SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
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12 Months Ended |
Dec. 31, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Schedule of financial assets and liabilities measured at fair value on recurring basis |
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Fair Value Measurements |
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as of December 31, 2022 Using: |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
Liabilities: |
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Warrant liability |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
Contingent consideration |
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— |
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— |
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12,098,475 |
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12,098,475 |
Derivative liability |
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— |
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— |
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— |
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— |
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$ |
— |
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$ |
— |
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$ |
12,098,475 |
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$ |
12,098,475 |
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Fair Value Measurements |
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as of December 31, 2021 Using: |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
Liabilities: |
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Warrant liability |
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$ |
— |
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$ |
18,223 |
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$ |
— |
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$ |
18,223 |
Contingent consideration |
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— |
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— |
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12,179,476 |
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12,179,476 |
Derivative liability |
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— |
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— |
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2,294,720 |
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2,294,720 |
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$ |
— |
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$ |
18,223 |
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$ |
14,474,196 |
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$ |
14,492,419 |
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Schedule of changes in acquisition-related contingent consideration |
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Contingent |
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Consideration |
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Liability |
Balance as of December 31, 2020 |
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$ |
— |
Initial recognition in connection with acquisition of Harper & Jones |
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3,421,516 |
Stock price guarantee per consulting agreement |
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67,000 |
Conversion into shares |
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(73,500) |
Change in fair value |
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8,764,460 |
Outstanding as of December 31, 2021 |
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12,179,476 |
Repayments to Harper & Jones seller |
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(645,304) |
Change in fair value |
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564,303 |
Outstanding as of December 31, 2022 |
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$ |
12,098,475 |
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Schedule of changes in derivative liability |
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Derivative |
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Liability |
Outstanding as of December 31, 2020 |
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$ |
— |
Initial fair value on issuance of convertible note |
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3,204,924 |
Change in fair value |
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(910,204) |
Outstanding as of December 31, 2021 |
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2,294,720 |
Initial fair value on issuance of convertible note |
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559,957 |
Conversion of underlying notes into common stock |
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(1,500,243) |
Change in fair value |
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(1,354,434) |
Outstanding as of December 31, 2022 |
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$ |
— |
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Schedule of inventory |
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December 31, |
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2022 |
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2021 |
Raw materials |
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$ |
1,611,134 |
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$ |
292,167 |
Work in process |
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888,643 |
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242,673 |
Finished goods |
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2,725,505 |
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2,220,519 |
Inventory |
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$ |
5,225,282 |
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$ |
2,755,358 |
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Schedule of potentially dilutive items outstanding |
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December 31, |
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2022 |
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2021 |
Convertible notes |
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947,867 |
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47,912 |
Series A convertible preferred stock |
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108,000 |
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— |
Common stock warrants |
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4,418,320 |
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35,801 |
Stock options |
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38,951 |
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38,951 |
Total potentially dilutive shares |
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5,513,138 |
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122,664 |
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Schedule of estimated useful lives of amortizable intangible assets |
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Customer relationships |
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3 years |
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Schedule of changes in common stock warrant liability |
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Warrant |
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Liability |
Outstanding as of December 31, 2020 |
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$ |
6,265 |
Change in fair value |
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11,958 |
Outstanding as of December 31, 2021 |
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18,223 |
Change in fair value |
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(18,223) |
Outstanding as of December 31, 2022 |
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$ |
— |
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Summary of goodwill and intangible impairment |
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Year Ended |
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December 31, |
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2022 |
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2021 |
Bailey brand name |
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$ |
2,182,000 |
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$ |
3,400,000 |
Harper & Jones brand name |
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1,485,000 |
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— |
Total impairment of intangibles |
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3,667,000 |
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3,400,000 |
Bailey goodwill |
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3,321,095 |
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— |
Harper & Jones goodwill |
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8,551,237 |
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— |
Total impairment of goodwill |
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11,872,332 |
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— |
Total impairment |
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$ |
15,539,332 |
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$ |
3,400,000 |
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Summary of contingent consideration |
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December 31, |
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2022 |
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2021 |
Bailey |
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$ |
10,698,475 |
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7,935,016 |
Harper & Jones |
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1,400,000 |
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4,244,460 |
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$ |
12,098,475 |
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$ |
12,179,476 |
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