52)%   (5,880,373)   (67.28)%
Other income (expense)                    
Other income (expense)   313,678    6.69%   (433,441)   (4.96)%
Gain on debt extinguishment   257,037    5.48%   134,956    1.54%
Change in fair value of derivative liability           (38,997)   (0.45)%
Interest expense   (2,252,576)   (48.05)%   (13,741,907)   (157.22)%
Total other income (expense)   (1,681,861)   (35.87)%   (14,079,389)   (161.08)%
Net loss  $(8,504,311)   (181.40)%  $(19,959,762)   (228.36)%

 

Revenues. Our total revenues decreased by $4,052,107, or 46.36%, to $4,688,270 for the six months ended June 30, 2023 from $8,740,377 for the six months ended June 30, 2022.

 

Revenues from our nutraceutical business (products) decreased by $2,702,585, or 38.41%, to $4,332,799 for the six months ended June 30, 2023 from $7,035,384 for the six months ended June 30, 2022. This decrease was primarily due to our cash constraints and our inability to pay for raw materials used in the production of both branded and contract manufacturing products. The decreased revenues were the result of a decrease in the volume of products sold and not due to pricing changes.

 

Revenues from our digital marketing business (advertising) decreased by $1,349,522, or 79.15%, to $355,471 for the six months ended June 30, 2023 from $1,704,993 for the six months ended June 30, 2022. The decrease in revenue is attributable to our cash constraints and the impact it had with our affiliate advertisers.

 

Cost of revenues. Our total cost of revenues decreased by $2,323,122, or 42.69%, to $3,118,521 for the six months ended June 30, 2023 from $5,441,643 for the six months ended June 30, 2022. Such decrease is directly related to the decrease in revenues.

 

Cost of revenues for our nutraceutical business (products) decreased by $1,347,281, or 32.18%, to $2,840,006 for the six months ended June 30, 2023 from $4,187,287 for the six months ended June 30, 2022. As a percentage of product revenues, cost of revenues for product sales were 65.55% and 59.52% for the six months ended June 30, 2023 and 2022, respectively.

 

Cost of revenues from our digital marketing business (advertising) decreased by $975,841, or 77.80%, to $278,515 for the six months ended June 30, 2023 from $1,254,356 for the six months ended June 30, 2022. As a percentage of advertising revenues, cost of revenues for advertising sales was 78.35% and 73.57% for the six months ended June 30, 2023 and 2022, respectively.

 

Gross profit. As a result of the foregoing, our gross profit decreased by $1,728,985, or 52.41%, to $1,569,749 for the six months ended June 30, 2023 from $3,298,734 for the six months ended June 30, 2022. As a percentage of revenues, our gross profit was 33.48% and 37.74% for the six months ended June 30, 2023 and 2022, respectively.

 

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General and administrative expensesOur general and administrative expenses decreased by $785,414, or 23.20%, to $2,599,707 for the six months ended June 30, 2023 from $3,385,121 for the six months ended June 30, 2022. Such decrease was primarily due to decreased rates for D&O insurance, IPO related expenses in February 2022 and reduced advertising in 2023. As a percentage of revenues, general and administrative expenses was 55.45% and 38.73% for the six months ended June 30, 2023 and 2022, respectively.

Compensation - administrative Our compensation expenses decreased by $751,346, or 20.67%, to $2,883,107 for the six months ended June 30, 2023 from $3,634,453 for the six months ended June 30, 2022. Such decrease was primarily due to reduced stock compensation expense in 2023 of approximately $401,000 combined with a reduction in headcount. As a percentage of revenues, compensation expenses was 61.50% and 41.58% for the six months ended June 30, 2023 and 2022, respectively.

Professional services Our professional services expenses decreased by $90,133, or 6.90%, to $1,216,298 for the six months ended June 30, 2023 from $1,306,431 for the six months ended June 30, 2022. Such decrease was primarily due to IPO expenses in 2022. As a percentage of revenues, professional services expenses was 25.94% and 14.95% for the six months ended June 30, 2023 and 2022, respectively.

Consulting fees - related parties For the six months ended June 30, 2023 and 2022, we paid Trilogy Capital Group, LLC, a company controlled by our Executive Chairman, $27,547 and $0, respectively, for services rendered under a consulting agreement.

 

Impairment of intangible assets. Due to a significant decrease in advertising revenues, we performed an impairment analysis on the affiliate relationships associated with our Nexus subsidiary and recognized an impairment of $466,737 during the six months ended June 30, 2023. No impairment was recognized in the six months ended June 30, 2022.

 

Depreciation and amortizationDepreciation and amortization was $1,198,803, or 25.57% of revenues, for the six months ended June 30, 2023, as compared to $853,102, or 9.76% of revenues, for the six months ended June 30, 2022. The increase in amortization is associated with intangible assets resulting from acquisitions.

 

Total other expense. We had $1,681,861 in total other expense, net, for the six months ended June 30, 2023, as compared to total other expense, net, of $14,079,389 for the six months ended June 30, 2022. Total other expense, net, for the six months ended June 30, 2023 consisted of interest expense of $2,252,576, offset by a gain on extinguishment of debt of $257,037 and other income of $313,678, while other expense, net, for the six months ended June 30, 2022 consisted of interest expense of $13,741,907 related to interest expense in connection with common stock issued with future equity agreements and amortization of debt issuance cost, other expense of $433,441 and change in fair value of derivative liability of $38,997, offset by a gain on extinguishment of debt of $134,956. 

 

Net loss. As a result of the cumulative effect of the factors described above, we had a net loss of $8,504,311 for the six months ended June 30, 2023, as compared to $19,959,762 for the three months ended June 30, 2022, a decrease of $11,455,451, or 57.39%.

 

Liquidity and Capital Resources

 

As of June 30, 2023, we had cash of $0.4 million. To date, we have financed our operations primarily through revenue generated from operations, bank borrowings and sales of our securities. Since our inception in 2017, we have experienced losses and as a result have continued to use cash in our operations. We have been dependent upon financing activities as we implement our acquisition strategy.

 

Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have suffered recurring losses from operations and have a working capital deficiency of $9.6 million at June 30, 2023. These conditions raise substantial doubt about our ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

It is management’s opinion that current available resources will not be sufficient to fund our planned expenditures over the next 12 months from the date hereof. Accordingly, we will be dependent on the raising of additional capital through the placement of common and preferred stock as well as debt financing in order to implement our business plan. To facilitate the raising of capital we have engaged a middle market investment banking firm which has completed two equity raises on our behalf during the second quarter of 2023 and anticipates additional rounds in the near future.

 

We are also engaged with a debt placement firm which has raised capital for prior acquisitions and is anticipated to raise debt capital for pending and prospective transactions. We are currently finalizing a previously announced acquisition, the financing for which will exceed the required purchase amount, providing additional working capital. In addition, we are in the process of arranging additional substantial debt financing for general working capital purposes.

 

There is no assurance that we will be successful with future financings, and the inability to secure financings may have a material adverse effect on our financial condition.

 

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Summary of Cash Flow

 

The following table provides detailed information about our net cash flow for the six months ended June 30, 2023 and 2022.

 

   Six Months Ended June 30, 
   2023   2022 
Net cash used in operating activities  $(4,502,620)  $(5,996,785)
Net cash used in investing activities   (3,450)   (1,067,717)
Net cash provided by financing activities   4,812,038    6,996,774 
Net change in cash   305,968    (97,758)
Cash and cash equivalents at beginning of period   69,714    205,093 
Cash and cash equivalents at end of period  $375,682   $107,335 

 

Our net cash used in operating activities was $4,502,620 for the six months ended June 30, 2023, as compared to $5,996,785 for the six months ended June 30, 2022. For the six months ended June 30, 2023, our net loss of $8,504,311, offset by depreciation and amortization of $1,198,808, a decrease in inventory of $772,689, an impairment of intangible assets of $466,737, a gain on extinguishment of debt of $352,261, were the primary drivers for cash used in operations. For the six months ended June 30, 2022, our net loss of $19,959,762 and an increase in inventory $1,547,694, offset by a decrease in accounts payable of $1,030,027, depreciation and amortization expense of $853,105, interest expense associated with warrants issued with debt of $822,626, debt issuance costs of $753,929 and a discount on debt obtained of $667,012, were the primary drivers for cash used in operations.

 

Our net cash used in investing activities was $3,450 for the six months ended June 30, 2023, which consisted of equipment purchases. For the six months ended June 30, 2022, our net cash used in investing activities was $1,067,717, which consisted of a deposit of $1,000,000 towards the acquisition of Ceautamed and $67,717 in equipment purchases.

 

Our net cash provided by financing activities was $4,812,038 for the six months ended June 30, 2023, as compared to $6,966,744 for the six months ended June 30, 2022. Net cash provided by financing activities for the six months ended June 30, 2023 consisted of proceeds from the exercise of warrants of $5,425,140, proceeds from the issuance of common stock of $2,151,310 and proceeds from debt of $2,053,071, offset by repayments on debt of $4,817,483, while net cash provided by financing activities for the six months ended June 30, 2022 consisted of net proceeds from the IPO of $12,738,288, proceeds from convertible notes and notes payable of $3,230,546 and proceeds from related parties of $358,004, offset by repayments on debt of $7,438,462, payments to related parties of $1,868,083 and payment of fees from issuance of common stock of $53,549.

 

Initial Public Offering

 

On February 16, 2022, we entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to our IPO of units, each unit consisting of one share of common stock, a Series A warrant to purchase one share of common stock and a Series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, we agreed to sell 9,600 units to the underwriters, at a purchase price per unit of $1,365.00 (the offering price to the public of $1,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 1,440 additional shares of common stock, up to 1,440 additional Series A warrants, and/or up to 1,440 additional Series B warrants, in any combination thereof, at a purchase price to the public of $1,497.00 per share and $1.50 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.

 

On February 18, 2022, the closing of our IPO was completed. At the closing, the underwriters partially exercised the option and purchased 1,376 Series A warrants and 1,376 Series B warrants. Therefore, we sold 9,600 shares of common stock, 10,976 Series A warrants and 10,976 Series B warrants for total gross proceeds of $14,404,128. After deducting the underwriting commission and expenses, we received net proceeds of approximately $12,684,739. We used the proceeds of the offering to pay off certain debt and plan to use the remaining net proceeds for working capital and general corporate purposes.

 

The Series A warrants are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,050.00 per share and may be exercised on a cashless basis if the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement.

 

The Series B warrants are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,500.00 per share and may be exercised on a cashless basis, whereby the holder will receive one share of common stock for each Series B warrant exercised. As of June 30, 2023, 9,595 of the Series B warrants were exercised on a cashless basis and we issued 9,595 shares of common stock upon such exercise.

 

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Registered Direct Offering and Related Private Placement

 

On May 2, 2023, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell, in a registered direct offering, 31,534 shares of common stock and a pre-funded warrant to purchase up to 62,001 shares of common stock at an exercise price of $0.0003, at an offering price per share and pre-funded warrant of $9.6150 and $9.6147, respectively. In addition, under the securities purchase agreement, we agreed to issue to the investor a warrant to purchase up to 93,534 shares of common stock at an exercise price of $9.24 per share in a concurrent private placement.

 

On May 5, 2023, the offering was completed. At closing, the investor exercised the pre-funded warrant in full. Accordingly, we issued to the investor 93,534 shares of common stock and a warrant to purchase up to 93,534 shares of common stock at an exercise price of $9.24 per share for total gross proceeds of $899,326 and net proceeds of $751,933.

 

H.C. Wainwright & Co., LLC, or the Placement Agent, acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. We also agreed to reimburse the Placement Agent $30,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, we issued to the Placement Agent warrants to purchase up to 7,015 shares of common stock at an exercise price of $12.0188 per share (or 125% of the offering price).

 

Second Registered Direct Offering and Related Private Placement

 

On May 17, 2023, we entered into a securities purchase agreement with an institutional investor, pursuant to which we agreed to issue and sell, in a registered direct offering 68,667 shares of common stock and a pre-funded warrant to purchase up to 126,298 shares of common stock at an exercise price of $0.0003, at an offering price per share and pre-funded warrant of $8.13 and $8.1297, respectively. In addition, under the securities purchase agreement, we agreed to issue to the investor a warrant to purchase up to 194,964 shares of common stock at an exercise price of $7.77 per share in a concurrent private placement.

 

On May 19, 2023, the offering was completed. At closing, the investor exercised the pre-funded warrant in full. Accordingly, we issued to the investor 194,964 shares of common stock and a warrant to purchase up to 194,964 shares of common stock at an exercise price of $7.77 per share for total gross proceeds of $1,585,057 and net proceeds of $1,074,377.

 

The Placement Agent acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. We also agreed to reimburse the Placement Agent $60,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, we issued to the Placement Agent warrants to purchase up to 14,623 shares of common stock at an exercise price of $10.625 per share (or 125% of the offering price).

 

Outstanding Debt

 

Original Issue Discount Subordinated Debentures

 

In June 2022, we commenced offerings of original issue discount subordinated debentures. As of June 30, 2023, we have completed multiple closings and issued debentures in the aggregate principal amount of $5,146,452, of which $1,234,413 was issued with issuances costs of $184,413 for the six months ended June 30, 2023. The debentures contain an original issue discount of 15%, or an aggregate original issue discount of $771,183. As a result, the total purchase price was $4,375,269. The debentures bear interest at a rate of 17.5% per annum and are due from January through November 2024. The outstanding principal amount and all accrued interest is due and payable on the earlier of (i) the completion of our next equity financing in which it receives gross proceeds in excess of $20 million, (ii) twenty-four months after the date of issuance or (iii) within 30 days after election of repayment from the holder so long as the election is after the 6-month anniversary of the debenture. We may voluntarily prepay the debentures in whole or in part without premium or penalty. The debentures contain customary events of default for a loan of this type. The debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are pari passu in right of payment to any other unsecured indebtedness incurred by us in favor of any third party. As of June 30, 2023, the outstanding principal balance of the debentures was $4,402,947, the unamortized debt issuance cost was $396,811 and accrued interest was $675,197. Two of the debenture agreements totaling $250,000 as of May 30, 2023 were converted into 1,121 shares of our Series B preferred stock. During the six months ended June 30, 2023, an aggregate of $1,045,000 was raised via these debentures.

 

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Original Issue Discount Secured Subordinated Note

 

On July 29, 2022, we entered into a securities purchase agreement with an accredited investor, pursuant to which it sold an original issue discount secured subordinated note in the principal amount of $2,272,727 to such investor. The note contains an original issue discount of 12%, or $272,727. As a result, the total purchase price was $2,000,000, the proceeds of which were used to fund the acquisition of Ceautamed. The note shall bear interest at the rate of 16% per annum and matures on July 29, 2027. The outstanding principal and all accrued interest shall be amortized on a 60-month straight-line basis. We may prepay the principal and all accrued and unpaid interest on the note without penalty, in whole or in part; provided however, in no event before January 15, 2023, unless with the explicit prior written approval of the holder. The note contains customary events of default for a loan of this type. The note is guaranteed by BSNM, DSO, Nexus, GSP and Ceautamed and is secured by a security interest in all of the assets of our company and such guarantors; provided that such security interest is subordinate to the rights of the lenders under any senior indebtedness (as defined in the note). As of June 30, 2023 the outstanding principal balance of the note was $2,242,853, the unamortized debt issuance cost was $223,141, and accrued interest was $179,428.

 

Acquisition Notes

 

On July 1, 2021, we issued a 6% secured subordinated promissory note in the principal amount of $3,000,000 to a related party, Sasson E. Moulavi, in connection with the acquisition of DSO. This note accrues interest at 6% per annum and the outstanding principal and interest will be amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule, with all amounts due and payable on July 1, 2024. On November 29, 2022, we entered into a letter agreement with Sasson E. Moulavi to amend the terms of the note. Pursuant to the letter agreement, the parties agreed to amend and restate the note to amend the amortization schedule, with the first payment deferred until February 15, 2023 and all amounts due and payable on August 15, 2024. We may prepay all or any portion of this note any time prior to maturity without premium or penalty. This note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of the assets of DSO; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. During the six months ended June 30, 2023, we made principal cash payments of $150,000. On May 25, 2023, the note was modified whereby $1,500,000 in principal amount of the note was converted in exchange for 6,727 shares of our Series B preferred stock. The remaining $1,400,000 of principal plus accrued interest of $334,950 was modified into a new note with the same interest rate and maturity date. As of June 30, 2023, the outstanding principal balance of this note was $1,548,950 and accrued interest was $9,036.

 

On July 29, 2022, we issued secured subordinated promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes shall bear interest at the rate of 5% per annum and mature on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. The outstanding principal and all accrued interest shall be amortized on a five-year straight-line basis and payable quarterly in accordance with the amortization schedule to the notes. We may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of June 30, 2023, the outstanding principal balance of these notes was $2,204,993, unamortized debt issuance cost was $0 and accrued interest was $102,900.

 

On July 29, 2022, we issued secured subordinated promissory notes in the aggregate principal amount of $1,300,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bear interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum ninety (90) days from the date of the note; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On November 28, 2022, we entered into letter agreements with the holders of most of the notes to amend the terms of these notes. Pursuant to letter agreements, the parties agreed to extend the maturity date to June 1, 2023 and agreed to a seven month payment schedule, with the first payment due December 1, 2022. The parties also agreed to increase the default interest rate from 10% to 15%. We also agreed that if an event of default (as defined in the notes) has occurred and is continuing, then we shall not create any senior indebtedness (as defined in the notes) without the consent of the holders of a majority of the principal amount of the notes. On April 1, 2023, we entered into letter agreements with the holders of most of the notes, pursuant to which we agreed to pay the remaining balance of the notes in two payments on May 1, 2023 and June 1, 2023. One of the note holders agreed to settle the amount due to the holder for a lesser amount, resulting in a gain on extinguishment of debt of $60,764. In addition, we agreed to prepay a portion of the outstanding principal and accrued interest on the notes upon the occurrence of any of the following events: (i) in the event we receive any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, we must prepay $150,000 of the outstanding principal and accrued interest on the notes; (ii) in the event we or any our subsidiaries raise capital through the issuance of any convertible debentures, we must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the net proceeds from such financing; and (iii) in the event we or any of our subsidiaries consummate an equity or equity-linked capital raise with the assistance of an investment bank, we must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the proceeds raised by us, up to an aggregate amount of $350,000, plus any then overdue principal payments. We are in the process of negotiating a similar extension of one remaining note in the principal amount of $100,000. We may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of June 30, 2023, the outstanding principal balance of these notes was $90,000, unamortized debt issuance cost was $0 and accrued interest was $4,200.

 

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Other Promissory Notes and Cash Advances

 

Promissory Notes

 

On July 1, 2021, we entered into a loan agreement with Diamond Creek Capital, LLC for a term loan in the principal amount of up to $3,000,000. The loan bears interest at a rate of 15.0% per annum, provided that upon an event of default, such rate shall increase by 5%. The loan was due and payable on the earlier of July 1, 2022 or upon completion of the IPO. We repaid $1,325,000 of the principal balance and $27,604 of the interest from the proceeds of the IPO. In connection with such repayment, the lender agreed that the remaining loan is due and payable on July 1, 2023. On April 20, 2023, we entered into a third amendment to the loan agreement, which provides that we shall make a payment towards the reduction of principal in the amount of $250,000 within two business days of the earlier to occur of the following events: (i) we receive any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receive any cash from factoring or assigning the right to receive such tax refunds, or (ii) the completion of a public offering of securities pursuant to a Registration Statement on Form S-3. In addition, within two business days following the completion of a public offering of securities pursuant to a Registration Statement on Form S-1, we agreed to pay in full all outstanding amounts owing under the loan agreement. The amendment also provides that following the payment of $250,000 described above, monthly payments of principal and interest pursuant to shall be an aggregate of $30,000 per month, until the amounts owing under the loan agreement are paid in full. The loan is secured by all of our assets and contains customary events of default. As of June 30, 2023, the outstanding principal balance of this note was $750,000 and accrued interest was $52,864. As of June 30, 2023, the Company was in compliance with the covenants related to this note.

 

In 2018, we entered into an amended loan agreement and convertible promissory note for $200,000 with a third party. On June 30, 2023, the outstanding amount was $100,000 and accrued interest was $155,451.

 

On March 7, 2023, we issued a promissory note to a board member in the principal amount of $137,000. This note bears interest at a rate of 12% and is due on demand. During the six months ended June 30, 2023, we made various principal and interest payments on the notes. On May 26, 2023, $50,000 of principal and $1,317 of interest was converted into 230 shares of our Series B preferred stock. At June 30, 2023, the outstanding amount was $51,294 and accrued interest was $2,859.

 

On April 21, 2023, we issued a promissory note to a board member in the principal amount of $53,000. This note bears interest at a rate of 12% and is due on demand. At June 30, 2023, the outstanding amount was $30,000 and accrued interest was $800.

 

On June 22, 2023, we issued a promissory note to a board member in the principal amount of $118,000. This note bears interest at a rate of 17.5% and is due on demand. At June 30, 2023, the outstanding amount was $118,000 and accrued interest was $453.

 

A note from 2018 with a principal balance of $55,000 plus accrued interest of $24,776 was converted into 358 of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

Cash Advances

 

In July 2022, we entered into a cash advance agreement for $650,000 with a required repayment amount of $897,750, which requires weekly payments of approximately $40,806. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $50,814. At June 30, 2023, the outstanding amount was $207,500.

 

In August 2022, we entered into a cash advance agreement for $100,000 with a required repayment amount of $146,260, which requires weekly payments of approximately $6,200. At June 30, 2023, the outstanding amount was $4,360.

 

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In September 2022, we entered into a cash advance agreement for $243,750 with a required repayment amount of $372,500, which requires weekly payments of approximately $15,000. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $37,500. At June 30, 2023, the outstanding amount was $80,000.

 

In November 2022, the Company entered into cash advance agreements for an aggregate of $592,236 with an aggregated required repayment amount of $994,460, which requires weekly payments of approximately $52,422. In June 2023, the Company agreed to a settlement with one of the agreements for a lesser amount resulting in a gain on extinguishment of $63,968. At June 30, 2023, the outstanding amount was $139,540.

 

In June 2023, we refinanced existing agreements with balances of $284,029 and entered into cash advance agreements and received an additional $107,071 with a required repayment amount of $652,065, which requires weekly payments of approximately $48,625. At June 30, 2023, the outstanding amount was $597,065 and unamortized debt issuance cost of $234,484.

 

Equipment Financing Loan

 

In May 2022, we entered into an equipment financing loan for $146,765 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on April 1, 2027. At June 30, 2023, the outstanding amount was $120,938.

 

In August 2022, we entered into an equipment financing loan for $35,050 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on August 1, 2027. At June 30, 2023, the outstanding amount was $30,858.

 

In July 2022, we entered into an equipment financing loan for $8,463 used for the purchase of equipment within Ceautamed’s operations. At June 30, 2023, the outstanding amount was $5,642.

 

Revolving Lines of Credit

 

In 2021, we entered into two revolving lines of credit with a bank, which permit borrowings up to $958,000 and bear interest at 9.49% with no expiration date. As of June 30, 2023, the outstanding principal balance of these lines of credit was $167,110. 

 

In August 2022, we entered into a revolving line of credit with a bank, which permits borrowings up to $50,000 and bears interest at 45.09% with no expiration date. In January 2023, the Company borrowed an additional $15,000. As of June 30, 2023, the outstanding principal balance of these lines of credit was $35,003. 

 

In September 2022, we entered into a revolving line of credit with a bank, which permits borrowings up to $70,000 and bears interest at 9.49% with no expiration date. As of June 30, 2023, the outstanding principal balance of this line of credit was $22,907. 

 

EIDL Loan

 

In June 2020, pursuant to the economic injury disaster loan program under the under the provisions of the Coronavirus Aid, Relief and Economic Security Act, or the CARES Act, we entered into a promissory note with the U.S. Small Business Administration with a principal amount of $300,000. This loan matures in 30 years and bears interest at a rate of 3.75%. The loan is secured by all of our assets. As of June 30, 2023, the outstanding principal balance of this loan was $300,000 and accrued interest was $33,906.

 

PPP Loans

 

In February 2021, we received an additional $261,164 in Paycheck Protection Program loans under the CARES Act. This loan bears interest at a rate of 1% per annum and matures in April 2025. As of June 30, 2023, the outstanding balance of this loan was $197,457 and accrued interest was $9,422.

 

Contractual Obligations

 

Our principal commitments consist mostly of obligations under the loans described above and pricing/margin structures for products established with our clients. We do not have any purchase obligations with any suppliers.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

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Critical Accounting Policies

 

The preparation of our unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

 

We assess potential impairments to long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset. Therefore, as a result of decreased revenues within the Nexus subsidiary during the six months ended June 30, 2023, which are not expected to recover to similar levels, we determined that a triggering event occurred requiring an impairment analysis in accordance with ASC 360. The impairment analysis resulted in the Company recognizing an impairment of the affiliate relationship asset associated with Nexus of $466,737.

 

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission, or the SEC, on March 31, 2023.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, because of certain material weaknesses in our internal controls over financial reporting, our disclosure controls and procedures were not effective as of June 30, 2023.  The material weaknesses relate to a lack of segregation of duties between accounting and other functions and the absence of sufficient depth of in-house accounting personnel with the ability to properly account for complex transactions.  The material weaknesses related to none routine transactions related to debt, business combinations and impairment of intangible assets.

 

In response to the material weaknesses described above, during the quarter ended June 30, 2023, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with U.S. GAAP. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting or in any other factors that could significantly affect these controls during the three and six months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 1A. RISK FACTORS.

 

Not applicable.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

We have not sold any equity securities during the three months ended June 30, 2023 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter, except as follows:

 

On April 17, 2023, we issued 1,667 shares of common stock as compensation for amending a license agreement associated with Sports Illustrated Nutrition.

 

On May 24, 2023, we issued 1,667 shares of common stock to a note holder as compensation for amending the note.

 

We did not repurchase any shares of our common stock during the three months ended June 30, 2023.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

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ITEM 6. EXHIBITS.

 

Exhibit No.

  Description
3.1   Articles of Incorporation of Smart for Life, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 13, 2023)
3.2   Certificate of Amendment to Articles of Incorporation of Smart for Life, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on April 28, 2023)
3.3   Certificate of Change of Articles of Incorporation of Smart for Life, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 8, 2023)
3.4   Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 30, 2023)
3.5   Bylaws of Smart for Life, Inc. (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on April 13, 2023)
4.1   Second Amended and Restated Common Stock Purchase Warrant issued by Smart for Life, Inc. to District 2 Capital Fund LP on June 30, 2023 (incorporated by reference to Exhibit 4.3 to the Amended Registration Statement on Form S-3/A filed on July 7, 2023)
4.2   Second Amended and Restated Common Stock Purchase Warrant issued by Smart for Life, Inc. to Sabby Volatility Warrant Master Fund, Ltd. on June 30, 2023 (incorporated by reference to Exhibit 4.5 to the Amended Registration Statement on Form S-3/A filed on July 7, 2023)
4.3   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Anson East Master Fund LP on May 31, 2023 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.4   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Anson Investments Master Fund LP on May 31, 2023 (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.5   Common Stock Purchase Warrant issued by Smart for Life, Inc. to District 2 Capital Fund LP on May 31, 2023 (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.6   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Ionic Ventures, LLC on May 31, 2023 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.7   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Sabby Volatility Warrant Master Fund, Ltd. on May 31, 2023 (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.8   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Charles Worthman on May 31, 2023 (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.9   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Craig Schwabe on May 31, 2023 (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.10   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Michael Vasinkevich on May 31, 2023 (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.11   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Noam Rubinstein on May 31, 2023 (incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.12   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Armistice Capital Master Fund Ltd. on May 19, 2023 (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.13   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Charles Worthman on May 19, 2023 (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.14   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Craig Schwabe on May 19, 2023 (incorporated by reference to Exhibit 4.12 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.15   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Michael Vasinkevich on May 19, 2023 (incorporated by reference to Exhibit 4.13 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.16   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to Noam Rubinstein on May 19, 2023 (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 filed on June 5, 2023)
4.17   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Armistice Capital Master Fund Ltd. on May 5, 2023 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed on May 5, 2023)

 

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4.18   Placement Agent Common Stock Purchase Warrant issued by Smart for Life, Inc. to H.C. Wainwright & Co., LLC on May 5, 2023 (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 filed on May 5, 2023)
4.19   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on December 8, 2022 (incorporated by reference to Exhibit 4.21 to the Current Report on Form 8-K filed on December 9, 2022)
4.20   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on December 8, 2022 (incorporated by reference to Exhibit 4.22 to the Current Report on Form 8-K filed on December 9, 2022)
4.21   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Robert D. Keyser, Jr. on December 8, 2022 (incorporated by reference to Exhibit 4.23 to the Current Report on Form 8-K filed on December 9, 2022)
4.22   Common Stock Purchase Warrant issued by Smart for Life, Inc. to James Hopkins on December 8, 2022 (incorporated by reference to Exhibit 4.24 to the Current Report on Form 8-K filed on December 9, 2022)
4.23   Warrant Agent Agreement, dated February 16, 2022, between Smart for Life, Inc. and VStock Transfer, LLC and Forms of Warrants (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 23, 2022)
4.24   Warrant issued by Smart for Life, Inc. to Joseph Xiras on January 13, 2022 (incorporated by reference to Exhibit 4.21 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.25   Warrant issued by Smart for Life, Inc. to Leonite Fund I, LP on January 13, 2022 (incorporated by reference to Exhibit 4.22 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.26   Warrant issued by Smart for Life, Inc. to Laurie Rosenthal on January 7, 2022 (incorporated by reference to Exhibit 4.20 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.27   Warrant issued by Smart for Life, Inc. to Robert Rein on January 3, 2022 (incorporated by reference to Exhibit 4.19 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.28   Warrant issued by Smart for Life, Inc. to Thomas L Calkins II and Diane M Calkins JTIC on December 27, 2021 (incorporated by reference to Exhibit 4.18 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.29   Warrant issued by Smart for Life, Inc. to Ryan Hazel on December 23, 2021 (incorporated by reference to Exhibit 4.17 to Amendment No. 2 to Registration Statement on Form S-1/A filed on January 21, 2022)
4.30   Amended and Restated Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on February 1, 2022 (incorporated by reference to Exhibit 4.25 to Amendment No. 3 to Registration Statement on Form S-1/A filed on February 2, 2022)
4.31   Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on July 1, 2021 (incorporated by reference to Exhibit 4.23 to Amendment No. 3 to Registration Statement on Form S-1/A filed on February 2, 2022)
4.32   Warrant issued by Smart for Life, Inc. to Dawson James Securities, Inc. on July 1, 2021 (incorporated by reference to Exhibit 4.24 to Amendment No. 3 to Registration Statement on Form S-1/A filed on February 2, 2022)
4.33   Common Stock Purchase Warrant issued by Smart for Life, Inc. to Peah Capital, LLC on December 18, 2020 (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-1 filed on December 16, 2021)
4.34   Amendment No 1 to Common Stock Purchase Warrant, dated June 30, 2021, between Smart for Life, Inc.  and Peah Capital, LLC (incorporated by reference to Exhibit 4.15 to the Registration Statement on Form S-1 filed on December 16, 2021)
10.1   Securities Purchase Agreement, dated May 2, 2023, between Smart for Life, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 5, 2023)
10.2   Securities Purchase Agreement, dated May 17, 2023, between Smart for Life, Inc. and the investor signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 23, 2023)
10.3   Note Agreement, dated May 25, 2023, among Smart for Life, Inc., Justin Francisco, and Steven Rubert (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on May 30, 2023)
10.4   Note Agreement, dated May 25, 2023, among Smart for Life, Inc., and D&D Hayes, LLC (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on May 30, 2023)
10.5   Note Agreement, dated May 25, 2023, among Smart for Life, Inc., and RMB Industries, Inc. (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on May 30, 2023)

 

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10.6   Note Agreement, dated May 25, 2023, among Smart for Life, Inc., and RTB Childrens Trust (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed on May 30, 2023)
10.7   Note Agreement, dated May 25, 2023, among Smart for Life, Inc., and Sasson E. Moulavi (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed on May 30, 2023)
10.8   Note Agreement, dated May 26, 2023, among Smart for Life, Inc., and Barry T. Cervantes (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed on May 30, 2023)
10.9   Note Agreement, dated May 26, 2023, among Smart for Life, Inc., and Robert Rein (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed on May 30, 2023)
10.10   Executive Deferred Compensation Conversion Agreement, dated May 26, 2023, among Smart for Life, Inc., and Alfonso J. Cervantes, Jr. (incorporated by reference to Exhibit 10.21 to the Current Report on Form 8-K filed on May 30, 2023)
10.11   Executive Deferred Compensation Conversion Agreement, dated May 26, 2023, among Smart for Life, Inc. and Darren Minton (incorporated by reference to Exhibit 10.22 to the Current Report on Form 8-K filed on May 30, 2023)
10.12   Director Fee Conversion Agreement, dated May 26, 2023, among Smart for Life, Inc. and Arthur Reynolds (incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K filed on May 30, 2023)
10.13   Director Fee Conversion Agreement, dated May 26, 2023, among Smart for Life, Inc. and Robert Rein (incorporated by reference to Exhibit 10.24 to the Current Report on Form 8-K filed on May 30, 2023)
10.14   Director Fee Conversion Agreement, dated May 26, 2023, among Smart for Life, Inc. and Roger Conley Wood (incorporated by reference to Exhibit 10.25 to the Current Report on Form 8-K filed on May 30, 2023)
10.15   6% Secured Subordinated Promissory Note issued by Smart for Life, Inc. to Sasson E. Moulavi on May 26, 2023 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on May 30, 2023)
10.16   Form of Inducement Letter (incorporated by reference to Exhibit 10.26 to the Current Report on Form 8-K filed on May 30, 2023)
31.1*   Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**   Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**   Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*Filed herewith
**Furnished herewith

 

43

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 23, 2023 SMART FOR LIFE, INC.
   
  /s/ Darren C. Minton
  Name: Darren C. Minton
  Title: Chief Executive Officer
  (Principal Executive Officer)
   
  /s/ Alan B. Bergman
  Name: Alan B. Bergman
  Title: Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

44

 

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Exhibit 31.1

 

CERTIFICATIONS

 

I, Darren C. Minton, certify that:

 

1.I have reviewed this quarterly report on Form 10-Q of Smart for Life, Inc.;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.  

 

Date: August 23, 2023

 

/s/ Darren C. Minton

  Darren C. Minton
 

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

 

CERTIFICATIONS

 

I, Alan B. Bergman, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Smart for Life, Inc.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.  

 

Date: August 23, 2023

 

/s/ Alan B. Bergman

  Alan B. Bergman
 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned Chief Executive Officer of SMART FOR LIFE, INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1.The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement on August 23, 2023.

 

 

/s/ Darren C. Minton

  Darren C. Minton
 

Chief Executive Officer

(Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to Smart for Life, Inc. and will be retained by Smart for Life, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned Chief Financial Officer of SMART FOR LIFE, INC. (the “Company”), DOES HEREBY CERTIFY that:

 

1.The Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, the undersigned has executed this statement on August 23, 2023.

 

 

/s/ Alan B. Bergman

  Alan B. Bergman
 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

A signed original of this written statement required by Section 906 has been provided to Smart for Life, Inc. and will be retained by Smart for Life, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

v3.23.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2023
Aug. 18, 2023
Document Information Line Items    
Entity Registrant Name SMART FOR LIFE, INC.  
Trading Symbol SMFL  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   1,849,542
Amendment Flag false  
Entity Central Index Key 0001851860  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company true  
Entity Shell Company false  
Entity Ex Transition Period false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 001-41290  
Entity Incorporation, State or Country Code NV  
Entity Tax Identification Number 81-5360128  
Entity Address, Address Line One 990 S Rogers Circle  
Entity Address, Address Line Two Suite 3  
Entity Address, City or Town Boca Raton  
Entity Address, State or Province FL  
Entity Address, Postal Zip Code 33487  
City Area Code (786)  
Local Phone Number 749-1221  
Title of 12(b) Security Common Stock, par value $0.0001 per share  
Security Exchange Name NASDAQ  
Entity Interactive Data Current Yes  
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash $ 375,682 $ 69,714
Accounts receivable, net 521,800 561,894
Inventory 1,892,812 2,665,501
Prepaid expenses and other current assets 358,000 306,867
Total current assets 3,148,294 3,603,976
Property and equipment, net 357,766 482,219
Intangible assets, net 14,911,284 16,462,158
Goodwill 5,816,100 5,816,100
Deposits and other assets 268,611 109,638
Operating lease right-of-use assets 2,506,630 2,672,866
Total other assets 23,860,391 25,542,981
Total assets 27,008,685 29,146,957
Current liabilities:    
Accounts payable 3,711,626 4,123,837
Accrued expenses 2,263,800 1,888,013
Accrued expenses, related parties 66,964 947,951
Deferred revenue 640,330 662,879
Preferred stock dividends payable 600,750 600,750
Operating lease liability, current 331,811 303,819
Debt, current, net of debt discounts 5,157,462 6,616,273
Total current liabilities 12,772,743 15,143,522
Long-term liabilities:    
Operating lease liability, noncurrent 2,249,188 2,423,446
Debt, noncurrent, net of debt issuance cost 7,426,190 13,941,973
Total long-term liabilities 9,675,378 16,365,419
Total liabilities 22,448,121 31,508,941
Commitments and contingencies
Stockholders’ Equity    
Preferred stock, value
Common Stock, $.0001 par value, 500,000,000 shares authorized, 1,445,864 and 245,187 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 145 25
Additional paid in capital 58,057,141 42,630,406
Accumulated deficit (53,496,726) (44,992,415)
Total stockholders’ equity 4,560,564 (2,361,984)
Total liabilities and stockholders’ equity 27,008,685 29,146,957
Series A Convertible Preferred Stock    
Stockholders’ Equity    
Preferred stock, value
Series B Preferred Stock    
Stockholders’ Equity    
Preferred stock, value $ 4
v3.23.2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 1,445,864 245,187
Common stock, shares outstanding 1,445,864 245,187
Series A Convertible Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 8,000 8,000
Preferred stock, shares issued 0 1,000
Preferred stock, shares outstanding 0 1,000
Series B Preferred Stock    
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 34,818 0
Preferred stock, shares outstanding 34,818 0
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenues        
Total revenues $ 2,283,703 $ 4,285,491 $ 4,688,270 $ 8,740,377
Cost of revenues        
Total cost of revenues 1,541,682 2,504,320 3,118,521 5,441,643
Gross profit 742,021 1,781,171 1,569,749 3,298,734
Operating expenses        
General and administrative 1,504,499 1,660,773 2,599,707 3,385,121
Compensation – administrative 1,410,735 1,633,022 2,883,107 3,634,453
Professional services 912,302 665,700 1,216,298 1,306,431
Consulting fees – related parties 27,547
Impairment of intangible assets 466,737 466,737
Depreciation and amortization expense 507,593 430,092 1,198,803 853,102
Total operating expenses 4,801,866 4,389,587 8,392,199 9,179,107
Operating loss (4,059,845) (2,608,416) (6,822,450) (5,880,373)
Other income (expense) 290,526 111,599 313,678 (433,441)
Gain on debt extinguishment 257,037 134,956 257,037 134,956
Change in fair value of derivative liability (38,997) (38,997)
Interest expense (707,714) (984,427) (2,252,576) (13,741,907)
Total other income (expense) (160,151) (776,869) (1,681,861) (14,079,389)
Net loss (4,219,996) (3,385,285) (8,504,311) (19,959,762)
Series A preferred stock dividends (159,916) (245,333)
Net loss attributable to common stockholders $ (4,219,996) $ (3,545,201) $ (8,504,311) $ (20,205,095)
Loss per share, basic (in Dollars per share) $ (5.84) $ (16.77) $ (17.18) $ (116.39)
Weighted average shares outstanding, basic (in Shares) 722,205 211,425 495,114 173,592
Products        
Revenues        
Total revenues $ 2,273,087 $ 3,459,926 $ 4,332,799 $ 7,035,384
Cost of revenues        
Total cost of revenues 1,532,561 1,890,278 2,840,006 4,187,287
Advertising        
Revenues        
Total revenues 10,616 825,565 355,471 1,704,993
Cost of revenues        
Total cost of revenues $ 9,121 $ 614,042 $ 278,515 $ 1,254,356
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Loss per share, diluted $ (5.84) $ (16.77) $ (17.18) $ (116.39)
Weighted average shares outstanding, diluted 722,205 211,425 495,114 173,592
v3.23.2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($)
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2021 $ 1 $ 9 $ 8,923,852 $ (15,014,600) $ (6,090,738)
Balance (in Shares) at Dec. 31, 2021 8,000 92,917      
Stock issued for services $ 1 822,625 822,626
Stock issued for services (in Shares) 5,847      
Stock issued for cash with initial public offering $ 1 10,623,491 10,623,492
Stock issued for cash with initial public offering (in Shares) 9,600      
Series A warrants issued in connection with initial public offering 1,902,689 1,902,689
Series A warrants issued in connection with initial public offering (in Shares)      
Series B warrants in connection with initial public offering 158,558 158,558
Series B warrants in connection with initial public offering (in Shares)      
Warrants issued in connection with debt 65,624 65,624
Warrants issued in connection with debt (in Shares)      
Stock issued upon exercise of Series B Warrants $ 1 (1)
Stock issued upon exercise of Series B Warrants (in Shares) 9,585      
Stock issued upon conversion of convertible notes $ 1 5,622,884 5,622,885
Stock issued upon conversion of convertible notes (in Shares) 8.264      
Stock issued in connection with acquisition    
Stock issued in connection with acquisition (in Shares) 283      
Stock issued for conversion of accounts payable   147,223 147,223
Stock issued for conversion of accounts payable (in Shares) 98      
Stock issued upon conversion of preferred stock $ (1) $ 7 (6)
Stock issued upon conversion of preferred stock (in Shares) (7,000) 69,996      
Common stock issued under future equity agreements $ 1 10,844,959 10,844,960
Common stock issued under future equity agreements (in Shares) 14,460      
Preferred stock dividend payable (85,417) (85,417)
Preferred stock dividend payable (in Shares)      
Net loss (16,574,477) (16,574,477)
Balance at Mar. 31, 2022 $ 21 39,026,481 (31,589,077) 7,437,425
Balance (in Shares) at Mar. 31, 2022 1,000 211,049      
Balance at Dec. 31, 2021 $ 1 $ 9 8,923,852 (15,014,600) $ (6,090,738)
Balance (in Shares) at Dec. 31, 2021 8,000 92,917      
Exercise of warrants (in Shares)         9,585
Net loss         $ (19,959,762)
Balance at Jun. 30, 2022 $ 21 38,973,251 (34,974,362) 3,999,090
Balance (in Shares) at Jun. 30, 2022 1,000 212,841      
Balance at Mar. 31, 2022 $ 21 39,026,481 (31,589,077) 7,437,425
Balance (in Shares) at Mar. 31, 2022 1,000 211,049      
Common stock issued upon conversion of promissory note 73,727 73,727
Common stock issued upon conversion of promissory note (in Shares)   488      
Common stock issued upon option exercise
Common stock issued upon option exercise (in Shares)   1,303      
Change in derivative liability 32,959 $ 32,959
Exercise of warrants (in Shares)         9,585
Preferred stock dividend payable (159,916) $ (159,916)
Net loss   (3,385,285) (3,385,285)
Balance at Jun. 30, 2022 $ 21 38,973,251 (34,974,362) 3,999,090
Balance (in Shares) at Jun. 30, 2022 1,000 212,841      
Balance at Dec. 31, 2022 $ 25 42,630,406 (44,992,415) (2,361,984)
Balance (in Shares) at Dec. 31, 2022 1,000 245,187      
Exercise of warrants $ 2 117 119
Exercise of warrants (in Shares) 20,498      
Stock based compensation 52,473 52,473
Stock based compensation (in Shares)      
Net loss (4,284,315) (4,284,315)
Balance at Mar. 31, 2023 $ 27 42,682,996 (49,276,730) (6,593,707)
Balance (in Shares) at Mar. 31, 2023 1,000 265,685      
Balance at Dec. 31, 2022 $ 25 42,630,406 (44,992,415) $ (2,361,984)
Balance (in Shares) at Dec. 31, 2022 1,000 245,187      
Exercise of warrants (in Shares)         898,846
Net loss         $ (8,504,311)
Balance at Jun. 30, 2023 $ 4 $ 145 58,057,141 (53,496,726) 4,560,564
Balance (in Shares) at Jun. 30, 2023 34,818 1,445,864      
Balance at Mar. 31, 2023 $ 27 42,682,996 (49,276,730) (6,593,707)
Balance (in Shares) at Mar. 31, 2023 1,000 265,685      
Conversion of notes and interest $ 3 6,462,688 6,462,691
Conversion of notes and interest (in Shares) 29,398        
Conversion of preferred stock $ 1 (1)
Conversion of preferred stock (in Shares) (1,000) 10,000      
Stock issued for services 99,199 99,199
Stock issued for services (in Shares)   3,334      
Conversion of board fees 30,000 30,000
Conversion of board fees (in Shares) 135        
Conversion of accrued compensation $ 1 1,178,310 1,178,311
Conversion of accrued compensation (in Shares) 5,285        
Shares issued for cash $ 29 2,151,281 2,151,310
Shares issued for cash (in Shares)   288,498      
Exercise of warrants $ 88 5,424,933 $ 5,425,021
Exercise of warrants (in Shares)   878,347     870,091
Stock based compensation 27,735 $ 27,735
Net loss (4,219,996) (4,219,996)
Balance at Jun. 30, 2023 $ 4 $ 145 $ 58,057,141 $ (53,496,726) $ 4,560,564
Balance (in Shares) at Jun. 30, 2023 34,818 1,445,864      
v3.23.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net loss $ (8,504,311) $ (19,959,762)
Adjustments to reconcile net loss to net cash used in operating activities:    
Debt issuance cost 1,021,292 753,929
Discount on debt obtained 667,012
Depreciation and amortization expense 1,198,808 853,105
Gain on extinguishment of debt (257,037) (134,956)
Impairment on intangible assets 466,737
Stock-based compensation 80,208 822,626
Interest expense associated with warrants issued with debt 65,624
Interest expense associated with future equity agreements 10,844,961
Non-cash financing expenses – stock issued for services 99,200
Non-cash operating lease costs, net 19,970 11,628
Change in value of derivative liability 235,640
Provision for bad debt 107,532
Changes in operating assets and liabilities:    
Accounts receivable, net (67,438) (501,432)
Inventory 772,689 (1,547,694)
Prepaid expenses and other current assets (51,133) 62,183
Deposits and other assets (158,973)
Accounts payable (388,565) 1,030,027
Accrued expenses 883,626 (178,297)
Accrued expenses, related parties 297,324 439,171
Deferred revenue (22,549) 539,360
Net cash used in operating activities (4,502,620) (5,996,875)
Cash flows from investing activities:    
Deposit on acquisition (1,000,000)
Additions to property and equipment (3,450) (67,717)
Net cash used in investing activities (3,450) (1,067,717)
Cash flows from financing activities:    
Receipts from related parties 358,004
Payments to related parties (1,868,083)
Proceeds from initial public offering 12,738,288
Proceeds from issuance of common stock 2,151,310
Proceeds from exercise of warrants 5,425,140
Proceeds from debt 2,053,071 3,230,546
Repayments on debt (4,817,483) (7,438,462)
Payment of fees from issuance of common stock (53,549)
Net cash provided by financing activities 4,812,038 6,966,744
Net increase (decrease) in cash 305,968 (97,848)
Cash, beginning of period 69,714 205,093
Cash, end of period 375,682 107,245
Supplemental disclosure of cash flow information:    
Interest paid 1,661,288 1,144,875
Non-cash investing and financing activities:    
Stock issued for conversion of accounts payable 147,223
Stock issued for conversion of accrued compensation 1,178,311
Stock issued for conversion of convertible notes and interest 6,462,691 5,696,612
Stock issued for exercise of warrants 119  
Conversion of notes payable to accrued expenses 26,471
Conversion of interest to notes payable 334,950
Stock issued for conversion of accrued board fees 30,000
Equipment obtained with financing $ 146,765
v3.23.2
Description of Business
6 Months Ended
Jun. 30, 2023
Description of Business [Abstract]  
Description of Business

Note 1 — Description of Business

 

Smart for Life, Inc., formerly Bonne Santé Group, Inc. (“SMFL”), is a Nevada corporation which was formed on February 2, 2017. Structured as a global holding company, it is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutraceutical and related products with an emphasis on Health & Wellness.

 

On March 8, 2018, SMFL acquired 51% of Millenium Natural Manufacturing Corp. and Millenium Natural Health Products, Inc. On October 8, 2019, SMFL entered into an agreement to acquire the remaining 49% of these companies, subject to certain conditions which were subsequently met. On September 30, 2020, the name of Millenium Natural Manufacturing Corp. was changed to Bonne Sante Natural Manufacturing, Inc. (“BSNM”), and on November 24, 2020, Millenium Natural Health Products Inc. was merged into BSNM. Based in Doral, Florida, BSNM operates a 22,000 square-foot FDA-certified manufacturing facility. It manufactures nutritional products for a significant number of customers.

 

On July 1, 2021, SMFL acquired 100% of Doctors Scientific Organica, LLC d/b/a Smart for Life, Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. On August 27, 2021, SMFL transferred all of the equity interests of Oyster Management Services, Ltd., Lawee Enterprises, L.L.C. and U.S. Medical Care Holdings, L.L.C. to Doctors Scientific Organica, LLC. On May 19, 2022, SMFL acquired 100% of Lavi Enterprises, LLC. On the same date, SMFL transferred all of the equity interests of Lavi Enterprises, LLC to Doctors Scientific Organica, LLC. On December 13, 2022, Oyster Management Services, Ltd. was converted to a limited liability company known as Oyster Management Services, L.L.C. As a result of the foregoing, Oyster Management Services, L.L.C., Lawee Enterprises, L.L.C., U.S. Medical Care Holdings, L.L.C. and Lavi Enterprises, LLC are now wholly owned subsidiaries of Doctors Scientific Organica, LLC (collectively, “DSO”). Based in Riviera Beach, Florida, DSO operates a 30,000 square-foot FDA-certified manufacturing facility. DSO manufactures and sells weight management foods and related products. Additionally, DSO provides manufacturing services for other customers.

 

On August 24, 2021, Smart for Life Canada Inc. (“DSO Canada”) was established as a wholly owned subsidiary of Doctors Scientific Organica, LLC in Canada. SMFL Canada sells retail products through a retail store location in Montreal Canada and the same location also acts as distribution center for international direct to consumer and big box customers. It maintains inventory and employees at this location.

 

On November 8, 2021, SMFL acquired 100% of Nexus Offers, Inc. (“Nexus”). Nexus is a network platform in the affiliate marketing space. Affiliate marketing is an advertising model in which a product vendor compensates third-party digital marketers to generate traffic or leads for the product vendor’s products and services. The third-party digital marketers are referred to as affiliates, and the commission fee incentivizes them to find ways to promote the products being sold by the product vendor. Based in Miami, Florida, Nexus operates virtually.

 

On December 6, 2021, SMFL acquired 100% of GSP Nutrition Inc. (“GSP”). GSP is a sports nutrition company that offers nutritional supplements for athletes and active lifestyle consumers under the Sports Illustrated Nutrition brand. Based in Miami, Florida, GSP operates virtually. 

 

On July 29, 2022, SMFL acquired 100% of Ceautamed Worldwide, LLC and its wholly-owned subsidiaries Wellness Watchers Global, LLC and Greens First Female LLC (collectively, “Ceautamed”). Ceautamed is based in Boca Raton, Florida and owns the Greens First line of branded products which have been specifically marketed to the healthcare provider sector. 

 

On August 15, 2022, SMFL entered into a joint venture with a seller of Ceautamed to form Smart Acquisition Group, LLC. This subsidiary is 50% owned by the Company and 50% owned by Stuart Benson, the former owner and principal of Ceautamed. This company was formed to expand M&A growth initiatives through the identification, negotiation, financing and acquisition of companies by SMFL.

v3.23.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2 — Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The condensed consolidated financial statements reflect the consolidated operations of SMFL and its wholly owned subsidiaries BSNM, DSO, DSO Canada, Nexus, GSP, and Ceautamed (collectively the “Company”) and are prepared in the United States Dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The Company’s fiscal year end is December 31. The Company uses the accrual method of accounting. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. The December 31, 2022 balance sheet has been derived from audited consolidated financial statements.

 

The accompanying unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.

 

The unaudited financial information included in this report includes all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results of the full fiscal year.

 

The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s financial statements for the fiscal year ended December 31, 2022.

 

The December 31, 2022 condensed consolidated balance sheet reflected within the accompanying condensed consolidated financial statements reflects a change for a correction of an immaterial error. The error pertains to the classification of assets acquired in the acquisitions of Nexus and Ceautamed. A reclassification of $4,464,100 from intangible assets to goodwill is reflected within these condensed consolidated financial statements.

 

On April 24, 2023, the Company effected a 1-for-50 reverse stock split. As a result of this reverse split, the Company’s issued and outstanding common stock decreased from 40,440,129 shares to 822,303 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements.

 

On August 2, 2023, the Company effected a 1-for-3 reverse stock split. As a result of this reverse split, the Company’s issued and outstanding common stock decreased from 4,737,589 shares to 1,594,082 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased from 500,000,000 shares to 166,666,667 shares.

 

Liquidity, Capital Resources and Going Concern

 

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses and has a deficiency in working capital of approximately $9.6 million at June 30, 2023, which raises substantial doubt about its ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Going concern

 

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. At June 30, 2023 the Company has a working capital deficiency of approximately $9.6 million.  Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. 

 

The Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of Estimates

 

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include, among other items, assessing the collectability of receivables, the realization of deferred taxes, useful lives and recoverability of tangible and intangible assets, assumptions used in the valuation of options, the computation of revenue based on the proportional delivery of services, and accruals for commitments and contingencies. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates.

 

Cash Equivalents

 

The Company considers all highly liquid investments purchased with an original maturity of three (3) months or less to be cash equivalents. At June 30, 2023 and December 31, 2022, there were no cash equivalents.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company’s allowance for doubtful accounts represents the Company’s estimate for uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability, as well as management’s past experience with the customers. Accounts receivables are presented net of an allowance for doubtful accounts of $110,502 and $57,581 at June 30, 2023 and December 31, 2022, respectively.

 

Inventory

 

Inventory consists of raw materials, packaging materials, and finished goods and is valued at the lower of cost (first-in, first-out) (replacement cost or net realizable value). An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. The Company primarily performs its manufacturing for functional foods and nutraceuticals in the form of bars, cookies, powders, tablets and capsules.

 

The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible the Company’s estimate of the allowance for obsolescence will change in the near term.

 

Property and Equipment

 

Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company provides for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-7 years.

 

Goodwill

 

The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The Company evaluates its reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on December 31 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

 

No goodwill impairments were recognized during the three and six months ended June 30, 2023 and 2022.

 

Intangible Assets

 

Intangible assets consist of customer contracts, developed technology, non-compete agreements, license agreements, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP, and Ceautamed. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years.

 

Long-Lived Assets

 

The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. The Company recognized an impairment related to the affiliate relationships associated with the Nexus subsidiary of $466,737, and $0 at June 30, 2023 and December 31, 2022, respectively.

 

Lease Right-of-Use Assets and Liabilities

 

The Company records a right-of-use (“ROU”) asset and lease liability on the condensed consolidated balance sheets for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition.

 

Related Parties

 

The Company follows Accounting Standards Codification (“ASC”) 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 12).

 

Debt Issuance Costs

 

In accordance with ASC 835-30, Other Presentation Matters, the Company has reported debt issuance cost as a deduction from the carrying amount of debt and amortizes these costs using the effective interest method over the term of the debt as interest expense.

 

Fair Value Measurement

 

Under ASC Topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels to the hierarchy based on the reliability of inputs, as follows:

 

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active.

 

Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

 

The Company’s cash and cash equivalents are measured using Level 1 inputs and include cash on hand, deposits in banks, certificates of deposit and money market funds. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents.

 

The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 6 —Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value.

 

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. In the evaluation of the estimated value of such assets, data for determining the value of the estimates are utilized based on the relevant facts and circumstances. The use of different market assumptions may have a material effect on the estimated fair value amounts.

 

Revenue Recognition

 

The Company evaluates and recognizes revenues by:

 

identifying the contract(s) with the customer,

 

identifying the performance obligations in the contract,

 

determining the transaction price,

 

allocating the transaction price to performance obligations in the contract; and

 

recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”).

 

Products (BSNM, DSO, GSP, and Ceautamed)

 

The Company generates product revenues by manufacturing and packaging of nutraceutical products as a contract manufacturer for customers. The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company records deferred revenues for prepaid amounts from customers due to no performance obligations being met at such time. The Company did not have any material unsatisfied performance obligations at June 30, 2023 or December 31, 2022.

 

Distribution expenses to transport the Company’s products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses.

 

Advertising /Marketing (Nexus)

 

Nexus generates advertising revenue when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales.

 

Nexus’ general payment terms are short-term in duration. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at June 30, 2023 or December 31, 2022.

 

Freight

 

Freight costs are recorded in cost of goods sold as incurred. Freight costs for the six months ended June 30, 2023 and 2022, freight costs amounted to $169,945 and $528,949, respectively. Freight costs for the three months ended June 30, 2023 and 2022 were $68,955 and $248,395, respectively.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising costs for the six months ended June 30, 2023 and 2022 were $867,157 and $1,254,356, respectively. Advertising costs for the three months ended June 30, 2023 and 2022 were $575,504 and $465,669, respectively.

 

Paycheck Protection Program

 

The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor.

 

Stock-based Compensation

 

The Company recognizes expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date and valued using a Black-Scholes option pricing model to determine the fair market value of the stock options and warrants. Forfeitures are reduced from options and warrants outstanding and the Company calculates the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. The Company then compares the recorded expense to the tax deduction received for each stock option and warrant grant. The Company’s policy is to recognize forfeitures as they occur.

 

Income Taxes

 

The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At June 30, 2023 and December 31, 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s tax years subject to examination by tax authorities generally remain open for three (3) years from the date of filing.

 

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Due to the continued losses, the Company has recorded a full valuation allowance at the end of June 30, 2023 and December 31, 2022.

 

Employee Retention Credits

 

In accordance with the 2022 CARES Act, the Company filed for Employee Retention Credits for applicable periods in 2020 and 2021. As amounts to be refunded are subject to IRS calculations, and the timing for processing of the credits are unknown, the Company recognizes as other income amounts refunded upon the receipt of the payment. During the six months ended June 30, 2023 and 2022 the Company received $586,556 and $0, respectively.

 

Net Loss Per Share

 

Basic and diluted net loss per share of common stock for the three and six months ended June 30, 2023, and 2022 was determined by dividing net loss by the weighted average shares of common stock outstanding during the period. The Company’s potentially dilutive shares, consisting of 3,245,611 warrants and 47,660 stock options, have not been included in the computation of dilutive net loss per share for the 2023 periods as the result would be antidilutive. The Company’s potentially dilutive shares, consisting of 1,449,520 warrants and 25,000 stock options, have not been included in the computation of dilutive net loss per share for the 2022 periods as the result would be antidilutive.

 

Recent Accounting Standards Not Yet Adopted

 

On August 5, 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company is evaluating the impact the adoption will have on the financial statements.

v3.23.2
Correction of Prior Period Immaterial Errors
6 Months Ended
Jun. 30, 2023
Correction of Prior Period Immaterial Errors [Abstract]  
Correction of Prior Period Immaterial Errors

Note 3 — Correction of Prior Period Immaterial Errors

 

The Company has identified immaterial errors in the Company’s previously issued consolidated financial statements related to intangible assets and goodwill. The error pertains to the classification of assets acquired in the acquisition of Nexus, whereby intangible assets, and the value of such assets, were overstated and goodwill was understated.

 

In evaluating whether the previously issued Consolidated Financial Statements were materially misstated for the interim or annual periods prior to December 31, 2022, the Company applied the guidance of ASC 250, Accounting Changes and Error Corrections, SEC Staff Accounting Bulletin (“SAB”) Topic 1.M, Assessing Materiality and SAB Topic 1.N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and concluded that the effect of the errors on prior period annual financial statements was immaterial. The guidance states that prior-year misstatements which, if corrected in the current year would materially misstate the current year’s financial statements, must be corrected by adjusting prior year financial statements, even though such correction previously was and continues to be immaterial to the prior-year financial statements. Correcting prior-year financial statements for such immaterial misstatements does not require previously filed reports to be amended.

 

The adjustments required to correct the misstatement in the financial statements for the year ended December 31, 2022 are reflected in the consolidated balance sheet. The amount of the reclassification is $4,134,000.

 

As a result of the misstatement pertaining to the reclassification of the intangible assets, the Company noted an immaterial error associated with the recording of amortization expense. The Company recorded an error $279,575 of amortization during the year ended December 31, 2022, and $67,075 for the three months ended March 31, 2023, respectively, collectively $346,768 that should not have been expensed. In accordance with ASC 250, Accounting Changes and Error Correction, the change in estimate for the fiscal year 2023 and beyond is reported on a prospective basis and the prior financial statements are not restated.

The Company also reclassified $340,100 from intangible assets to goodwill as the result of the obtained independent professional purchase price allocation related to the acquisition of Ceautamed.

 

The Company’s consolidated balance sheets have been revised from the amounts previously reported to correct the error and the impact of the purchase price allocation change as shown in the table below. See Note 6.

 

Consolidated Balance Sheet as of December 31, 2022

 

   As
Previously
Reported
   PPA
Finalization
   Corrections   As Adjusted 
Intangible assets, net  $20,936,258   $(340,100)  $(4,134,000)  $16,462,158 
Goodwill   1,342,000    340,100    4,134,000    5,816,100 

 

Condensed Consolidated Balance Sheet as of March 31, 2023

 

   As
Previously
Reported
   PPA
Finalization
   Corrections   As Adjusted 
Intangible assets, net  $20,326,040   $(340,100)  $(4,134,000)  $15,851,940 
Goodwill   1,342,000    340,100    4,134,000    5,816,100 
v3.23.2
Inventory
6 Months Ended
Jun. 30, 2023
Inventory [Abstract]  
Inventory

Note 4 — Inventory

 

Inventory consisted of the following:

 

   June 30,
2023
   December 31,
2022
 
Raw materials  $512,962   $644,202 
Packaging materials   902,980    946,884 
Finished goods   476,870    1,074,415 
   $1,892,812   $2,665,501 
v3.23.2
Property and Equipment
6 Months Ended
Jun. 30, 2023
Property and Equipment [Abstract]  
Property and Equipment

Note 5 — Property and Equipment

 

Property and equipment consisted of the following:

 

   Estimated
Useful Lives
(in Years)
   June 30,
2023
   December 31,
2022
 
Furniture and fixtures  7   $9,139   $9,139 
Equipment – manufacturing  5    1,346,152    1,342,702 
Building and equipment  5    3,840    3,840 
Leasehold improvements  3.5    90,099    90,099 
        1,449,230    1,445,780 
Less: accumulated depreciation and amortization       (1,091,464)   (963,561)
Property and equipment, net      $357,766   $482,219 

 

Depreciation and amortization expense for the six months ended June 30, 2023 and 2022 totaled $127,903 and $142,178, respectively, which is included in depreciation and amortization expense. Depreciation and amortization expense for the three months ended June 30, 2023 and 2022 totaled $46,911 and $72,985, respectively, which is included in depreciation and amortization expense.

v3.23.2
Intangible Assets
6 Months Ended
Jun. 30, 2023
Intangible Assets [Abstract]  
Intangible Assets

Note 6 — Intangible Assets

 

Intangible assets consisted of the following:

 

    Estimated
Useful Lives
(in Years)
  June 30,
2023
    December 31,
2022
(Restated)
 
Customer contracts   7-10   $ 6,375,525     $ 6,842,262  
Developed technology   15     1,660,000       1,660,000  
Non-compete agreements   3     840,000       840,000  
Patents   5-10     2,950,000       2,950,000  
Tradename   10-15     4,170,000       4,170,000  
Supplier contracts   10     1,800,000       1,800,000  
Licenses agreements   5     584,220       584,220  
Total intangible assets         18,379,745       18,846,482  
Less: amortization         (3,468,461 )     (2,384,324 )
Intangibles, net       $ 14,911,284     $ 16,462,158  

 

The allocation of the Nexus purchase price in 2021 to intangibles assets, including customer contracts and non-compete agreements, was based on provisional valuations performed to estimate the fair value of the assets as of the acquisition date. During the three months ended June 30, 2023, the Company noted that an immaterial error existed in the recording of the allocation of the intangible assets and has reclassified $4,134,000 from intangible assets to goodwill.

 

The allocation of the Ceautamed purchase price in 2022 to intangibles assets, including customer contracts and non-compete agreements, was based on provisional valuations performed to estimate the fair value of the assets as of the acquisition date. The Company engaged a independent valuation firm to perform a purchase price allocation, noting differences in the intangible assets and values. The independent valuation resulted in reclassification of the assets which have been represented in the December 31, 2022 balances. Additionally, $340,100 was reclassified from intangible assets to goodwill. 

 

The table below identifies the changes to each of the intangible assets as a result of the PPAs obtained related to the Nexus and Ceautamed acquisitions.

 

   December 31,
2022 previously reported
   PPA Adjustments   December 31,
2022
(As Adjusted)
 
Customer contracts   17,046,076    (10,203,814)   6,842,262 
Developed technology   1,570,000    90,000    1,660,000 
Non-compete agreements   1,595,530    (755,530)   840,000 
Patents   230,000    2,720,000    2,950,000 
Tradename   2,010,000    2,160,000    4,170,000 
Intellectual property   385,199    (385,199)   
 
Supplier contracts   
    1,800,000    1,800,000 
Licenses agreements   584,220    
    584,220 
Total intangible assets   23,421,025    (4,574,543)   18,846,482 

As a result of decreased revenues within the Nexus subsidiary during the six months ended June 30, 2023, which are not expected to recover to similar levels, the Company determined that a triggering event occurred requiring an impairment analysis in accordance with ASC 360. The impairment analysis resulted in the Company recognizing an impairment of the affiliate relationship asset associated with Nexus of $466,737.

 

Amortization for the six months ended June 30, 2023 and 2022 was $1,070,900 and $710,925, respectively, which is included in depreciation and amortization expense.

 

The future amortization is as follows:

 

Years Ending December 31:      
2023 (remainder of year)   $

1,139,074

 
2024    

2,277,688

 
2025    

1,918,440

 
2026    

1,354,076

 
2027    

1,282,372

 
Thereafter    

6,939,634

 
Total   $ 14,911,284  
v3.23.2
Leases
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Leases

Note 7 — Leases

 

Leases Involving Real Estate

 

Leases of distribution and manufacturing facilities, customer support centers and the Company’s corporate headquarters have lease terms that generally range from 5 to 7 years.

 

Rental payments on these leases typically provide for fixed minimum payments that increase over the lease term at predetermined amounts. Certain leases of real estate provide for rental increases based on the consumer price index (“CPI”), which are included in the Company’s measurement of lease payments based on the rate or index in effect at lease commencement, and are therefore included in the measurement of the lease liabilities.

 

Leases Involving Equipment

 

Equipment leases have lease terms that generally range from less than 4 years to 5 years. Rental payments on these leases typically provide for fixed minimum payments that increase over the lease term at predetermined amounts, are included in the measurement of lease payments, and are included in the measurement of lease liabilities. Certain of the leases involving equipment have purchase options. When those options are reasonably certain of being exercised, the Company reflects such purchase options when measuring the lease term and lease payments for those leases.

 

Financial Information

 

The following provides information about the Company’s right of use assets and lease liabilities for its operating and finance leases as of June 30, 2023 and December 31, 2022:

 

   Balance Sheet classification  June 30,
2023
   December 31,
2022
 
Right of use assets Operating leases  Operating leases right-of-use asset  $2,506,630   $2,672,866 
              
Lease liabilities             
Current             
Operating leases  Operating lease liabilities, current portion   331,811    303,819 
Noncurrent             
Operating leases  Operating lease liabilities, non-current portion   2,249,188    2,423,446 
Total lease liabilities     $2,580,999   $2,727,265 

 

The components of the Company’s lease costs for the six months ended June 30, 2023 and 2022 are as follows:

 

   Income Statement Classification  June 30,
2023
   June 30,
2022
 
Rent expense  General and administration  $298,234   $326,658 

 

Supplemental cash flow information related to Company’s leases for the six months ended June 30, 2023:

 

    Operating
leases
 
Cash paid for amounts included in the measurement of lease liabilities   $ 146,266  

 

Weighted average remaining lease term and weighted average discount rate for the Company’s leases as of June 30, 2023:

 

   Operating
leases
 
Weighted average remaining term (in years)   5.42 
Weighted average discount rate   12.00%

 

Annual maturity analysis of the Company’s lease liabilities as of June 30, 2023:

 

   Operating
leases
 
2023  $308,541 
2024   633,037 
2025   651,828 
2026   671,213 
2027   658,622 
Thereafter   636,778 
Total payments   3,560,019 
Less: interest   (979,020)
Present value of lease liability   2,580,999 
Less: Current portion of lease liabilities   (331,811)
Noncurrent portion of lease liabilities  $2,249,188 
v3.23.2
Debt
6 Months Ended
Jun. 30, 2023
Debt [Abstract]  
Debt

Note 8 — Debt

 

Original Issue Discount Subordinated Debentures

 

In June 2022, the Company commenced offerings of original issue discount subordinated debentures. As of June 30, 2023, the Company has completed multiple closings and issued debentures in the aggregate principal amount of $5,146,452, of which $1,234,413 was issued with issuances costs of $184,413 for the six months ended June 30, 2023. The debentures contain an original issue discount of 15%, or an aggregate original issue discount of $771,183. As a result, the total purchase price was $4,375,269. The debentures bear interest at a rate of 17.5% per annum and are due from January through November 2024. The outstanding principal amount and all accrued interest is due and payable on the earlier of (i) the completion of the Company’s next equity financing in which it receives gross proceeds in excess of $20 million, (ii) twenty-four months after the date of issuance or (iii) within 30 days after election of repayment from the holder so long as the election is after the 6-month anniversary of the debenture. The Company may voluntarily prepay the debentures in whole or in part without premium or penalty. The debentures contain customary events of default for a loan of this type. The debentures are unsecured and are subordinated in right of payment to the prior payment in full of all senior indebtedness and are pari passu in right of payment to any other unsecured indebtedness incurred by the Company in favor of any third party. As of June 30, 2023, the outstanding principal balance of the debentures was $4,402,947, the unamortized debt issuance cost was $396,811 and accrued interest was $675,197. On May 30, 2023, two of the debenture agreements totaling $250,000 were converted into 1,121 shares of the Company’s Series B preferred stock. During the six months ended June 30, 2023, an aggregate of $1,045,000 was raised via these debentures.

 

Original Issue Discount Secured Subordinated Note

 

On July 29, 2022, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which it sold an original issue discount secured subordinated note in the principal amount of $2,272,727 to such investor. The note contains an original issue discount of 12%, or $272,727. As a result, the total purchase price was $2,000,000, the proceeds of which were used to fund the acquisition of Ceautamed. The note shall bear interest at the rate of 16% per annum and matures on July 29, 2027. The outstanding principal and all accrued interest shall be amortized on a 60-month straight-line basis. The Company may prepay the principal and all accrued and unpaid interest on the note without penalty, in whole or in part; provided however, in no event before January 15, 2023, unless with the explicit prior written approval of the holder. The note contains customary events of default for a loan of this type. The note is guaranteed by BSNM, DSO, Nexus, GSP and Ceautamed and is secured by a security interest in all of the assets of the Company and such guarantors; provided that such security interest is subordinate to the rights of the lenders under any senior indebtedness (as defined in the note). As of June 30, 2023 the outstanding principal balance of the note was $2,242,853 the unamortized debt issuance cost was $223,141 and accrued interest was $179,428.

 

Acquisition Notes

 

On July 1, 2021, the Company issued a 6% secured subordinated promissory note in the principal amount of $3,000,000 to a related party, Sasson E. Moulavi (“Dr. Moulavi”), in connection with the acquisition of DSO. This note accrues interest at 6% per annum and the outstanding principal and interest will be amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule, with all amounts due and payable on July 1, 2024. On November 29, 2022, the Company entered into a letter agreement with Sasson E. Moulavi to amend the terms of the note. Pursuant to the letter agreement, the parties agreed to amend and restate the note to amend the amortization schedule, with the first payment deferred until February 15, 2023 and all amounts due and payable on August 15, 2024. In exchange for the agreement of Dr. Moulavi to enter into the letter agreement, the Company agreed to (i) issue to Dr. Moulavi 100,000 shares of common stock under the Company’s 2022 Equity Incentive Plan and (ii) pay to Dr. Moulavi a fee of $50,000 in cash, which shall be paid upon completion of the Company’s anticipated debt financing and is included in debt balance. The Company may prepay all or any portion of this note any time prior to maturity without premium or penalty. This note contains customary covenants and events of default for a loan of this type, including if a default occurs under any senior secured indebtedness to banks and other financial institutions or private equity funds, and is secured by a security interest in all of the assets of DSO; provided that such security interest is subordinate to the rights of the lenders under any such senior secured indebtedness. During the six months ended June 30, 2023, the Company made principal cash payments of $150,000. On May 25, 2023 the note was modified whereby $1,500,000 in principal amount of the note was converted to 6,727 shares of the Company’s Series B Preferred stock. The remaining $1,400,000 of principal plus accrued interest of $334,950 was converted into a new note with the same interest rate and maturity date. As of June 30, 2023, the outstanding principal balance of this note was $1,548,950 and accrued interest was $9,036.

 

On November 8, 2021, the Company issued a 5% secured subordinated promissory note in the principal amount of $1,900,000 to related parties, Justin Francisco and Steven Rubert, in connection with the acquisition of Nexus. This note accrued interest at 5% per annum and the outstanding principal and interest was amortized on a straight-line basis and are payable quarterly in accordance with the amortization schedule attached to the note, with all amounts due and payable on November 8, 2024. On May 25, 2023, the note was converted to 8,579 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On July 29, 2022, the Company issued secured subordinated convertible promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bore interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On May 25, 2023, the note was converted to 10,458 shares of the Company’s Series B Preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $2,150,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes shall bear interest at the rate of 5% per annum and mature on July 29, 2025; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. The outstanding principal and all accrued interest shall be amortized on a five-year straight-line basis and payable quarterly in accordance with the amortization schedule to the notes. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of June 30, 2023, the outstanding principal balance of these notes was $2,204,993, unamortized debt issuance cost was $0 and accrued interest was $102,900.

 

On July 29, 2022, the Company issued secured subordinated promissory notes in the aggregate principal amount of $1,300,000 in connection with the acquisition of Ceautamed, which are partially with a related party. The notes bear interest at the rate of 5% per annum with all principal and accrued interest being due and payable in one lump sum ninety (90) days from the date of the note; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. On November 28, 2022, the Company entered into letter agreements with the holders of most of the notes to amend the terms of these notes. Pursuant to letter agreements, the parties agreed to extend the maturity date to June 1, 2023 and agreed to a seven month payment schedule, with the first payment due December 1, 2022. The parties also agreed to increase the default interest rate from 10% to 15%. The Company also agreed that if an event of default (as defined in the notes) has occurred and is continuing, then the Company shall not create any senior indebtedness (as defined in the notes) without the consent of the holders of a majority of the principal amount of the notes. In exchange for the agreement of the holders to enter into the letter agreements, the Company agreed to pay certain amendment fees as more particularly described in the letter agreements. On April 1, 2023, the Company entered into letter agreements with the holders of most of the notes, pursuant to which the Company agreed to pay the remaining balance of the notes in two payments on May 1, 2023 and June 1, 2023. One of the note holders agreed to settle the amount due to the holder for a lesser amount, resulting in a gain on extinguishment of debt of $60,764. In addition, the Company agreed to prepay a portion of the outstanding principal and accrued interest on the notes upon the occurrence of any of the following events: (i) in the event the Company receives any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, the Company must prepay $150,000 of the outstanding principal and accrued interest on the notes; (ii) in the event the Company or any its subsidiaries raise capital through the issuance of any convertible debentures, the Company must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the net proceeds from such financing; and (iii) in the event the Company or any of its subsidiaries consummates an equity or equity-linked capital raise with the assistance of an investment bank, the Company must prepay the outstanding principal and accrued interest on the notes in an amount equal to one-third (1/3) of the proceeds raised by the Company or any of its subsidiaries, up to an aggregate amount of $350,000, plus any then overdue principal payments. The Company is in the process of negotiating a similar extension of one remaining note in the principal amount of $100,000. The Company may redeem all or any portion of the notes at any time without premium or penalty. The notes contain customary covenants and events of default for loans of this type, including upon any default under the senior indebtedness (as defined in the notes). The notes are guaranteed by Ceautamed and are secured by a security interest in all of the assets of such guarantors; provided that such security interest is subordinate to the rights of the lenders under any such senior indebtedness. As of June 30, 2023, the outstanding principal balance of these notes was $90,000, unamortized debt issuance cost was $0 and accrued interest was $4,200.

 

Other Promissory Notes and Cash Advances

 

Promissory Notes

 

On July 1, 2021, the Company entered into a loan agreement with Diamond Creek Capital, LLC for a term loan in the principal amount of up to $3,000,000. The loan bears interest at a rate of 15.0% per annum, provided that upon an event of default, such rate shall increase by 5%. The loan was due and payable on the earlier of July 1, 2022 or upon completion of the Company’s initial public offering (the “IPO”). The Company repaid $1,325,000 of the principal balance and $27,604 of the interest from the proceeds of the IPO. In connection with such repayment, the lender agreed that the remaining loan is due and payable on July 1, 2023. On April 20, 2023, the Company entered into a third amendment to the loan agreement, which provides that the Company shall make a payment towards the reduction of principal in the amount of $250,000 within two business days of the earlier to occur of the following events: (i) the Company receives any tax refunds claimed with respect to an “employee retention credit” pursuant to Section 2301 of the CARES Act (or any corresponding or similar provisions of state or local law) or receives any cash from factoring or assigning the right to receive such tax refunds, or (ii) the completion of a public offering of securities pursuant to a Registration Statement on Form S-3. In addition, within two business days following the completion of a public offering of securities pursuant to a Registration Statement on Form S-1, the Company agreed to pay in full all outstanding amounts owing under the loan agreement. The amendment also provides that following the payment of $250,000 described above, monthly payments of principal and interest pursuant to shall be an aggregate of $30,000 per month, until the amounts owing under the loan agreement are paid in full. The loan is secured by all of the Company’s assets and contains customary events of default. As of June 30, 2023, the outstanding principal balance of this note was $750,000 and accrued interest was $52,864. As of June 30, 2023, the Company was in compliance with the covenants related to this note.

 

In 2018, the Company entered into an amended loan agreement and convertible promissory note for $200,000 with a third party. On June 30, 2023, the outstanding amount was $100,000 and accrued interest was $155,451. The amended loan agreement and convertible promissory note was in default at June 30, 2023.

 

In October 12, 2022, the Company issued promissory notes in the principal amount of $258,000 to third parties. These promissory notes bear interest of 15% to 20% and are payable on December 2022 and January 2023. During the six months ended June 30, 2023, the Company made various principal and interest payments on the notes. On May 26, 2023 only the remaining principal balance was converted into 489 shares of the Company’s Series B preferred stock, the accrued interest was not converted. As of June 30, 2023, the outstanding principal balance was $0 and accrued interest was $14,329.

 

On November 2, 2022, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bears interest at a rate of 12% and is due on demand. During the six months ended June 30, 2023 the principal balance was paid in full, however the accrued interest was not paid. At June 30, 2023, the outstanding amount was $0 and accrued interest was $2,387.

 

On December 6, 2022, the Company issued a promissory note to a board member in the principal amount of $30,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 142 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On December 21, 2022, the Company issued a promissory note to a board member in the principal amount of $100,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 472 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On February 8, 2023, the Company issued a promissory note to a board member in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 232 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On February 14, 2023, the Company issued a promissory note to a third party in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on demand. During the six months ended June 30, 2023, the Company made various principal and interest payments on the notes. The remaining principal balance as of May 26, 2023 was converted into 93 shares of the Company’s Series B preferred stock. At June 30, 2023, the outstanding amount was $0 and accrued interest was $992. 

 

On February 16, 2023, the Company issued a promissory note to a third party in the principal amount of $50,000. This note bore interest at a rate of 12% and was due on August 26, 2023. The remaining principal balance as of May 26, 2023 was converted into 224 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On March 7, 2023, the Company issued a promissory note to a board member in the principal amount of $137,000. This note bears interest at a rate of 12% and is due on demand. During the six months ended June 30, 2023, the Company made various principal and interest payments on the notes. On May 26, 2023, $50,000 of principal and $1,137 of interest was converted 230 shares of into the Company’s Series B preferred stock. At June 30, 2023, the outstanding amount was $51,294 and accrued interest was $2,859.

 

On April 13, 2023, the Company issued a promissory note to a third party in the principal amount of $59,000. This note bore interest at a rate of 12% and was due on demand. The remaining principal balance as of May 26, 2023 was converted into 273 shares of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

On April 21, 2023, the Company issued a promissory note to a board member in the principal amount of $53,000. This note bears interest at a rate of 12% and is due on demand. At June 30, 2023, the outstanding amount was $30,000 and accrued interest was $800.

 

On June 22, 2023, the Company issued a promissory note to a board member in the principal amount of $118,000. This note bears interest at a rate of 17.5% and is due on demand. At June 30, 2023, the outstanding amount was $118,000 and accrued interest was $453.

 

A note from 2018 with a principal balance of $55,000 plus accrued interest of $24,776 was converted into 358 of the Company’s Series B preferred stock which resulted in the note being fully paid at June 30, 2023.

 

Cash Advances

 

In June 2022, the Company entered into a cash advance agreement for $341,150 with a required repayment amount of $490,000, which required weekly payments of approximately $19,738. The cash advance agreement was fully paid at June 30, 2023.

 

In July 2022, the Company entered into a cash advance agreement for $650,000 with a required repayment amount of $897,750, which requires weekly payments of approximately $40,806. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $50,814. At June 30, 2023, the outstanding amount was $207,500.

 

In August 2022, the Company entered into a cash advance agreement for $100,000 with a required repayment amount of $146,260, which requires weekly payments of approximately $6,200. At June 30, 2023, the outstanding amount was $4,360.

 

In September 2022, the Company entered into a cash advance agreement for $243,750 with a required repayment amount of $372,500, which requires weekly payments of approximately $15,000. In May 2023, the Company agreed to a settlement for a lesser amount resulting in a gain on extinguishment of $37,500. At June 30, 2023, the outstanding amount was $80,000.

 

In November 2022, the Company entered into cash advance agreements for an aggregate of $592,236 with an aggregated required repayment amount of $994,460, which requires weekly payments of approximately $52,422. In June 2023, the Company agreed to a settlement with one of the agreements for a lesser amount resulting in a gain on extinguishment of $63,968. At June 30, 2023, the outstanding amount was $139,540.

 

In December 2022, the Company entered into cash advance agreements for $293,000 with a required repayment amount of $439,207, which requires weekly payments of approximately $39,905. At June 30, 2023, the outstanding amount was $8,271.

 

In January 2023, the Company entered into cash advance agreements for $387,000 with a required repayment amount of $593,604, which required weekly payments of approximately $39,980. The cash advance agreements were fully satisfied with payments and a settlement resulting in a gain on extinguishment of $33,579 at June 30, 2023.

 

In June 2023, the Company refinanced the January 2023 agreements with balances of $284,029 and entered into cash advance agreements and received an additional $107,071 with a required repayment amount of $652,065, which requires weekly payments of approximately $48,625. At June 30, 2023, the outstanding amount was $597,065 and unamortized debt issuance cost of $234,484.

 

Equipment Financing Loan

 

In May 2022, the Company entered into an equipment financing loan for $146,765 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on April 1, 2027. At June 30, 2023, the outstanding amount was $120,938.

 

In August 2022, the Company entered into an equipment financing loan for $35,050 used for the purchase of equipment within BSNM’s operations. The loan bears interest at 10.18% and matures on August 1, 2027. At June 30, 2023, the outstanding amount was $30,858.

 

In July 2022, the Company entered into an equipment financing loan for $8,463 used for the purchase of equipment within Ceautamed’s operations. At June 30, 2023, the outstanding amount was $5,642.

 

Revolving Lines of Credit

 

In 2021, DSO entered into two revolving lines of credit with a bank, which permit borrowings up to $958,000 and bear interest at 9.49% with no expiration date. As of June 30, 2023, the outstanding principal balance of these lines of credit was $167,110.

 

In August 2022, Ceautamed entered into a revolving line of credit with a bank, which permits borrowings up to $50,000 and bears interest at 45.09% with no expiration date. In January 2023, the Company borrowed an additional $15,000. As of June 30, 2023, the outstanding principal balance of these lines of credit was $35,003.

 

In September 2022, DSO entered into a revolving line of credit with a bank, which permits borrowings up to $70,000 and bears interest at 9.49% with no expiration date. As of June 30, 2023, the outstanding principal balance of this line of credit was $22,907.

 

EIDL Loan

 

In June 2020, pursuant to the economic injury disaster loan (“EIDL”) program under the under the provisions of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Company entered into a promissory note with the U.S. Small Business Administration (the “SBA”) with a principal amount of $300,000. This loan matures in 30 years and bears interest at a rate of 3.75%. The loan is secured by all of the Company’s assets. As of June 30, 2023, the outstanding principal balance of this loan was $300,000 and accrued interest was $33,906.

 

PPP Loans

 

In February 2021, the Company received an additional $261,164 in PPP loans under the CARES Act. This loan bears interest at a rate of 1% per annum and matures in April 2025. As of June 30, 2023, the outstanding balance of this loan was $197,457 and accrued interest was $9,422.

 

Total Debt

 

Debt is comprised of the following components as of June 30, 2023:

 

Original issue discount subordinated debentures  $4,402,947 
Original issue discount secured subordinated note   2,242,853 
Acquisition notes   3,843,943 
Promissory notes and cash advances   2,086,030 
Revolving lines of credit   225,020 
Equipment financing loan   157,438 
EIDL loan   300,000 
PPP loans   197,457 
    13,455,688 
Debt issuance costs   (872,036)
Debt, net   12,583,652 
Debt, current   5,832,144 
Debt issuance costs, current   (674,681)
Current portion of debt, net   5,157,462 
Debt, non-current   7,623,544 
Debt issuance costs, non-current   (197,355)
Non-current portion of debt, net  $7,426,190 

 

The Company was not in compliance will all debt covenants as of June 30, 2023, but waivers of non-compliance were obtained for all such debt, except as disclosed.

 

The future contractual maturities of the debt are as follows:

 

For the Year Ended December 31:    
2023 (remainder of year)  $3,520,377 
2024   6,314,304 
2025   2,352,877 
2026   518,696 
2027   537,154 
Thereafter   212,280 
Total  $12,467,739 
v3.23.2
Concentrations of Credit Risks
6 Months Ended
Jun. 30, 2023
Concentrations of Credit Risks [Abstract]  
Concentrations of Credit Risks

Note 9 — Concentrations of Credit Risks

 

Credit Risks

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and accounts receivable. The Company maintains bank accounts with several financial institutions. Concentrations of credit risk with respect to accounts receivable are limited to the dispersion of customers across different industries and geographic regions.

 

Cash

 

The Company places its cash with high credit quality financial institutions. At June 30, 2023 and December 31, 2022, the Company had no cash balances in excess of the Federal Deposit Insurance Corporation coverage of $250,000 per institution. The Company has not experienced any losses in such accounts.

 

Major Customers

 

For the six months ended June 30, 2023 and 2022, the Company had two significant customers representing an aggregate of 47% and 41% of revenues and one that makes up 33% and 71% of the accounts receivable balance, respectively.

 

For the three months ended June 30, 2023 and 2022, the Company had three and two significant customers representing an aggregate of 66% and 41% of revenues and one that makes up 33% and 71% of the accounts receivable balance, respectively. The Company’s officers are closely monitoring the relationships with all customers.

 

Major Vendors

 

For the six months ended June 30, 2023 and 2022, the Company had one major supplier representing 17% and 12% of purchases, respectively.

 

For the three months ended June 30, 2023 and 2022, the Company had one major supplier representing 15% and 13% of purchases, respectively. The Company’s officers are closely monitoring the relationships with all significant suppliers.

v3.23.2
Income Taxes
6 Months Ended
Jun. 30, 2023
Income Taxes [Abstract]  
Income Taxes

Note 10 — Income Taxes

 

The Company has evaluated the positive and negative evidence in assessing the realizability of its deferred tax assets. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, estimates of projected future taxable income and tax planning strategies to determine which deferred tax assets are more likely than not to be realized in the future.

 

The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. Interest and penalties related to income tax matters, if any, would be recognized as a component of income tax expense. At June 30, 2023 and December 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. Currently, the tax years subsequent to 2018 are open and subject to examination by the taxing authorities.

 

At June 30, 2023, the Company had net operating loss carry forwards for federal income tax purposes of approximately $16.1 million, which will be available to offset future taxable income. The tax carryforwards have an indefinite life,

v3.23.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2023
Stockholders’ Equity [Abstract]  
Stockholders' Equity

Note 11 — Stockholders’ Equity

 

Preferred Stock

 

On June 29, 2021, the Company filed a certificate of designation with the Delaware Secretary of State to establish its series A convertible preferred stock. The Company designated a total of 8,000 shares of its preferred stock as series A convertible preferred stock. The series A convertible preferred stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Dividend Rights. Prior to February 14, 2022 (the IPO Date), holders of series A convertible preferred stock were entitled to receive cumulative dividends at a rate of 7.5% of the stated value per share ($1,000, subject to adjustment) per annum, which increased to 15% per annum after November 23, 2021 and 24% per annum after December 31, 2021. Holders of series A convertible preferred stock are no longer entitled to dividends. The dividend accrual was $600,750 as of June 30, 2023.

 

Liquidation Rights. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or upon a change of control, the holders of series A convertible preferred stock shall be entitled to receive out of the assets of the Company the same amount that a holder of common stock would receive if the series A convertible preferred stock were fully converted (disregarding for such purposes any conversion limitations) to common stock which amounts shall be paid pari passu with all holders of common stock.

 

Voting Rights. The series A convertible preferred stock has no voting rights except as set forth below. As long as any shares of series A convertible preferred stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the series A convertible preferred stock, (a) alter or change adversely the powers, preferences or rights given to the series A convertible preferred stock or alter or amend the certificate of designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the series A convertible preferred stock, (c) amend the certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of series A convertible preferred stock, or (d) enter into any agreement with respect to any of the foregoing.

 

Conversion Rights. Each share of series A convertible preferred stock is convertible, at any time and from time to time from at the option of the holder thereof, into that number of shares of common stock determined by dividing the stated value of such share of series A convertible preferred stock (plus any accrued but unpaid dividends thereon) by the conversion price. The conversion price is initially equal to $0.6667 (subject to adjustments). Notwithstanding the foregoing, the Company shall not effect any conversion, and a holder shall not have the right to convert, any portion of the series A convertible preferred stock to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the conversion. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company.

 

During the six months ended June 30, 2023, the remaining 1,000 shares of the Series A preferred stock was converted into 10,000 shares of the Company’s common stock.

 

On May 25, 2023, the Company filed a certificate of designation with the Nevada Secretary of State to establish its Series B preferred stock. The Company designated a total of 5,000,000 shares of its preferred stock as Series B preferred stock. The Series B preferred stock has the following voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions:

 

Dividend Rights. Holders of Series B preferred stock are entitled to receive dividends in the same form as dividends paid on shares of the common stock only when and if such dividends are paid on shares of the common stock. No other dividends shall be paid on shares of Series B preferred stock.

 

Liquidation Rights. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Series B preferred stock shall be entitled to receive out of the assets of the Company the same amount that a holder of common stock would receive if the Series B preferred stock were fully converted (disregarding for such purposes any conversion limitations) to common stock which amounts shall be paid prior to all holders of common stock.

 

Voting Rights. The Series B preferred stock shall vote together with the common stock on an as-converted basis.

 

Conversion Rights. Each share of Series B preferred stock is convertible, at any time and from time to time from at the option of the holder thereof, into that number of shares of common stock determined by dividing the stated value of such share of Series B preferred stock ($223) by the conversion price. The conversion price is $6.69 (subject to adjustments). Notwithstanding the foregoing, the Company shall not effect any conversion, and a holder shall not have the right to convert, any portion of the Series B preferred stock to the extent that, after giving effect to the conversion, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the conversion. This limitation may be waived (up to a maximum of 9.99%) by the holder and in its sole discretion, upon not less than sixty-one (61) days’ prior notice to the Company.

 

Common Stock

 

On February 16, 2022, the Company entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to its IPO of units, each unit consisting of one share of common stock, a Series A warrant to purchase one share of common stock and a Series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, the Company agreed to sell 9,600 units to the underwriters, at a purchase price per unit of $1,365.00 (the offering price to the public of $1,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 1,440 additional shares of common stock, up to 1,440 additional Series A warrants, and/or up to 1,440 additional Series B warrants, in any combination thereof, at a purchase price to the public of $1,497.00 per share and $1.50 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.

 

On February 18, 2022, the closing of the IPO was completed. At the closing, the underwriters partially exercised the option and purchased 1,376 Series A warrants and 1,376 Series B warrants. Therefore, the Company sold 9,600 shares of common stock, 10,976 Series A warrants and 10,976 Series B warrants for total gross proceeds of $14,404,128. After deducting the underwriting commission and expenses, the Company received net proceeds of $12,738,288.

 

On February 18, 2022, the Company issued 2,577 shares of common stock upon the conversion of the 5% secured subordinated convertible promissory note in the principal amount of $1,900,000 along with interest of $32,500 issued to Justin Francisco and Steven Rubert in connection with the acquisition of Nexus.

 

On February 18, 2022, the Company issued 4,155 shares of common stock upon the conversion of the 6% secured subordinated convertible promissory note in the principal amount of $3,000,000 along with interest of $116,000 issued to Sasson E. Moulavi in connection with the acquisition of DSO.

 

On February 18, 2022, the Company issued 1,533 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $500,000 along with interest of $74,583 issued to East West Capital LLC.

 

On February 18, 2022, the Company issued 284 additional shares of common stock to the stockholders of GSP and 99 additional shares of common stock to certain vendors of GSP in accordance with the terms of the contribution and exchange agreement described above. Based on the IPO share allocation of the unit, it was determined that the Company would issue the additional 284 shares.

 

On February 18, 2022, the Company issued an aggregate of 14,457 shares of common stock to various lenders pursuant to future equity agreements which required the Company to issue shares of common stock upon closing of the IPO, which resulted in an interest expense of $10,844,960.

 

In February through March 2022, the Company issued 7,884 shares of common stock upon the conversion of the convertible promissory note in the principal amount of $2,250,000 along with interest of $292,500 issued to several debt holders.

 

On March 10, 2022, the Company granted restricted stock awards for an aggregate of 5,847 shares of common stock to certain directors, officers, and consultants. A total of 4,514 of these shares vested in full on the date of grant. The remaining 1,334 shares, which were granted to independent directors, vest monthly over a one-year period which were recorded as a prepaid of $46,900 at December 31, 2022. A total of 3,467 of these shares were granted under the 2020 Stock Incentive Plan described below. The remaining 2,200 were granted under the 2022 Equity Incentive Plan described below. The shares, valued at $822,626, were based on the closing trading price per share of $140.70 on the date of the grant.

 

On April 17, 2023, the Company issued 1,667 shares of common stock as compensation for amending the license agreement associated with Sports Illustrated Nutrition.

 

On May 4, 2023, a shareholder converted 1,000 shares of Series A preferred stock into 10,000 shares of common stock.

 

On May 2, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 31,534 shares of common stock and a pre-funded warrant to purchase up to 62,001 shares of common stock at an exercise price of $0.0003, at an offering price per share and pre-funded warrant of $9.615 and $9.6147, respectively. In addition, under the securities purchase agreement, the Company agreed to issue to the investor a warrant to purchase up to 93,534 shares of common stock at an exercise price of $9.24 per share in a concurrent private placement. At closing, the investor exercised the pre-funded warrant in full. Accordingly, the Company issued to the investor 93,534 shares of common stock and a warrant to purchase up to 93,534 shares of common stock at an exercise price of $9.24 per share for total gross proceeds of $899,326 and net proceeds of $751,933.

 

H.C. Wainwright & Co., LLC (the “Placement Agent”) acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. The Company also agreed to reimburse the Placement Agent $30,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, the Company issued to the Placement Agent warrants to purchase up to 7,015 shares of common stock at an exercise price of $12.0188 per share (or 125% of the offering price).

 

On May 17, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering 68,667 shares of common stock and a pre-funded warrant to purchase up to 126,298 shares of common stock at an exercise price of $0.0003, at an offering price per share and pre-funded warrant of $8.13 and $8.1297, respectively. In addition, under the securities purchase agreement, the Company agreed to issue to the investor a warrant to purchase up to 194,964 shares of common stock at an exercise price of $7.77 per share in a concurrent private placement. At closing, the investor exercised the pre-funded warrant in full. Accordingly, the Company issued to the investor 194,964 shares of common stock and a warrant to purchase up to 194,964 shares of common stock at an exercise price of $7.77 per share for total gross proceeds of $1,585,057 and net proceeds of $1,074,377.

 

The Placement Agent acted as the exclusive placement agent in connection with this offering and received a cash fee equal to 7.5% of the gross proceeds of the offering and a management fee equal to 1% of the gross proceeds of the offering. The Company also agreed to reimburse the Placement Agent $60,000 for fees and expenses of its legal counsel and other out-of-pocket expenses and $15,950 for certain closing costs. In addition to the cash fees, the Company issued to the Placement Agent warrants to purchase up to 14,623 shares of common stock at an exercise price of $10.1625 per share (or 125% of the offering price).

 

On May 24, 2023, the Company issued 1,667 shares of common stock to a note holder as compensation for amending the note.

 

During the six months ended June 30, 2023, the Company issued 878,369 shares of common stock upon exercise of warrants.

 

Stock Options and Warrants

 

In September 2020, the Company adopted its 2020 Incentive Plan (the “2020 Plan”) under which the Company is authorized to issue awards for up to 13,334 shares of common stock to directors, officers, employees, and consultants who provide services to the Company. Awards that may be granted include incentive stock options, non-qualified stock options and awards of restricted stock.

 

At June 30, 2023 and December 2022, there were 46 shares of common stock available for issuance under the 2020 Plan. The Company did not issue any other stock options under the 2020 Plan during the six months ended June 30, 2023.

 

In January 2022, the Company adopted its 2022 Equity Inventive Plan (the “2022 Plan”) under which the Company is authorized to issue awards for up to 466,667 shares of common stock to directors, officers, employees, and consultants who provide services to the Company. Awards that may be granted include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards and performance compensation awards. At June 30, 2023, there were 454,528 shares of common stock available for issuance under the 2022 Plan.

 

On August 12, 2022, the Company issued stock options to employees under the 2022 Plan for an aggregate of 7,554 shares of common stock. The stock options have an exercise price of $94.50 per share, will vest quarterly over a three-year period and expire ten (10) years after the date of issuance; provided that an option granted to Alfonso J. Cervantes, Jr., the Company’s Executive Chairman, for the purchase of 2,000 shares of common stock has an exercise price of $103.95 per share and expires five (5) years after the date of issuance. The Company did not issue any other stock options under the 2022 Plan during the six months ended June 30, 2023.

 

The Company recognized $80,208 and $0 of compensation expense related to the vesting of options based on the service period during the six months ended June 30, 2023 and 2022, respectively. The compensation expense recognized for the three months ended June 30, 2023 and 2022 was $27,735 and $0, respectively.

 

The Series A warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,050.00 per share and may be exercised on a cashless basis if the issuance of common stock upon exercise of the warrants is not covered by an effective registration statement. The exercise price and number of shares of common stock issuable upon exercise of the Series A warrants may be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization, merger, or consolidation.

 

The Series B warrants sold in the IPO are exercisable until the fifth anniversary of the issuance date at an exercise price equal to $1,500.00 per share and may be exercised on a cashless basis, whereby the holder will receive one share of common stock for each Series B warrant exercised. As of June 30, 2023, 9,595 of the Series B warrants were exercised on a cashless basis and the Company issued 9,595 shares of common stock upon such exercise.

 

In the six months ended June 30, 2023 and 2022, warrant holders exercised an aggregate of 898,846 and 9,585 shares, respectively. In the three months ended June 30, 2023 and 2022 warrant holders exercised an aggregate of 870,091 and 9,585, respectively.

 

The following is a summary of options and warrants granted, exercised, forfeited and outstanding during the six months ended June 30, 2023:

 

   2023-Stock Options   2023-Warrants 
   Number of
Options
   Weighted
Average
Exercise
Price
   Number of
Warrants
   Weighted
Average
Exercise
Price
 
Outstanding at January 1, 2023   17,187   $50.31    1,506,027   $61.41 
Granted   
    
    2,623,885    5.31 
Exercised   
    
    898,846    0.51 
Forfeited   1,300    
    3    0.03 
Outstanding at June 30   15,887   $50.31    3,231,063   $20.47 
Exercisable at June 30   8,825         3,231,063      

 

   2022-Stock Options   2022-Warrants 
   Number of
Options
   Weighted
Average
Exercise
Price
   Number of
Warrants
   Weighted
Average
Exercise
Price
 
Outstanding at January 1, 2022   9,667   $1.50    98,680   $17.37 
Granted   
    
    23,219    21.00 
Exercised   1,304    
    9,585    
 
Forfeited   30    
    1,840    
 
Outstanding at June 30,   8,334   $1.50    109,807   $19.92 
Exercisable at June 30,   8,334         109,807      

 

Valuation Assumptions for Stock Options and Warrants

 

The fair value of each option and warrant issued in 2023 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 

Risk-free interest rate   2.86%
Expected volatility   53%
Expected life (years)   5 
Dividend yield   0%

 

The expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and the Company’s historical exercise patterns. The risk-free rate is based on the U.S. Treasury yield constant maturity in effect at the time of grant for periods corresponding with the expected life of the option.

v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

Note 12 — Commitments and Contingencies

 

From time to time, the Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

v3.23.2
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

Note 13 — Related Party Transactions

 

The Company entered into debt with related parties which are reflected in Note 7.

 

The Company is party to a management services agreement with Trilogy Capital Group, LLC (“Trilogy”), a company controlled by the Company’s Executive Chairman. For the six months ended June 30, 2023 and 2022, the Company paid Trilogy $27,547 and $0, respectively, for the three months ended June 30, 2023 and 2022, the Company paid Trilogy $0 and $0, respectively, for services rendered under a consulting agreement which are reflected in the statements of operations as consulting fees – related parties.

v3.23.2
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 14 — Subsequent Events

 

In accordance with ASC 855, Subsequent Events, the Company has reviewed its operations subsequent to June 30, 2023 to the date these condensed consolidated financial statements were issued, and has determined that, except as set forth below, it does not have any material subsequent events to disclose in these financial statements.

 

Reverse Stock Split

 

On August 2, 2023, the Company effected a 1-for-3 reverse stock split of its authorized and issued and outstanding common stock. As a result of this reverse split, the Company’s authorized common stock decreased from 500,000,000 shares to 166,666,667 shares and the issued and outstanding common stock decreased from 4,737,589 shares to 1,594,082 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in the condensed, consolidated financial statements.

v3.23.2
Accounting Policies, by Policy (Policies)
6 Months Ended
Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements reflect the consolidated operations of SMFL and its wholly owned subsidiaries BSNM, DSO, DSO Canada, Nexus, GSP, and Ceautamed (collectively the “Company”) and are prepared in the United States Dollars in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

Basis of Presentation

The Company’s fiscal year end is December 31. The Company uses the accrual method of accounting. The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. The December 31, 2022 balance sheet has been derived from audited consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023 and 2022 have been prepared in accordance with GAAP for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.

The unaudited financial information included in this report includes all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results of the full fiscal year.

The condensed consolidated financial statements included in this report should be read in conjunction with the financial statements and notes thereto included in the Company’s financial statements for the fiscal year ended December 31, 2022.

The December 31, 2022 condensed consolidated balance sheet reflected within the accompanying condensed consolidated financial statements reflects a change for a correction of an immaterial error. The error pertains to the classification of assets acquired in the acquisitions of Nexus and Ceautamed. A reclassification of $4,464,100 from intangible assets to goodwill is reflected within these condensed consolidated financial statements.

On April 24, 2023, the Company effected a 1-for-50 reverse stock split. As a result of this reverse split, the Company’s issued and outstanding common stock decreased from 40,440,129 shares to 822,303 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements.

On August 2, 2023, the Company effected a 1-for-3 reverse stock split. As a result of this reverse split, the Company’s issued and outstanding common stock decreased from 4,737,589 shares to 1,594,082 shares. The impact of this transaction is reflected within all common stock, options, and warrant information retrospectively in these condensed consolidated financial statements. As a result of the reverse stock split, the Company’s authorized common stock decreased from 500,000,000 shares to 166,666,667 shares.

Liquidity, Capital Resources and Going Concern

Liquidity, Capital Resources and Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has sustained recurring losses and has a deficiency in working capital of approximately $9.6 million at June 30, 2023, which raises substantial doubt about its ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Going concern

Going concern

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with US GAAP applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations in the normal course of business. At June 30, 2023 the Company has a working capital deficiency of approximately $9.6 million.  Management believes that current available resources will not be sufficient to fund the Company’s planned expenditures over the next 12 months. These factors, individually and collectively indicate that a material uncertainty exists that raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date of issuance of these condensed interim consolidated financial statements. 

The Company will be dependent upon the raising of additional capital through placement of common shares, and/or debt financing in order to implement its business plan and generating sufficient revenue in excess of costs. If the Company raises additional capital through the issuance of equity securities or securities convertible into equity, stockholders will experience dilution, and such securities may have rights, preferences or privileges senior to those of the holders of common stock or convertible senior notes. If the Company raises additional funds by issuing debt, the Company may be subject to limitations on its operations, through debt covenants or other restrictions. There is no assurance that the Company will be successful with future financing ventures, and the inability to secure such financing may have a material adverse effect on the Company’s financial condition. These unaudited condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of Estimates

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates include, among other items, assessing the collectability of receivables, the realization of deferred taxes, useful lives and recoverability of tangible and intangible assets, assumptions used in the valuation of options, the computation of revenue based on the proportional delivery of services, and accruals for commitments and contingencies. Some of these estimates can be subjective and complex and, consequently, actual results could differ materially from those estimates.

Cash Equivalents

Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three (3) months or less to be cash equivalents. At June 30, 2023 and December 31, 2022, there were no cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s allowance for doubtful accounts represents the Company’s estimate for uncollectible receivables based on a review of specific accounts and the Company’s historical collection experience. The Company writes off specific accounts based on an ongoing review of collectability, as well as management’s past experience with the customers. Accounts receivables are presented net of an allowance for doubtful accounts of $110,502 and $57,581 at June 30, 2023 and December 31, 2022, respectively.

Inventory

Inventory

Inventory consists of raw materials, packaging materials, and finished goods and is valued at the lower of cost (first-in, first-out) (replacement cost or net realizable value). An allowance for inventory obsolescence is provided for slow moving or obsolete inventory to write down historical cost to net realizable value. The Company primarily performs its manufacturing for functional foods and nutraceuticals in the form of bars, cookies, powders, tablets and capsules.

The allowance for obsolescence is an estimate established through charges to cost of goods sold. Management’s judgment in determining the adequacy of the allowance is based upon several factors which include, but are not limited to, analysis of slow-moving inventory, analysis of the selling price of inventory, the predetermined shelf life of the product, and management’s judgment with respect to current economic conditions. Given the nature of the inventory, it is reasonably possible the Company’s estimate of the allowance for obsolescence will change in the near term.

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred. The Company provides for depreciation and amortization over the estimated useful lives of various assets using the straight-line method ranging from 3-7 years.

Goodwill

Goodwill

The Company allocates goodwill to reporting units based on the reporting unit expected to benefit from the business combination. The Company evaluates its reporting units on an annual basis and, if necessary, reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on December 31 and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of a significant portion of a reporting unit.

No goodwill impairments were recognized during the three and six months ended June 30, 2023 and 2022.

Intangible Assets

Intangible Assets

Intangible assets consist of customer contracts, developed technology, non-compete agreements, license agreements, and intellectual property acquired in the acquisitions of BSNM, DSO, Nexus, GSP, and Ceautamed. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives which ranges from 3 to 15 years.

 

Long-Lived Assets

Long-Lived Assets

The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. An impairment loss is recognized when the undiscounted cash flows expected to be generated by an asset (or group of assets) is less than its carrying amount. Any required impairment loss is measured as the amount by which the asset’s carrying value exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. The Company recognized an impairment related to the affiliate relationships associated with the Nexus subsidiary of $466,737, and $0 at June 30, 2023 and December 31, 2022, respectively.

Lease Right-of-Use Assets and Liabilities

Lease Right-of-Use Assets and Liabilities

The Company records a right-of-use (“ROU”) asset and lease liability on the condensed consolidated balance sheets for all leases with terms longer than 12 months. Leases are classified either as finance or operating with the classification affecting the pattern of expense recognition.

Related Parties

Related Parties

The Company follows Accounting Standards Codification (“ASC”) 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 12).

Debt Issuance Costs

Debt Issuance Costs

In accordance with ASC 835-30, Other Presentation Matters, the Company has reported debt issuance cost as a deduction from the carrying amount of debt and amortizes these costs using the effective interest method over the term of the debt as interest expense.

Fair Value Measurement

Fair Value Measurement

Under ASC Topic 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). ASC Topic 820 establishes a hierarchy for inputs to valuation techniques used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that reflect assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. There are three levels to the hierarchy based on the reliability of inputs, as follows:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets and liabilities in markets that are not active.

Level 3 - Unobservable inputs for the asset or liability. The degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

The Company’s cash and cash equivalents are measured using Level 1 inputs and include cash on hand, deposits in banks, certificates of deposit and money market funds. Due to their short-term nature, the carrying amounts reported in the consolidated balance sheets approximate the fair value of cash and cash equivalents.

 

The Company has certain assets that are measured at fair value on a non-recurring basis including those described in Note 6 —Intangible Assets, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value.

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. In the evaluation of the estimated value of such assets, data for determining the value of the estimates are utilized based on the relevant facts and circumstances. The use of different market assumptions may have a material effect on the estimated fair value amounts.

 

Revenue Recognition

Revenue Recognition

The Company evaluates and recognizes revenues by:

identifying the contract(s) with the customer,
identifying the performance obligations in the contract,
determining the transaction price,
allocating the transaction price to performance obligations in the contract; and
recognizing revenue as each performance obligation is satisfied through the transfer of a promised good or service to a customer (i.e., “transfer of control”).

Products (BSNM, DSO, GSP, and Ceautamed)

The Company generates product revenues by manufacturing and packaging of nutraceutical products as a contract manufacturer for customers. The majority of the Company’s revenue is recognized when it satisfies a single performance obligation by transferring control of its products to a customer. Control is generally transferred when the Company’s products are either shipped or delivered based on the terms contained within the underlying contracts or agreements. The Company’s general payment terms are short-term in duration. The Company does not have significant financing components or payment terms. The Company records deferred revenues for prepaid amounts from customers due to no performance obligations being met at such time. The Company did not have any material unsatisfied performance obligations at June 30, 2023 or December 31, 2022.

Distribution expenses to transport the Company’s products, where applicable, and warehousing expense after manufacture are accounted for within operating expenses.

Advertising /Marketing (Nexus)

Nexus generates advertising revenue when sales of listed products are sold by product vendors through its network as a result of the marketing efforts of digital marketers. The products on the network come from several different customers, which pay Nexus a specific amount per sale, the amount of which is dictated by the customer. The revenue is recognized upon the sale of a product by the customer, net of fraudulent traffic or disputed transactions. A portion of the specific amount received by Nexus for that sale is paid out to the digital marketer as a commission, which is recorded in cost of sales.

Nexus’ general payment terms are short-term in duration. Nexus does not have significant financing components or payment terms. Nexus did not have any material unsatisfied performance obligations at June 30, 2023 or December 31, 2022.

Freight

Freight

Freight costs are recorded in cost of goods sold as incurred. Freight costs for the six months ended June 30, 2023 and 2022, freight costs amounted to $169,945 and $528,949, respectively. Freight costs for the three months ended June 30, 2023 and 2022 were $68,955 and $248,395, respectively.

Advertising

Advertising

Advertising costs are expensed as incurred. Advertising costs for the six months ended June 30, 2023 and 2022 were $867,157 and $1,254,356, respectively. Advertising costs for the three months ended June 30, 2023 and 2022 were $575,504 and $465,669, respectively.

Paycheck Protection Program

Paycheck Protection Program

The Company records Paycheck Protection Program (“PPP”) loan proceeds in accordance with ASC 470, Debt. Debt is extinguished when either the debtor pays the creditor or the debtor is legally released from being the primary obligor, either judicially or by the creditor.

Stock-based Compensation

Stock-based Compensation

The Company recognizes expense for stock options and warrants granted over the vesting period based on the fair value of the award at the grant date and valued using a Black-Scholes option pricing model to determine the fair market value of the stock options and warrants. Forfeitures are reduced from options and warrants outstanding and the Company calculates the amount of tax benefit available by tracking each stock option award on an employee-by-employee basis and on a grant-by-grant basis. The Company then compares the recorded expense to the tax deduction received for each stock option and warrant grant. The Company’s policy is to recognize forfeitures as they occur.

 

Income Taxes

Income Taxes

The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated. At June 30, 2023 and December 31, 2022, the Company had no liabilities for uncertain tax positions. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company’s tax years subject to examination by tax authorities generally remain open for three (3) years from the date of filing.

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Due to the continued losses, the Company has recorded a full valuation allowance at the end of June 30, 2023 and December 31, 2022.

Employee Retention Credits

Employee Retention Credits

In accordance with the 2022 CARES Act, the Company filed for Employee Retention Credits for applicable periods in 2020 and 2021. As amounts to be refunded are subject to IRS calculations, and the timing for processing of the credits are unknown, the Company recognizes as other income amounts refunded upon the receipt of the payment. During the six months ended June 30, 2023 and 2022 the Company received $586,556 and $0, respectively.

Net Loss Per Share

Net Loss Per Share

Basic and diluted net loss per share of common stock for the three and six months ended June 30, 2023, and 2022 was determined by dividing net loss by the weighted average shares of common stock outstanding during the period. The Company’s potentially dilutive shares, consisting of 3,245,611 warrants and 47,660 stock options, have not been included in the computation of dilutive net loss per share for the 2023 periods as the result would be antidilutive. The Company’s potentially dilutive shares, consisting of 1,449,520 warrants and 25,000 stock options, have not been included in the computation of dilutive net loss per share for the 2022 periods as the result would be antidilutive.

Recent Accounting Standards Not Yet Adopted

Recent Accounting Standards Not Yet Adopted

On August 5, 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company is evaluating the impact the adoption will have on the financial statements.

v3.23.2
Correction of Prior Period Immaterial Errors (Tables)
6 Months Ended
Jun. 30, 2023
Correction of Prior Period Immaterial Errors [Abstract]  
Schedule of Consolidated Balance Sheet Consolidated Balance Sheet as of December 31, 2022
   As
Previously
Reported
   PPA
Finalization
   Corrections   As Adjusted 
Intangible assets, net  $20,936,258   $(340,100)  $(4,134,000)  $16,462,158 
Goodwill   1,342,000    340,100    4,134,000    5,816,100 
Condensed Consolidated Balance Sheet as of March 31, 2023
   As
Previously
Reported
   PPA
Finalization
   Corrections   As Adjusted 
Intangible assets, net  $20,326,040   $(340,100)  $(4,134,000)  $15,851,940 
Goodwill   1,342,000    340,100    4,134,000    5,816,100 
v3.23.2
Inventory (Tables)
6 Months Ended
Jun. 30, 2023
Inventory [Abstract]  
Schedule of Inventory Inventory consisted of the following:
   June 30,
2023
   December 31,
2022
 
Raw materials  $512,962   $644,202 
Packaging materials   902,980    946,884 
Finished goods   476,870    1,074,415 
   $1,892,812   $2,665,501 
v3.23.2
Property and Equipment (Tables)
6 Months Ended
Jun. 30, 2023
Property and Equipment [Abstract]  
Schedule of Property and Equipment Property and equipment consisted of the following:
   Estimated
Useful Lives
(in Years)
   June 30,
2023
   December 31,
2022
 
Furniture and fixtures  7   $9,139   $9,139 
Equipment – manufacturing  5    1,346,152    1,342,702 
Building and equipment  5    3,840    3,840 
Leasehold improvements  3.5    90,099    90,099 
        1,449,230    1,445,780 
Less: accumulated depreciation and amortization       (1,091,464)   (963,561)
Property and equipment, net      $357,766   $482,219 

 

v3.23.2
Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2023
Intangible Assets [Abstract]  
Schedule of Intangible Assets Intangible assets consisted of the following:
    Estimated
Useful Lives
(in Years)
  June 30,
2023
    December 31,
2022
(Restated)
 
Customer contracts   7-10   $ 6,375,525     $ 6,842,262  
Developed technology   15     1,660,000       1,660,000  
Non-compete agreements   3     840,000       840,000  
Patents   5-10     2,950,000       2,950,000  
Tradename   10-15     4,170,000       4,170,000  
Supplier contracts   10     1,800,000       1,800,000  
Licenses agreements   5     584,220       584,220  
Total intangible assets         18,379,745       18,846,482  
Less: amortization         (3,468,461 )     (2,384,324 )
Intangibles, net       $ 14,911,284     $ 16,462,158  
Schedule of the Changes to Each of the Intangible Assets The table below identifies the changes to each of the intangible assets as a result of the PPAs obtained related to the Nexus and Ceautamed acquisitions.
   December 31,
2022 previously reported
   PPA Adjustments   December 31,
2022
(As Adjusted)
 
Customer contracts   17,046,076    (10,203,814)   6,842,262 
Developed technology   1,570,000    90,000    1,660,000 
Non-compete agreements   1,595,530    (755,530)   840,000 
Patents   230,000    2,720,000    2,950,000 
Tradename   2,010,000    2,160,000    4,170,000 
Intellectual property   385,199    (385,199)   
 
Supplier contracts   
    1,800,000    1,800,000 
Licenses agreements   584,220    
    584,220 
Total intangible assets   23,421,025    (4,574,543)   18,846,482 

Schedule of Future Amortization The future amortization is as follows:
Years Ending December 31:      
2023 (remainder of year)   $

1,139,074

 
2024    

2,277,688

 
2025    

1,918,440

 
2026    

1,354,076

 
2027    

1,282,372

 
Thereafter    

6,939,634

 
Total   $ 14,911,284  
v3.23.2
Leases (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Schedule of Right of Use Assets and Lease Liabilities The following provides information about the Company’s right of use assets and lease liabilities for its operating and finance leases as of June 30, 2023 and December 31, 2022:
   Balance Sheet classification  June 30,
2023
   December 31,
2022
 
Right of use assets Operating leases  Operating leases right-of-use asset  $2,506,630   $2,672,866 
              
Lease liabilities             
Current             
Operating leases  Operating lease liabilities, current portion   331,811    303,819 
Noncurrent             
Operating leases  Operating lease liabilities, non-current portion   2,249,188    2,423,446 
Total lease liabilities     $2,580,999   $2,727,265 
Schedule of Lease Costs The components of the Company’s lease costs for the six months ended June 30, 2023 and 2022 are as follows:
   Income Statement Classification  June 30,
2023
   June 30,
2022
 
Rent expense  General and administration  $298,234   $326,658 

 

Schedule of Supplemental Cash Flow Information Related Supplemental cash flow information related to Company’s leases for the six months ended June 30, 2023:
    Operating
leases
 
Cash paid for amounts included in the measurement of lease liabilities   $ 146,266  
Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate Weighted average remaining lease term and weighted average discount rate for the Company’s leases as of June 30, 2023:
   Operating
leases
 
Weighted average remaining term (in years)   5.42 
Weighted average discount rate   12.00%
Schedule of LeasesSchedule of Annual Maturity Analysis of the Company’s Lease Liabilities Annual maturity analysis of the Company’s lease liabilities as of June 30, 2023:
   Operating
leases
 
2023  $308,541 
2024   633,037 
2025   651,828 
2026   671,213 
2027   658,622 
Thereafter   636,778 
Total payments   3,560,019 
Less: interest   (979,020)
Present value of lease liability   2,580,999 
Less: Current portion of lease liabilities   (331,811)
Noncurrent portion of lease liabilities  $2,249,188 
v3.23.2
Debt (Tables)
6 Months Ended
Jun. 30, 2023
Debt [Abstract]  
Schedule of Debt Debt is comprised of the following components as of June 30, 2023:
Original issue discount subordinated debentures  $4,402,947 
Original issue discount secured subordinated note   2,242,853 
Acquisition notes   3,843,943 
Promissory notes and cash advances   2,086,030 
Revolving lines of credit   225,020 
Equipment financing loan   157,438 
EIDL loan   300,000 
PPP loans   197,457 
    13,455,688 
Debt issuance costs   (872,036)
Debt, net   12,583,652 
Debt, current   5,832,144 
Debt issuance costs, current   (674,681)
Current portion of debt, net   5,157,462 
Debt, non-current   7,623,544 
Debt issuance costs, non-current   (197,355)
Non-current portion of debt, net  $7,426,190 
Schedule of Future Contractual Maturities of the Debt The future contractual maturities of the debt are as follows:
For the Year Ended December 31:    
2023 (remainder of year)  $3,520,377 
2024   6,314,304 
2025   2,352,877 
2026   518,696 
2027   537,154 
Thereafter   212,280 
Total  $12,467,739 
v3.23.2
Stockholders' Equity (Tables)
6 Months Ended
Jun. 30, 2023
Stockholders’ Equity [Abstract]  
Schedule of Options and Warrants Granted, Exercised, Forfeited and Outstanding The following is a summary of options and warrants granted, exercised, forfeited and outstanding during the six months ended June 30, 2023:
   2023-Stock Options   2023-Warrants 
   Number of
Options
   Weighted
Average
Exercise
Price
   Number of
Warrants
   Weighted
Average
Exercise
Price
 
Outstanding at January 1, 2023   17,187   $50.31    1,506,027   $61.41 
Granted   
    
    2,623,885    5.31 
Exercised   
    
    898,846    0.51 
Forfeited   1,300    
    3    0.03 
Outstanding at June 30   15,887   $50.31    3,231,063   $20.47 
Exercisable at June 30   8,825         3,231,063      
   2022-Stock Options   2022-Warrants 
   Number of
Options
   Weighted
Average
Exercise
Price
   Number of
Warrants
   Weighted
Average
Exercise
Price
 
Outstanding at January 1, 2022   9,667   $1.50    98,680   $17.37 
Granted   
    
    23,219    21.00 
Exercised   1,304    
    9,585    
 
Forfeited   30    
    1,840    
 
Outstanding at June 30,   8,334   $1.50    109,807   $19.92 
Exercisable at June 30,   8,334         109,807      
Schedule of Option and Warrant The fair value of each option and warrant issued in 2023 was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
Risk-free interest rate   2.86%
Expected volatility   53%
Expected life (years)   5 
Dividend yield   0%
v3.23.2
Description of Business (Details) - m²
1 Months Ended 6 Months Ended
Oct. 08, 2019
Nov. 24, 2020
Jun. 30, 2023
Aug. 15, 2022
Jul. 29, 2022
Dec. 06, 2021
Nov. 08, 2021
Jul. 01, 2021
May 31, 2019
Mar. 08, 2018
Description of Business (Details) [Line Items]                    
Percentage of acquired agreement 49.00%                  
Square foot (in Square Meters)   22,000 30,000              
Smart Acquisition Group LLC [Member]                    
Description of Business (Details) [Line Items]                    
Subsidiary company       50.00%            
Stuart Benson [Member]                    
Description of Business (Details) [Line Items]                    
Subsidiary company       50.00%            
Millenium Natural Manufacturing Corp. [Member]                    
Description of Business (Details) [Line Items]                    
Acquired percentage                   51.00%
Doctors Scientific Organica, LLC [Member]                    
Description of Business (Details) [Line Items]                    
Acquired percentage               100.00%    
Lavi Enterprises, LLC [Member]                    
Description of Business (Details) [Line Items]                    
Acquired percentage                 100.00%  
Nexus Offers, Inc [Member]                    
Description of Business (Details) [Line Items]                    
Acquired percentage             100.00%      
GSP Nutrition Inc [Member]                    
Description of Business (Details) [Line Items]                    
Acquired percentage           100.00%        
Ceautamed Worldwide, LLC [Member]                    
Description of Business (Details) [Line Items]                    
Acquired percentage         100.00%          
v3.23.2
Summary of Significant Accounting Policies (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Aug. 02, 2023
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Apr. 24, 2023
Summary of Significant Accounting Policies (Details) [Line Items]              
Intangible assets to goodwill           $ 4,464,100  
Working capital       $ 9,600,000      
Working Capital Deficiency       9,600,000      
Net of an allowance for doubtful accounts   $ 110,502   110,502   57,581  
Impairment       466,737   $ 0  
Freight costs   68,955 $ 248,395 169,945 $ 528,949    
Advertising costs   $ 575,504 $ 465,669 867,157 1,254,356    
Employee retention credits received       $ 586,556 $ 0    
Warrants (in Shares)   1,449,520     3,245,611    
Stock options (in Shares)     25,000   47,660    
Maximum [Member]              
Summary of Significant Accounting Policies (Details) [Line Items]              
Common stock, shares issued and outstanding (in Shares) 4,737,589           40,440,129
Common stock reverse split (in Shares) 500,000,000            
Estimated useful lives   7 years   7 years      
Minimum [Member]              
Summary of Significant Accounting Policies (Details) [Line Items]              
Common stock, shares issued and outstanding (in Shares) 1,594,082           822,303
Common stock reverse split (in Shares) 166,666,667            
Estimated useful lives   3 years   3 years      
Other Intangible Assets [Member] | Maximum [Member]              
Summary of Significant Accounting Policies (Details) [Line Items]              
Estimated useful lives   15 years   15 years      
Other Intangible Assets [Member] | Minimum [Member]              
Summary of Significant Accounting Policies (Details) [Line Items]              
Estimated useful lives   3 years   3 years      
v3.23.2
Correction of Prior Period Immaterial Errors (Details) - USD ($)
3 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Correction of Prior Period Immaterial Errors (Details) [Line Items]    
Intangible assets net $ 340,100  
Amortization 67,075 $ 279,575
Finite-Lived Intangible Assets [Member]    
Correction of Prior Period Immaterial Errors (Details) [Line Items]    
Amortization $ 346,768  
Corrections [Member]    
Correction of Prior Period Immaterial Errors (Details) [Line Items]    
Intangible assets net   $ 4,134,000
v3.23.2
Correction of Prior Period Immaterial Errors (Details) - Schedule of Consolidated Balance Sheet - USD ($)
Mar. 31, 2023
Dec. 31, 2022
As Previously Reported [Member]    
Condensed Balance Sheet Statements, Captions [Line Items]    
Intangible assets, net $ 20,326,040 $ 20,936,258
Goodwill 1,342,000 1,342,000
PPA Finalization [Member]    
Condensed Balance Sheet Statements, Captions [Line Items]    
Intangible assets, net (340,100) (340,100)
Goodwill 340,100 340,100
Corrections [Member]    
Condensed Balance Sheet Statements, Captions [Line Items]    
Intangible assets, net (4,134,000) (4,134,000)
Goodwill 4,134,000 4,134,000
As Adjusted [Member]    
Condensed Balance Sheet Statements, Captions [Line Items]    
Intangible assets, net 15,851,940 16,462,158
Goodwill $ 5,816,100 $ 5,816,100
v3.23.2
Inventory (Details) - Schedule of Inventory - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Schedule of Inventory [Abstract]    
Raw materials $ 512,962 $ 644,202
Packaging materials 902,980 946,884
Finished goods 476,870 1,074,415
Inventory net $ 1,892,812 $ 2,665,501
v3.23.2
Property and Equipment (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Property and Equipment [Abstract]        
Depreciation and amortization expense $ 46,911 $ 72,985 $ 127,903 $ 142,178
v3.23.2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 1,449,230 $ 1,445,780
Less: accumulated depreciation and amortization (1,091,464) (963,561)
Property and equipment, net $ 357,766 482,219
Furniture and fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, estimated useful lives 7 years  
Property and equipment, gross $ 9,139 9,139
Equipment – manufacturing [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, estimated useful lives 5 years  
Property and equipment, gross $ 1,346,152 1,342,702
Building and equipment [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, estimated useful lives 5 years  
Property and equipment, gross $ 3,840 3,840
Leasehold improvements [Member]    
Property, Plant and Equipment [Line Items]    
Property and equipment, estimated useful lives 3 years 6 months  
Property and equipment, gross $ 90,099 $ 90,099
v3.23.2
Intangible Assets (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Intangible Assets [Abstract]    
Intangible assets to goodwil $ 4,134,000  
Finite-Lived Intangible Assets [Member]    
Intangible Assets [Abstract]    
Intangible assets to goodwil 340,100  
Impairment amount 466,737  
Depreciation and amortization expense $ 1,070,900 $ 710,925
v3.23.2
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Schedule of Intangible Assets [Abstract]    
Total intangible assets $ 18,379,745 $ 18,846,482
Less: amortization (3,468,461) (2,384,324)
Intangibles, net 14,911,284 16,462,158
Customer contracts [Member]    
Schedule of Intangible Assets [Abstract]    
Intangible asset $ 6,375,525 6,842,262
Customer contracts [Member] | Minimum [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 7 years  
Customer contracts [Member] | Maximum [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 10 years  
Developed technology [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 15 years  
Intangible asset $ 1,660,000 1,660,000
Non-compete agreements [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 3 years  
Intangible asset $ 840,000 840,000
Patents [Member]    
Schedule of Intangible Assets [Abstract]    
Intangible asset $ 2,950,000 2,950,000
Patents [Member] | Minimum [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 5 years  
Patents [Member] | Maximum [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 10 years  
Tradename [Member]    
Schedule of Intangible Assets [Abstract]    
Intangible asset $ 4,170,000 4,170,000
Tradename [Member] | Minimum [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 10 years  
Tradename [Member] | Maximum [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 15 years  
Intellectual property [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 10 years  
Intangible asset $ 1,800,000 1,800,000
Licenses agreements [Member]    
Schedule of Intangible Assets [Abstract]    
Estimated Useful Lives (in Years) 5 years  
Intangible asset $ 584,220 $ 584,220
v3.23.2
Intangible Assets (Details) - Schedule of the Changes to Each of the Intangible Assets
Dec. 31, 2022
USD ($)
Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets $ 23,421,025
PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets (4,574,543)
As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 18,846,482
Customer contracts [Member] | Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 17,046,076
Customer contracts [Member] | PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets (10,203,814)
Customer contracts [Member] | As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 6,842,262
Developed technology [Member] | Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 1,570,000
Developed technology [Member] | PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 90,000
Developed technology [Member] | As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 1,660,000
Non-compete agreements [Member] | Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 1,595,530
Non-compete agreements [Member] | PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets (755,530)
Non-compete agreements [Member] | As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 840,000
Patents [Member] | Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 230,000
Patents [Member] | PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 2,720,000
Patents [Member] | As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 2,950,000
Tradename [Member] | Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 2,010,000
Tradename [Member] | PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 2,160,000
Tradename [Member] | As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 4,170,000
Intellectual property [Member] | Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 385,199
Intellectual property [Member] | PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets (385,199)
Intellectual property [Member] | As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets
Supplier contracts [Member] | Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets
Supplier contracts [Member] | PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 1,800,000
Supplier contracts [Member] | As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 1,800,000
Licenses agreements [Member] | Previously Reported [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets 584,220
Licenses agreements [Member] | PPA Adjustments [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets
Licenses agreements [Member] | As Adjusted [Member]  
Finite-Lived Intangible Assets [Line Items]  
Total intangible assets $ 584,220
v3.23.2
Intangible Assets (Details) - Schedule of Future Amortization
Jun. 30, 2023
USD ($)
Schedule of Future Amortization [Abstract]  
2023 (remainder of year) $ 1,139,074
2024 2,277,688
2025 1,918,440
2026 1,354,076
2027 1,282,372
Thereafter 6,939,634
Total $ 14,911,284
v3.23.2
Leases (Details)
6 Months Ended
Jun. 30, 2023
Minimum [Member]  
Leases (Details) [Line Items]  
Leases term 5 years
Maximum [Member]  
Leases (Details) [Line Items]  
Leases term 7 years
Leases Involving Equipment [Member] | Minimum [Member]  
Leases (Details) [Line Items]  
Leases involving real estate 4 years
Leases Involving Equipment [Member] | Maximum [Member]  
Leases (Details) [Line Items]  
Leases involving real estate 5 years
v3.23.2
Leases (Details) - Schedule of Right of Use Assets and Lease Liabilities - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Noncurrent    
Total lease liabilities $ 2,580,999 $ 2,727,265
Operating leases right-of-use asset [Member]    
Leases (Details) - Schedule of Right of Use Assets and Lease Liabilities [Line Items]    
Right of use assets Operating leases 2,506,630 2,672,866
Operating lease liabilities, current portion [Member]    
Lease liabilities    
Operating leases 331,811 303,819
Operating lease liabilities, non-current portion [Member]    
Noncurrent    
Operating leases $ 2,249,188 $ 2,423,446
v3.23.2
Leases (Details) - Schedule of Lease Costs - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
General and administration [Member]    
Leases (Details) - Schedule of Lease Costs [Line Items]    
Rent expense $ 298,234 $ 326,658
v3.23.2
Leases (Details) - Schedule of Supplemental Cash Flow Information Related
6 Months Ended
Jun. 30, 2023
USD ($)
Schedule of Supplemental Cash Flow Information Related [Abstract]  
Cash paid for amounts included in the measurement of lease liabilities $ 146,266
v3.23.2
Leases (Details) - Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate
Jun. 30, 2023
Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate [Abstract]  
Weighted average remaining term (in years) 5 years 5 months 1 day
Weighted average discount rate 12.00%
v3.23.2
Leases (Details) - Schedule of Annual Maturity Analysis of the Company’s Lease Liabilities
Jun. 30, 2023
USD ($)
Schedule of Annual Maturity Analysis of the Company’s Lease Liabilities [Abstract]  
2023 $ 308,541
2024 633,037
2025 651,828
2026 671,213
2027 658,622
Thereafter 636,778
Total payments 3,560,019
Less: interest (979,020)
Present value of lease liability 2,580,999
Less: Current portion of lease liabilities (331,811)
Noncurrent portion of lease liabilities $ 2,249,188
v3.23.2
Debt (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2023
May 26, 2023
May 25, 2023
Apr. 20, 2023
Apr. 13, 2023
Mar. 07, 2023
Feb. 16, 2023
Feb. 08, 2023
Jan. 01, 2023
Nov. 30, 2022
Sep. 30, 2022
Aug. 31, 2022
Jul. 31, 2022
Jul. 29, 2022
Dec. 21, 2021
Nov. 08, 2021
Jul. 01, 2021
Feb. 28, 2021
Jun. 30, 2020
Jun. 30, 2023
May 30, 2023
May 25, 2023
Feb. 14, 2023
Jan. 31, 2023
Dec. 31, 2022
Aug. 31, 2022
Jul. 31, 2022
Jun. 30, 2022
May 31, 2022
Mar. 31, 2023
Jun. 30, 2023
Jun. 30, 2022
Aug. 26, 2023
Jun. 22, 2023
Apr. 21, 2023
Dec. 21, 2022
Dec. 06, 2022
Nov. 02, 2022
Oct. 12, 2022
Mar. 31, 2022
Dec. 31, 2021
Dec. 31, 2018
Debt (Details) [Line Items]                                                                                    
Aggregate principal amount $ 5,146,452 $ 50,000     $ 59,000 $ 137,000               $ 1,300,000           $ 5,146,452                     $ 5,146,452     $ 118,000 $ 53,000              
Issued Amount                                                             1,234,413                      
Issuances costs 184,413                                     184,413                     $ 184,413                      
Original issue discount percentage                                                             15.00%                      
Original issue discount amount $ 771,183                                     $ 771,183                     $ 771,183                      
Total purchase price                                                             $ 4,375,269                      
Debentures interest rate 17.50%                                     17.50%                     17.50%                      
Gross proceeds                                                             $ 20,000,000                      
Outstanding principal amount                                                             4,402,947                      
Unamortized debt issuance cost                                                             396,811                      
Accrued interest                                                             150,000                      
agreements totaling                                         $ 250,000                                          
Aggregate amount $ 1,045,000                                     $ 1,045,000                     1,045,000                      
Interest rate         12.00% 12.00%               10.00%                                       17.50% 12.00%              
Loan principal amount       $ 250,000                                                                            
Debt financing 50,000                                     50,000                     50,000                      
Principal cash payments                                                             150,000                      
Remaining of principal plus                                           $ 1,400,000                                        
Accrued interest amount 24,776   $ 334,950                                 24,776   $ 334,950                 24,776                      
Bears interest rate                           5.00%                                                        
Gain on extinguishment                                       63,968 50,814                   257,037 $ 134,956                    
Aggregate amount 350,000                                     350,000                     350,000                 $ 2,250,000    
Debt issuance cost                                                             1,021,292 $ 753,929                    
Payment provides fees                                                             250,000                      
Convertible promissory note                                                                                   $ 200,000
Promissory interest                                               20.00% 15.00%                                  
Outstanding amount                                                             $ 5,642                      
Interest amount   $ 1,137                                                                                
Cash advance agreement                                                       $ 341,150                            
Repayment amount 652,065                   $ 372,500 $ 146,260 $ 897,750                             490,000                            
Weekly payments                     15,000 6,200 40,806                             $ 19,738                            
Agreement amount 107,071                   $ 243,750 $ 100,000                                                            
Debt instrument of payment $ 48,625                                                                                  
Cash advance agreements                                       $ 284,029                                            
Equipment financing loan                                                         $ 146,765                          
Borrowing amount                 $ 15,000                                                                  
Minimum [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Interest rate 10.00%                                     10.00%                     10.00%                      
Maximum [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Interest rate 15.00%                                     15.00%                     15.00%                      
Acquisition Notes [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Gain on extinguishment                                                             $ 60,764                      
Other Promissory Notes and Cash Advances [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal amount                                                             0                      
Accrued interest                                                             14,329                      
Promissory Notes Issued November 2, 2022 [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal amount                                                             0                      
Accrued interest                                                             2,387                      
Promissory Notes Issued February 14, 2023 [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Accrued interest                                                             992                      
Outstanding amount                                                             0                      
Promissory Notes Issued March 7, 2023 [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal amount                                                             51,294                      
Accrued interest                                                             2,859                      
Promissory Notes Issued April 21, 2023 [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal amount                                                             30,000                      
Accrued interest                                                             800                      
Promissory Notes Issued February 16, 2023 [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal amount                                                             118,000                      
Accrued interest                                                             453                      
Other Promissory Notes and Cash Advances [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Aggregate principal amount $ 55,000                                     $ 55,000                     55,000                      
IPO [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal amount                                                           $ 100,000                        
Accrued interest                                                           $ 155,451                        
Equipment Financing Loan One [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Gain on extinguishment                                         $ 37,500                                          
Outstanding amount                                                             80,000                      
Equipment financing loan [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Maturity date                                                   Aug. 01, 2027     Apr. 01, 2027                          
Bears interest rate                       10.18%                           10.18%     10.18%                          
Outstanding amount                                                             $ 120,938                      
Equipment financing loan                                                   $ 35,050 $ 8,463                              
Series B Preferred stock [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Converted Shares (in Shares)   489 6,727   273 230 224 232             472           1,121   93               358                      
Exchange shares (in Shares)     8,579                                     8,579                                        
Acquisition Notes [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Aggregate principal amount 100,000                                     100,000                     $ 100,000                      
Accrued interest                                                             102,900                      
Acquisition Notes [Member] | Series B Preferred stock [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Principal amount     $ 1,500,000                                     $ 1,500,000                                        
EIDL Loan [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Loan principal amount                                     $ 300,000                                              
Loan bears interest rate                                     3.75%                                              
Loan matures term                                     30 years                                              
PPP Loans [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Loan bears interest rate                                   1.00%                                                
Loan amount                                   $ 261,164                                                
Maturity date                                   April 2025                                                
PPP Loans One [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Accrued interest                                                             9,422                      
PPP loans outstanding principal amount                                                             197,457                      
Subsequent Event [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Interest rate                                                                 12.00%                  
Diamond Creek Capital, LLC [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal amount                                                             750,000                      
Accrued interest                                                             52,864                      
Aggregate amount $ 30,000                                     $ 30,000                     30,000                      
Original issue discount subordinated debentures [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Accrued interest                                                             675,197                      
Original issue discount secured subordinated note [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Aggregate principal amount                           $ 2,272,727                                                        
Original issue discount percentage                           12.00%                                                        
Original issue discount amount                           $ 272,727                                                        
Total purchase price                                                             $ 2,000,000                      
Debentures interest rate 16.00%                                     16.00%                     16.00%                      
Outstanding principal amount                                                             $ 2,242,853                      
Unamortized debt issuance cost                                                             223,141                      
Accrued interest                                                             $ 179,428                      
Maturity date                                                             Jul. 29, 2027                      
Promissory Notes [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Aggregate principal amount             $ 50,000 $ 50,000           $ 2,150,000   $ 1,900,000             $ 50,000                         $ 100,000 $ 30,000 $ 50,000 $ 258,000      
Outstanding principal amount                                                             $ 90,000                      
Accrued interest                                                             $ 4,200                      
Maturity date                                                             Jul. 29, 2025                      
Subordinated promissory note percentage                               5.00%                                                    
Interest rate 10.00%             12.00%               5.00%       10.00%     12.00%               10.00%         12.00% 12.00% 12.00%        
Loan principal amount                                 $ 3,000,000                           $ 100,000                      
Bears interest rate                           5.00%                                                        
Acquisition notes outstanding principal amount                                                             2,204,993                      
Debt issuance cost                                                             0                      
Loan bears interest rate                                 15.00%                                                  
Loan interest rate increase                                 5.00%                                                  
Repaid of principal                                                             1,325,000                      
Proceeds of initial public offering $ 27,604                                     $ 27,604                     27,604                      
Outstanding amount                                                                                  
Promissory Notes [Member] | Series B Preferred stock [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Converted Shares (in Shares)   142                                                                                
Promissory Notes [Member] | Acquisition Notes [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Aggregate principal amount                                 $ 3,000,000                                                  
Subordinated promissory note percentage                                 6.00%                                                  
Interest rate                                 6.00%                                                  
Promissory Notes One [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Aggregate principal amount 1,548,950                                     1,548,950                     1,548,950                      
Accrued interest                                                             9,036                      
Convertible Promissory Notes [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Aggregate principal amount                           $ 2,150,000                                                        
Outstanding principal amount                                                             300,000                      
Accrued interest                                                             33,906                      
Interest rate                           10.00%                                                        
Bears interest rate                           5.00%                                                        
Convertible Promissory Notes [Member] | Series B Preferred stock [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Converted Shares (in Shares)     10,458                                                                              
Acquisition Notes [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Debt issuance cost                                                             0                      
12% Unsecured Subordinated Convertible Debentures [Member] | Debentures [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Maturity date                                 Jul. 01, 2022                                                  
Cash Advance [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding amount                                                             207,500                      
Repayment amount                 593,604 $ 994,460                                                                
Weekly payments                   52,422                                                                
Agreement amount                 $ 387,000 $ 592,236     $ 650,000                                                          
Cash Advance Five [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding amount                                                             4,360                      
Cash Advance One [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding amount                                                             8,271                      
Repayment amount                                                 $ 439,207                                  
Agreement amount                                                 293,000                                  
Debt instrument of payment                                                 $ 39,905                                  
Cash Advances Two [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Gain on extinguishment                                       33,579                                            
Debt instrument of payment                                               $ 39,980                                    
Cash Advance Three [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding amount                                                             597,065                      
Unamortized debt issuance cost $ 234,484                                     $ 234,484                     234,484                      
Cash Advance Six [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding amount                                                             30,858                      
Revolving lines of credit [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Bears interest rate                     9.49% 45.09%                           45.09%                             9.49%  
Borrowing amount                     $ 70,000 $ 50,000                           $ 50,000                             $ 958,000  
Outstanding principal of lines of credit                                                             22,907                      
Revolving lines of credit [Member] | DSO One [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal amount                                                             167,110                      
Revolving lines of credit [Member] | DSO [Member]                                                                                    
Debt (Details) [Line Items]                                                                                    
Outstanding principal of lines of credit                                                             $ 35,003                      
v3.23.2
Debt (Details) - Schedule of Debt
Jun. 30, 2023
USD ($)
Schedule of Debt [Abstract]  
Gross total $ 13,455,688
Debt issuance costs (872,036)
Debt, net 12,583,652
Debt, current 5,832,144
Debt issuance costs, current (674,681)
Current portion of debt, net 5,157,462
Debt, non-current 7,623,544
Debt issuance costs, non-current (197,355)
Non-current portion of debt, net 7,426,190
Original issue discount subordinated debentures [Member]  
Schedule of Debt [Abstract]  
Gross total 4,402,947
Original issue discount secured subordinated note [Member]  
Schedule of Debt [Abstract]  
Gross total 2,242,853
Acquisition notes [Member]  
Schedule of Debt [Abstract]  
Gross total 3,843,943
Promissory notes and cash advances [Member]  
Schedule of Debt [Abstract]  
Gross total 2,086,030
Revolving lines of credit [Member]  
Schedule of Debt [Abstract]  
Gross total 225,020
Equipment financing loan [Member]  
Schedule of Debt [Abstract]  
Gross total 157,438
EIDL loan [Member]  
Schedule of Debt [Abstract]  
Gross total 300,000
PPP loans [Member]  
Schedule of Debt [Abstract]  
Gross total $ 197,457
v3.23.2
Debt (Details) - Schedule of Future Contractual Maturities of the Debt
Jun. 30, 2023
USD ($)
Schedule of Future Contractual Maturities of the Debt [Abstract]  
2023 (remainder of year) $ 3,520,377
2024 6,314,304
2025 2,352,877
2026 518,696
2027 537,154
Thereafter 212,280
Total $ 12,467,739
v3.23.2
Concentrations of Credit Risks (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Concentrations of Credit Risks (Details) [Line Items]          
Federal deposit insurance corporation (in Dollars)     $ 250,000   $ 250,000
Accounts receivable, percentage 33.00% 71.00%      
Aggregate purchase, percentage 15.00% 13.00%      
Major Customers [Member]          
Concentrations of Credit Risks (Details) [Line Items]          
Accounts receivable, percentage     47.00% 41.00%  
Aggregate purchase, percentage 66.00% 41.00%      
Major Customers [Member]          
Concentrations of Credit Risks (Details) [Line Items]          
Accounts receivable, percentage     33.00% 71.00%  
Major Vendors [Member]          
Concentrations of Credit Risks (Details) [Line Items]          
Accounts receivable, percentage     17.00% 12.00%  
v3.23.2
Income Taxes (Details) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Income Taxes [Abstract]    
Uncertain tax positions
Net operating loss carry forwards $ 16.1  
v3.23.2
Stockholders' Equity (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
May 24, 2023
May 17, 2023
May 04, 2023
May 02, 2023
Apr. 17, 2023
Aug. 12, 2022
Mar. 31, 2022
Mar. 10, 2022
Feb. 18, 2022
Feb. 14, 2022
Feb. 16, 2022
Dec. 31, 2021
Nov. 23, 2021
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
May 25, 2023
Jan. 31, 2022
Jun. 29, 2021
May 25, 2021
Sep. 30, 2020
Stockholders' Equity (Details) [Line Items]                                                  
Adjustment per annum                       24.00% 15.00%                        
Conversion price (in Dollars per share)       $ 0.0003                                          
Stock options (in Dollars)                                 $ 147,223                
Warrant purchased   194,964 1,000 62,001                                          
Sale of common stock                 9,600                                
Common stock issued             7,884             1,445,864     7,884 1,445,864   245,187          
Total gross proceed (in Dollars)                 $ 14,404,128                                
Net proceed (in Dollars)                 $ 12,738,288                                
Interest issued (in Dollars)             $ 292,500             $ 707,714   $ 984,427   $ 2,252,576 $ 13,741,907            
Additional share of common stock 1,667       1,667       284                 14,623              
Additional shares issued   68,667                                              
Interest expense (in Dollars)                                   $ 1,661,288 $ 1,144,875            
Principal amount (in Dollars)             $ 2,250,000             350,000     $ 2,250,000 $ 350,000              
Direct offering cost (in Dollars)       $ 31,534                                          
Warrant exercise price per share (in Dollars per share)   $ 8.1297   $ 9.24                                          
Warrants shares       93,534                                          
Total gross proceeds (in Dollars)   $ 1,585,057   $ 899,326                                          
Net proceeds amount (in Dollars)   $ 1,074,377   $ 751,933                                          
Compensation expenses (in Dollars)                           $ 27,735   $ 0                  
Exercise price per share (in Dollars per share)   $ 0.0003                                              
Exercise of price per share (in Dollars per share)   $ 7.77                                              
Management percentage                                   1.00%              
Management fee expense (in Dollars)                                   $ 60,000              
Stock exercise price (in Dollars per share)                                   $ 10.1625              
Aggregate of exercised shares                           870,091   9,585   898,846 9,585            
Common Stock [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Outstanding of share             211,049         92,917   1,445,864 265,685 212,841 211,049 1,445,864 212,841 245,187          
Warrant exercise price per share (in Dollars per share)       $ 9.615                                          
Shares of common stock                           878,369       878,369              
Aggregate of exercised shares                           878,347 20,498                    
Warrant [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Warrant purchased   126,298                                              
Additional shares issued   194,964                                              
Warrant exercise price per share (in Dollars per share)   $ 8.13                                              
Exercise price per share (in Dollars per share)   $ 7.77                                              
IPO [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Common stock issued                 14,457                                
Additional shares issued                 284                                
Interest expense (in Dollars)                 $ 10,844,960                                
Private Placement [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Sale of common stock       93,534                                          
Warrant exercise price per share (in Dollars per share)       $ 9.24                                          
Shares issued       93,534                                          
Stock Option [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Compensation expenses (in Dollars)                                   $ 80,208            
Series A convertible preferred stock [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Preferred stock                                             8,000    
Cumulative dividends percentage                   7.50%                              
Adjustment value (in Dollars)                   $ 1,000                              
Dividend accrual (in Dollars)                                   $ 600,750              
Conversion price (in Dollars per share)                                   $ 0.6667              
Common stock percentage                                   4.99%              
Holders percentage                           9.99%       9.99%              
Series A Preferred Stock [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Outstanding of share                           1,000       1,000              
Conversion of common share                                   10,000              
Common stock issued     10,000                                            
Warrant exercise price per share (in Dollars per share)       $ 9.6147                                          
Series B Preferred Stock [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Issuance of series A convertible preferred stock                                               5,000,000  
Shares issued                                         8,579        
Series B convertible preferred stock [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Conversion price (in Dollars per share)                                   $ 6.69              
Common stock percentage                                   4.99%              
Holders percentage                           9.99%       9.99%              
Stock options (in Dollars)                                                
Series A Warrants [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Warrant purchased                 1,376                                
Common stock issued                 10,976                                
Exercise price (in Dollars per share)                           $ 1,050       $ 1,050              
Series B Warrants [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Warrant purchased                 1,376                                
Common stock issued                 10,976                                
Warrants shares                           9,595       9,595              
Exercise price (in Dollars per share)                           $ 1,500       $ 1,500              
Warrants issued                           9,595       9,595              
Board of Directors Chairman [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Granted restricted stock , description               On March 10, 2022, the Company granted restricted stock awards for an aggregate of 5,847 shares of common stock to certain directors, officers, and consultants. A total of 4,514 of these shares vested in full on the date of grant. The remaining 1,334 shares, which were granted to independent directors, vest monthly over a one-year period which were recorded as a prepaid of $46,900 at December 31, 2022. A total of 3,467 of these shares were granted under the 2020 Stock Incentive Plan described below. The remaining 2,200 were granted under the 2022 Equity Incentive Plan described below. The shares, valued at $822,626, were based on the closing trading price per share of $140.70 on the date of the grant.                                  
2020 Equity Incentive Plan [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Issuance of authorized shares                                                 13,334
Number of shares issue                           46       46   46          
Two Thousand And Twenty Two Equity Incentive Plan[Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Stock exercise price (in Dollars per share)           $ 94.5                                      
Issuance of authorized shares                                           466,667      
Stock available for issuance                           454,528       454,528              
Aggregate shares           7,554                                      
H.C.Wainwright&CoLLC [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Conversion secured percentage                                   7.50%              
Gross proceeds percentage                           1.00%       1.00%              
Fees and expenses (in Dollars)                                   $ 30,000              
Exercise price (in Dollars per share)                           $ 12.0188       $ 12.0188              
Offering price percentage                           125.00%       125.00%              
Executive Chairman [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Stock exercise price (in Dollars per share)           $ 103.95                                      
Shares of common stock           2,000                                      
Dawson James Securities Inc [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Underwriting agreement , description                     the Company entered into an underwriting agreement with Dawson James Securities, Inc., as representative of the several underwriters named on Schedule I thereto, relating to its IPO of units, each unit consisting of one share of common stock, a Series A warrant to purchase one share of common stock and a Series B warrant to purchase one share of common stock. Pursuant to the underwriting agreement, the Company agreed to sell 9,600 units to the underwriters, at a purchase price per unit of $1,365.00 (the offering price to the public of $1,500.00 per unit minus the underwriters’ discount), and also agreed to grant to the underwriters a 45-day option to purchase up to 1,440 additional shares of common stock, up to 1,440 additional Series A warrants, and/or up to 1,440 additional Series B warrants, in any combination thereof, at a purchase price to the public of $1,497.00 per share and $1.50 per warrant, less underwriting discounts and commissions, solely to cover over-allotments, if any.                            
Justin Francisco [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Common stock issued                 2,577                                
Conversion secured percentage                 5.00%                                
Conversion secured percentage (in Dollars)                 $ 1,900,000                                
Interest (in Dollars)                 $ 32,500                                
Sasson E. Moulavi [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Common stock issued                 4,155                                
Conversion secured percentage                 6.00%                                
Conversion secured percentage (in Dollars)                 $ 3,000,000                                
Interest (in Dollars)                 $ 116,000                                
East West Capital LLC [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Common stock issued                 1,533                                
Conversion secured percentage (in Dollars)                 $ 500,000                                
Interest issued (in Dollars)                 $ 74,583                                
GSP [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Common stock issued                 99                                
Placement Agent [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Conversion secured percentage                                   7.50%              
Fees and expenses (in Dollars)                                   $ 15,950              
Offering price percentage                           125.00%       125.00%              
Placement Agent [Member] | Warrant [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Warrant purchased   194,964                                              
Placement Agent [Member] | H.C.Wainwright&CoLLC [Member]                                                  
Stockholders' Equity (Details) [Line Items]                                                  
Warrant purchased                                   7,015              
Compensation expenses (in Dollars)                                   $ 15,950              
v3.23.2
Stockholders' Equity (Details) - Schedule of Options and Warrants Granted, Exercised, Forfeited and Outstanding
6 Months Ended
Jun. 30, 2023
$ / shares
shares
Jun. 30, 2022
$ / shares
shares
Stock Options [Member]    
Stockholders' Equity (Details) - Schedule of Options and Warrants Granted, Exercised, Forfeited and Outstanding [Line Items]    
Number of Options, Outstanding Begining Balance 17,187 9,667
Weighted Average Exercise Price, Outstanding Begining Balance (in Dollars per share) | $ / shares $ 50.31 $ 1.5
Number of Options, Granted
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares
Number of Options, Exercised 1,304
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares
Number of Options, Forfeited 1,300 30
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares
Number of Options, Outstanding Ending Balance 15,887 8,334
Weighted Average Exercise Price, Outstanding Ending Balance (in Dollars per share) | $ / shares $ 50.31 $ 1.5
Exercisable 8,825 8,334
Warrants [Member]    
Stockholders' Equity (Details) - Schedule of Options and Warrants Granted, Exercised, Forfeited and Outstanding [Line Items]    
Number of Options, Outstanding Begining Balance 1,506,027 98,680
Weighted Average Exercise Price, Outstanding Begining Balance (in Dollars per share) | $ / shares $ 61.41 $ 17.37
Number of Options, Granted 2,623,885 23,219
Weighted Average Exercise Price, Granted (in Dollars per share) | $ / shares $ 5.31 $ 21
Number of Options, Exercised 898,846 9,585
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares $ 0.51
Number of Options, Forfeited 3 1,840
Weighted Average Exercise Price, Forfeited (in Dollars per share) | $ / shares $ 0.03
Number of Options, Outstanding Ending Balance 3,231,063 109,807
Weighted Average Exercise Price, Outstanding Ending Balance (in Dollars per share) | $ / shares $ 20.47 $ 19.92
Exercisable 3,231,063 109,807
v3.23.2
Stockholders' Equity (Details) - Schedule of Option and Warrant
6 Months Ended
Jun. 30, 2023
Schedule of Option and Warrant [Abstract]  
Risk-free interest rate 2.86%
Expected volatility 53.00%
Expected life (years) 5 years
Dividend yield 0.00%
v3.23.2
Related Party Transactions (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Related Party Transactions [Abstract]        
Company paid trilogy $ 0 $ 0 $ 27,547 $ 0
v3.23.2
Subsequent Events (Details) - Subsequent Event [Member]
Aug. 02, 2023
shares
Maximum [Member]  
Subsequent Events (Details) [Line Items]  
Issue increased shares 500,000,000
Issued and outstanding common stock decreased 4,737,589
Minimum [Member]  
Subsequent Events (Details) [Line Items]  
Issue increased shares 166,666,667
Issued and outstanding common stock decreased 1,594,082

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