ACQUISITIONS (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
|---|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES |
The
AOS Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair values
of the acquired assets and liabilities as of the acquisition date were:
SCHEDULE
OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES
| |
|
|
|
|
| Consideration1 |
|
$ |
12,608,560 |
|
| |
|
|
|
|
| Assets acquired: |
|
|
|
|
| Cash and cash equivalents |
|
|
200,661 |
|
| Accounts receivable |
|
|
153,764 |
|
| Prepaid and other assets |
|
|
167,565 |
|
| Inventory |
|
|
656,448 |
|
| PP&E, net |
|
|
16,622 |
|
| Intangibles |
|
|
17,309 |
|
| Right of use asset |
|
|
85,502 |
|
| Total assets acquired |
|
|
1,297,871 |
|
| |
|
|
|
|
| Liabilities assumed: |
|
|
|
|
| Accrued liabilities |
|
|
562,919 |
|
| Accounts payable |
|
|
128,724 |
|
| Right of use liability |
|
|
87,539 |
|
| Line of credit |
|
|
- |
|
| Total liabilities assumed |
|
|
779,182 |
|
| |
|
|
|
|
| Net assets acquired |
|
|
518,689 |
|
| |
|
|
|
|
| Goodwill2
|
|
$ |
12,089,871 |
|
| 1 |
|
Consideration
consists of the following: $1,821 cash paid to sellers at the acquisition date, $11,654,452 of shares transferred to sellers at the
acquisition date, $4,147 of cash to be paid to sellers, $1,990 of cash holdback to be paid to sellers at the end of the holdback
period and $946,149 of equity holdback to be paid to sellers at the end of the holdback period, which is 18-month holdback period
from the date of the AOS Acquisition. |
| 2 |
|
See Note 14 – GOODWILL for subsequent impairment of $9,145,000. |
|
| SCHEDULE OF PROFORMA ACQUISITION |
The
following unaudited pro forma for the year ended December 31, 2023 presents revenues and earnings of the combined entity as though the
Soylent acquisition occurred on January 1, 2023.
SCHEDULE
OF PROFORMA ACQUISITION
| |
|
STCB1 |
|
|
Soylent2 |
|
|
Pro Forma Combined |
|
| |
|
Unaudited Pro Forma for the year ended December 31, 2023 |
|
| |
|
STCB1 |
|
|
Soylent2 |
|
|
Pro Forma Combined |
|
| Revenue, net |
|
$ |
65,211,283 |
|
|
$ |
5,481,623 |
|
|
$ |
70,692,861 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net (loss) |
|
$ |
(46,402,121 |
) |
|
$ |
(9,189,116 |
) |
|
$ |
(55,591,237 |
) |
| 1 |
|
The
Company does not include results for Soylent prior to the date of acquisition, February 15,
2023, as Soylent was not yet a subsidiary of the Company. |
| 2 |
|
Presents the revenue and earnings for Soylent prior to the date of acquisition, or January 1, 2023 through February 14, 2023. |
|
| Skylar Acquisition [Member] |
|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES |
The
Skylar Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair
values of the acquired assets and liabilities as of the acquisition date were:
SCHEDULE
OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES
| |
|
|
|
|
| Consideration1 |
|
$ |
21,417,681 |
|
| |
|
|
|
|
| Assets acquired: |
|
|
|
|
| Cash and cash equivalents |
|
|
339,679 |
|
| Accounts receivable |
|
|
381,762 |
|
| Prepaid and other assets |
|
|
701,566 |
|
| Inventory |
|
|
2,508,287 |
|
| PP&E, net |
|
|
25,942 |
|
| Intangibles |
|
|
161,693 |
|
| Customer relationships2 |
|
|
2,215,000 |
|
| Trade names and trademarks3 |
|
|
6,815,000 |
|
| Total assets acquired |
|
|
13,148,929 |
|
| |
|
|
|
|
| Liabilities assumed: |
|
|
|
|
| Accrued liabilities |
|
|
540,036 |
|
| Accounts payable |
|
|
2,425,524 |
|
| Total liabilities assumed |
|
|
2,965,560 |
|
| |
|
|
|
|
| Net assets acquired |
|
|
10,183,369 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
11,234,312 |
|
| 1 |
|
Consideration
consists of the following: $2,039,345 cash paid to sellers at the acquisition date, $13,120,924 of shares transferred to sellers
at the acquisition date, $571,428 of shares transferred to pay sellers expenses, $2,314,732 of equity holdback to be paid to sellers
at the end of the holdback period and $3,371,252 of contingent shares payable. |
| 2 |
|
Based
on the valuation of the Skylar Acquisition, customer relationships, a new intangible asset was identified, and given a fair value
of $2,215,000. The customer relationships intangible asset will be amortized over a period of 16 years. |
| 3 |
|
Based
on the valuation of the Skylar Acquisition, trade names and trademarks, a new intangible asset was identified, and given a fair value
of $6,815,000. The trade names and trademarks intangible asset will be amortized over a period of 10 years. |
|
| Soylent Acquisition [Member] |
|
| Business Acquisition [Line Items] |
|
| SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES |
The
Soylent Acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. The preliminary fair
values of the acquired assets and liabilities as of the acquisition date were:
SCHEDULE
OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES
| |
|
|
|
|
| Consideration1 |
|
$ |
66,055,323 |
|
| |
|
|
|
|
| Assets acquired: |
|
|
|
|
| Cash and cash equivalents |
|
|
336,429 |
|
| Accounts receivable |
|
|
5,267,157 |
|
| Prepaid and other assets |
|
|
1,450,129 |
|
| Inventory2
|
|
|
13,315,983 |
|
| PP&E, net |
|
|
8,568 |
|
| Intangibles3 |
|
|
24,600,000 |
|
| Total assets acquired |
|
|
44,978,226 |
|
| |
|
|
|
|
| Liabilities assumed: |
|
|
|
|
| Accounts payable |
|
|
6,114,812 |
|
| Line of Credit |
|
|
4,800,000 |
|
| Accrued liabilities |
|
|
986,038 |
|
| Total liabilities assumed |
|
|
11,900,850 |
|
| |
|
|
|
|
| Net assets acquired |
|
|
33,077,416 |
|
| |
|
|
|
|
| Goodwill2
|
|
$ |
32,977,908 |
|
| 1 |
|
Consideration
consists of the following: $200,000
cash paid for Soylent’s
transaction closing costs at the acquisition date, $26,693,143
of shares transferred to sellers
at the acquisition date, $2,446,380
of equity holdback to be paid
to sellers at the end of the indemnity period, $4,800,000 line of credit assumed, and an estimated $36,715,800
of stock payable liability
to be paid as part of the $0.35
per share adjustment on the
Adjustment Date. The stock payable was assessed under ASC 480 and ASC 815 and determined that classification as a liability was appropriate.
|
| 2 |
|
Based
on the valuation of the Soylent Acquisition, inventory was marked up to fair value in the amount $3,010,592. All fair value markup is allocated to finished goods. |
| 3 |
|
Based
on the valuation of the Soylent Acquisition, new intangible assets classified as tradenames and trademarks and customer relationships
were identified as of Soylent Acquisition date, with a fair value of $19,900,000 and $4,700,000, respectively. The tradenames and
customer relationship intangible asset will be amortized over a period of 15 years and 7 years, respectively. |
| 4 |
|
See Note 14 – GOODWILL for subsequent impairment of $20,467,700. |
|