Income Taxes (Details Narrative) $ / shares in Units, $ in Thousands |
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1 Months Ended |
3 Months Ended |
6 Months Ended |
11 Months Ended |
12 Months Ended |
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Nov. 08, 2025
USD ($)
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Oct. 15, 2025
USD ($)
shares
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Oct. 07, 2025
shares
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Jul. 15, 2025
USD ($)
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Jul. 11, 2025
USD ($)
Integer
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Jun. 19, 2025
USD ($)
$ / shares
shares
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Jun. 18, 2025
USD ($)
$ / shares
shares
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Jun. 17, 2025
USD ($)
$ / shares
shares
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Jun. 11, 2025
USD ($)
$ / shares
shares
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May 27, 2025
USD ($)
$ / shares
shares
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Jan. 27, 2025
USD ($)
$ / shares
shares
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Jan. 23, 2025
USD ($)
$ / shares
shares
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Jan. 01, 2025
shares
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Dec. 20, 2024
USD ($)
$ / shares
shares
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Nov. 07, 2024
USD ($)
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Jun. 18, 2024 |
Jun. 17, 2024
USD ($)
$ / shares
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Mar. 28, 2024
USD ($)
$ / shares
shares
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Nov. 07, 2023
USD ($)
$ / shares
shares
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Nov. 30, 2025
shares
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Jun. 30, 2025
USD ($)
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Oct. 31, 2024
USD ($)
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Jul. 31, 2024
USD ($)
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Mar. 31, 2024
USD ($)
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Feb. 29, 2024
USD ($)
shares
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Dec. 31, 2020
USD ($)
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Dec. 31, 2020
CAD ($)
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Mar. 31, 2026
USD ($)
shares
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Mar. 31, 2025
USD ($)
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Jun. 30, 2024
USD ($)
$ / shares
shares
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Feb. 29, 2024
USD ($)
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Dec. 31, 2025
USD ($)
$ / shares
shares
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Dec. 31, 2024
USD ($)
$ / shares
shares
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Dec. 31, 2023 |
Aug. 22, 2025
shares
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Aug. 21, 2025
shares
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Jan. 21, 2025
shares
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| Effective Income Tax Rate Reconciliation [Line Items] |
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| Net operating loss |
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$ 9,198,000
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$ 9,092,000
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| Net operating loss, expiring |
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12,200,000
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| Net operating loss, non expiring |
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27,300,000
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| Valuation sllowance amount increased |
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800,000
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| Uncertain tax positions |
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0
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0
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| Accounts receivable |
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$ 1,500,000
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500,000
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200,000
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| Aggregate principal amount |
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1,600,000
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1,250,000
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| Debt instrument accrued interest |
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$ 100,000
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| Warrants to acquire common stock | shares |
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95,745
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| Debt instrument description |
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The PIPE Notes are convertible
into shares of Common Stock at the PIPE Investor’s election at a conversion price equal to the lower of (i) $10.00 per share, and
(ii) 92.5% of the lowest VWAP for the ten (10) trading days immediately preceding the conversion date, subject to the floor price of
$1.14 (representing 20% of the closing price of the Common Stock on the last trading day before the closing of the Business Combination),
or the alternative conversion ratio of the greater of the floor price and the lesser of 80% of the VWAP of the common stock as of the
trading day and 80% of the price computed as the quotient of the sum of the VWAP of the Common Stock for each of the three trading days
with the lowest VWAP of the Common Stock during the fifteen consecutive trading day period ending and including the trading day immediately
preceding the delivery or deemed delivery of the applicable conversion notice, divided by three.
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| Conversion of loan |
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$ 1,700,000
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$ 1,700,000
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| Floor price | $ / shares |
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1.14
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1.14
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| Issuance of common stock upon conversion of PIPE Notes |
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510,000
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| [custom:DebtInstrumentInterestRateDefaultPercentage-0] |
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18.00%
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| Stock issued during period value conversion of convertible securities |
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$ 1,392,000
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| Shares issued price per share | $ / shares |
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$ 0.45
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| Stock repurchased during period shares | shares |
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187,745
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| Stock repurchased during period value |
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$ 500,000
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529,000
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| Gain loss on extinguishment of debt |
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$ (41,000)
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| Warrants outstanding | shares |
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14,339,078
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14,339,078
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14,430,958
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| Stock warrant expense |
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$ 35,000
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| Stock options granted | shares |
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0
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| Share based compensation |
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$ 431,000
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$ 208,000
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$ 2,032,000
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$ 628,000
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| Stock issued during period shares restricted stock award | shares |
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30,000
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970,574
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| Stock issued during period shares restricted stock award vested | shares |
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876,812
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518,278
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| Stock-based compensation expense |
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$ 2,032,000
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$ 628,000
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| Gross proceeds from warrant exercises |
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$ 60,000
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| Private Placement Warrants [Member] |
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| Effective Income Tax Rate Reconciliation [Line Items] |
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| Warrants to purchase common stock | shares |
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2,199,939
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2,158,059
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| Share-Based Payment Arrangement, Option [Member] |
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| Effective Income Tax Rate Reconciliation [Line Items] |
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| Share price | $ / shares |
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$ 1.00
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| Time based stock options description |
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The stock options were forfeited without exercise 90 days after his termination of service with the Company and they
were no longer outstanding at December 31, 2024. There was no other stock option activity during the year ended December 31, 2024, and
there was no stock option activity during the year ended December 31, 2025.
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| Stock options granted | shares |
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147,000
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| Share based compensation |
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$ 30,000.00
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| Weighted average grant date fair value | $ / shares |
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$ 0.23
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| Restricted Stock Units (RSUs) [Member] |
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| Effective Income Tax Rate Reconciliation [Line Items] |
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| Stock-based compensation expense |
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$ 1,000,000.0
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| Employee benefits and share based compensation |
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$ 1,800,000
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| Weighted average grant date fair value, vested | $ / shares |
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$ 2.50
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| September 2024 [Member] | Pre Funded Warrant [Member] |
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| Effective Income Tax Rate Reconciliation [Line Items] |
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| Warrants outstanding | shares |
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677,539
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| Warrants to purchase common stock | shares |
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510,670
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| September 2024 [Member] | Private Placement Warrants [Member] |
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| Effective Income Tax Rate Reconciliation [Line Items] |
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| Warrants to purchase common stock | shares |
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444,895
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| June 2025 [Member] | Pre Funded Warrant [Member] |
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| Effective Income Tax Rate Reconciliation [Line Items] |
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| Warrants outstanding | shares |
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1,347,425
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| Warrants to purchase common stock | shares |
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1,214,032
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| July 2024 [Member] | Pre Funded Warrant [Member] |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase common stock | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,323,530
|
|
|
| 2022 Equity Incentive Plan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Time based stock options description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
the Company’s Board of Directors adopted the 2022 Equity Incentive Plan (the “2022 Plan”) and reserved an amount
of shares of Common Stock equal to 10% of the number of shares of Common Stock of OneMedNet immediately following the Business Combination.
The 2022 Plan is also subject to annual increases to be added on the first day of each fiscal year equal to 5% of the number of outstanding
shares on the immediately preceding December 31 (subject to a maximum annual increase of 1,000,000 shares).
|
|
|
|
| Increase in share issuance | shares |
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Available for issuance | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,769,571
|
|
|
|
|
|
| Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
| Weighted average grant date vested | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2.34
|
|
|
|
|
|
| BOC Bank [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Line of credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,000,000.0
|
|
|
|
|
|
|
|
|
$ 0
|
|
|
|
|
| Line of credit facility interest rate during period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loan fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 20,000.00
|
|
|
|
|
|
| Lender [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued price per share | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10.00
|
|
|
|
|
|
| Investor [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued price per share | $ / shares |
|
|
|
|
|
$ 0.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion price | $ / shares |
|
|
|
|
|
$ 0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued during period value conversion of units |
|
|
|
|
|
$ 2,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued during period shares conversion of units | shares |
|
|
|
|
|
3,650,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from extension loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued during period shares conversion of convertible securities | shares |
|
|
|
|
|
1,043,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued price per share | $ / shares |
|
|
|
|
|
$ 0.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans payable |
|
|
|
|
|
$ 700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 700,000
|
|
|
|
|
|
|
| Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.00%
|
|
|
|
|
|
|
| Conversion price | $ / shares |
|
|
|
|
|
$ 0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible debt non current |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Beneficial Ownership [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsidiary, Ownership Percentage, Noncontrolling Owner |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.99%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Yorkville Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
|
|
|
|
|
|
|
$ 200,000
|
$ 100,000
|
$ 200,000
|
$ 600,000
|
|
$ 200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Issuance of shares | shares |
|
|
|
|
|
|
|
|
466,853
|
288,001
|
216,675
|
650,026
|
|
245,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share price | $ / shares |
|
|
|
|
|
|
|
|
$ 0.3213
|
$ 0.3472
|
$ 0.9230
|
$ 0.9230
|
|
$ 0.8163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares to be issued | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
245,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Fair value |
|
|
|
|
|
|
|
|
$ 200,000
|
$ 100,000
|
$ 200,000
|
$ 900,000
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument, repaid, principal |
|
|
|
|
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loans With Related Parties [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued during period value conversion of convertible securities |
|
|
|
|
|
|
|
$ 1,600,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,600,000
|
|
|
|
|
|
|
|
| Stock issued during period shares conversion of convertible securities | shares |
|
|
|
|
|
|
|
2,123,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,123,424
|
|
|
|
|
|
|
|
| Shares issued price per share | $ / shares |
|
|
|
|
|
|
|
$ 0.7535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.7535
|
|
|
|
|
|
|
|
| CEBA Loan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion of loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 40,000.00
|
|
|
|
|
|
|
|
|
|
|
|
| Gain loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 15,000
|
|
|
|
|
|
| Proceeds from loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000.00
|
$ 60
|
|
|
|
|
|
|
|
|
|
|
| Forgiven of loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,000.00
|
|
|
|
|
|
|
|
|
|
|
|
| Loan payment term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 years
|
3 years
|
|
|
|
|
|
|
|
|
|
|
| Interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.00%
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to acquire common stock | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
277,778,000
|
|
|
|
|
| Issuance of common stock upon conversion of PIPE Notes, shares | shares |
|
|
|
|
|
|
1,453,174
|
1,453,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,453,174
|
|
|
|
|
|
| Issuance of common stock upon conversion of PIPE Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares to be issued | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400,000
|
|
|
|
1,020,880
|
|
|
|
|
|
| Stock issued during period value conversion of convertible securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued during period shares conversion of convertible securities | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,866,562
|
|
|
|
|
|
| Stock repurchased during period value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock issued during period shares restricted stock award | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
970,574
|
200,000
|
|
|
|
|
| Business Combination Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants outstanding | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585,275
|
585,275
|
|
|
|
|
| Exercise price of warrants | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 11.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase common stock | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
585,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PIPE Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants outstanding | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,744
|
|
|
|
|
|
| Warrants to purchase common stock | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95,745
|
95,745
|
|
|
|
|
| PIPE Warrants [Member] | Related Party [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants outstanding | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,829
|
|
|
|
|
|
| Public Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price of warrants | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 11.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants to purchase common stock | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
11,500,000
|
11,500,000
|
|
|
|
|
| Sale of stock share price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 18.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sale of stock share price | $ / shares |
|
|
|
|
|
$ 0.42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of shares issue and sold | shares |
|
|
|
|
|
3,390,923
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Securities Purchase Agreement [Member] | Data Knights Acquisition Corp [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PIPE Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,200,000
|
$ 100,000
|
|
|
|
|
| Standby Equity Purchase Agreement [Member] | Yorkville Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Yorkville Note is convertible by Yorkville into shares of Common Stock at an aggregate purchase price based on a price per share equal
to the lower of (a) $1.3408 per share (subject to downward reset upon the filing of the resale registration statement described below)
or (b) 90% of the lowest daily volume-weighted average price (“VWAP”) of the Common Stock on Nasdaq during the seven trading
days immediately prior to each conversion (the “Variable Price”), but which Variable Price may not be lower than the Floor
Price then in effect.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| PIPE Notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
700,000
|
|
|
|
|
| Floor price | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Convertible Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Interest Rate, Effective Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun. 17, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share-Based Compensation Arrangement by Share-Based Payment Award, Percentage of Outstanding Stock Maximum |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.90%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financing Agreement [Member] | Loans Payable [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument maturity date |
Dec. 08, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 07, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate |
7.40%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.70%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Payments of debt issuance costs |
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amended Loan Extension Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument description |
|
|
|
The Company has agreed to make 36 consecutive
monthly payments beginning on July 15, 2025 in equal installments of $11,378, which includes principal plus accrued and unpaid interest.
The Company determined this transaction was not a troubled debt restructuring as there were no concessions granted to the Company. Instead,
the amendment was accounted for as a debt extinguishment in accordance with ASC 470-50 because the change in cash flows with interest
were substantially different from the original terms without interest.
|
The Company has agreed to make 24 consecutive monthly payments beginning on July 15, 2025 in equal installments of $4,413, which
includes principal plus accrued and unpaid interest. The amendment was accounted for as a debt modification in accordance with ASC 470-50
because the change in cash flows with interest were not substantially different from the original terms without interest. As a result,
no gain or loss was recognized and there were no new or previously capitalized debt issuance costs to be amortized over the term of the
new debt instrument.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt instrument maturity date |
|
|
|
Jun. 15, 2028
|
Jun. 15, 2027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest rate |
|
|
|
7.00%
|
6.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from other debt |
|
|
|
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Consecutive trading days | Integer |
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Repayment of debt |
|
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gain loss on extinguishment of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,216
|
|
|
|
|
|
| Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68,270
|
|
|
|
|
|
| Debt instrument periodic payment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,460
|
|
|
|
|
|
| Debt instrument periodic payment interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,810
|
|
|
|
|
|
| Stock Repurchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock repurchased during period shares | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,745
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock repurchased during period value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from issuance of debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 100,000
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outstanding debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 300,000
|
|
|
|
|
| Helena Termination Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from issuance of convertible notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 4,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Warrants outstanding | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price of warrants | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock warrant expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000.00
|
|
|
|
|
|
| Legal fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 40,000.00
|
|
|
|
|
|
| Helena Termination Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Exercise price of warrants | $ / shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 1.20
|
|
|
|
|
|
| Warrants to purchase common stock | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
| Number of shares issue and sold | shares |
|
25,000
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross proceeds from warrant exercises |
|
$ 60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income Tax Jurisdiction, Domestic Federal [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 39,500,000
|
|
|
|
|
|
| Income Tax Jurisdiction, Domestic State and Local [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effective Income Tax Rate Reconciliation [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 16,700,000
|
|
|
|
|
|