RESTATEMENT OF PREVIOUSLY FILED QUARTERLY FORM 10-QS | NOTE 12: RESTATEMENT OF PREVIOUSLY FILED QUARTERLY FORM 10-QS The Company’s management determined that the Company’s financial statements which were included in Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023, and September 30, 2023 should no longer be relied upon due to errors relating to the recording and reporting of transactions in operating assts and liabilities accounts on the Consolidated Balance Sheets and Consolidated Statements of Operations. The errors occurred primarily due to an incorrect interface and mapping of the Company’s chart of accounts during the implementation of a new financial reporting application and due to ineffective controls relating to information technology, particularly in reviewing system implementations, user provisioning, user rights, and service organization control reports. The Company’s management identified the errors during its year end of audit of its fiscal year 2023. As a result of the restatement included herein, we reported net loss for the quarter ended March 31, 2023 of $8,228,431, which was $46,731 less than the net loss previously reported in the March 31, 2023 Original Form 10-Q, net loss for the quarter ended June 30, 2023 of $6,974,485, which was $1,249,115 more than the net loss reported in the previously reported, in the June 30, 2023 Original Form 10-Q, and net loss for the quarter ended September 30, 2023 of $14,516,988, which was $268,414 more than the net loss reported in the September 30, 2023 Original Forms 10-Q. Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023 - Restated March 31, 2023 As Restatement As Current Assets Cash $ 2,357,204 $ (329,783 ) $ 2,027,421 Accounts receivables, net 12,473,777 1,963,189 14,436,966 Inventory, net 32,664,029 2,753,362 35,417,391 Prepaid and other current assets 921,178 (41,376 ) 879,802 Total Current Assets 48,416,188 4,345,392 52,761,580 Property & equipment 18,556,882 4,115 18,560,997 Right of use assets 4,150,863 - 4,150,863 Other assets 2,786,236 (792,418 ) 1,993,818 Total Assets $ 73,910,169 $ 3,557,089 $ 77,467,258 Current Liabilities Accounts payable $ 34,975,111 $ (3,118 ) $ 34,971,993 Accrued expenses 3,310,663 3,507,398 6,818,061 Lease liability, current maturities 979,143 - 979,143 Short term loan payable 1,241,248 - 1,241,248 Warrant and preferred investment option liability 8,631,313 - 8,631,313 Total Current Liabilities 49,137,478 3,504,280 52,641,758 Lease liability, net of current maturities 3,224,770 - 3,224,770 Total Liabilities 52,362,248 3,504,280 55,866,528 Stockholders’ Equity Common stock 1,495 (1,472 ) 23 Additional paid-in capital 174,774,641 1,472 174,776,113 Accumulated other comprehensive income - 6,078 6,078 Accumulated deficit (153,228,215 ) 46,731 (153,181,484 ) Total Stockholders’ Equity 21,547,921 52,809 21,600,730 Total Liabilities and Stockholders’ Equity $ 73,910,169 $ 3,557,089 $ 77,467,258 Unaudited Condensed Statements of Operations - Restated Three Months Ended As Restatement As Revenues, Net of Allowances Metal goods $ 8,449,294 $ (1,495,144 ) $ 6,954,150 Soft goods 9,807,138 268,008 10,075,146 Electronic goods 1,956,279 (124,041 ) 1,832,238 Total Revenues, Net of Allowances 20,212,711 (1,351,177 ) 18,861,534 Cost of Goods Sold Metal goods 6,965,287 (1,160,407 ) 5,804,880 Soft goods 7,712,538 641,397 8,353,935 Electronic goods 1,977,614 (73,405 ) 1,904,209 Total Cost of Goods Sold 16,655,439 (592,415 ) 16,063,024 Gross Profit 3,557,272 (758,762 ) 2,798,510 Operating Expenses Selling, general and administrative 15,090,116 (805,493 ) 14,284,623 Research and development 3,527,521 - 3,527,521 Total Operating Expenses 18,617,637 (805,493 ) 17,812,144 Income (Loss) from Operations (15,060,365 ) (46,731 ) (15,013,634 ) Other Income (Expense) Change in the fair value of warrant and preferred investment option liabilities 7,484,960 - 7,484,960 Interest expense (699,757 ) - (699,757 ) Total Other Income (Expense) 6,785,203 - 6,785,203 Net Income (Loss) Before Income Tax Provision (8,275,162 ) (46,731 ) (8,228,431 ) Income tax - - - Net Income (Loss) $ (8,275,162 ) $ (46,731 ) $ (8,228,431 ) Redemption of Series D Preferred Stock deemed dividend - - - Common Stock deemed dividend - - - Net Income (Loss) attributable to common stockholders $ (8,275,162 ) $ (46,731 ) $ (8,228,431 ) Basic and diluted net loss per share attributable to common stockholders $ (36.54 ) $ (0.21 ) $ (36.33 ) Basic and diluted weighted average common shares outstanding 226,466 226,466 Unaudited Condensed Consolidated Statements of Cash Flows - Restated March 31, 2023 As Restatement As Net loss $ (8,275,162 ) $ 46,731 $ (8,228,431 ) Adjustments to reconcile from net loss to net cash provided by operating activities: Depreciation 1,152,353 - 1,152,353 Amortization or right of use 264,996 - 264,996 Change in fair value of warrant and preferred investment option liability (7,484,960 ) - (7,484,960 ) Stock-based compensation expense 115,139 - 115,139 Changes in operating assets and liabilities Accounts receivable, net 4,336,882 (1,963,189 ) 2,373,693 Inventory 7,701,257 (2,753,362 ) 4,947,895 Prepaid assets (551,386 ) 41,376 (510,010 ) Other assets (895,456 ) 792,418 (103,038 ) Accounts payable 4,352,612 (3,118 ) 4,349,494 Accrued expenses 299,749 3,503,283 3,803,032 Lease liability (233,097 ) - (233,097 ) Net cash provided by operating activities 782,927 (335,861 ) 447,066 Cash flows from investing activities: Purchases of property and equipment (1,257,625 ) - (1,257,625 ) Net cash used in investing activities (1,257,625 ) - (1,257,625 ) Cash flows from financing activities: Proceeds from loan payable 412,589 - 412,589 Repayments of loan payable (144,924 ) - (144,924 ) Net cash provided by financing activities 267,665 - 267,665 Effect of exchange rate on cash - 6,078 6,078 Net decrease in cash (207,033 ) (329,783 ) (536,816 ) Cash, beginning of period 2,564,237 - 2,564,237 Cash, end of period $ 2,357,204 $ (329,783 ) $ 2,027,421 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 699,757 $ 699,757 Income taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Purchase of property and equipment in accounts payable $ 951,227 $ 951,227 Repayment of short-term loan payable in exchange of new short-term loan payable $ 714,411 $ 714,411 Unaudited Condensed Consolidated Balance Sheets - Restated June 30, 2023 As Restatement As Current Assets Cash $ 2,206,565 $ (361,654 ) $ 1,844,911 Accounts Receivables, net 7,820,611 1,913,128 9,733,739 Inventory, net 31,411,395 5,796,491 37,207,886 Prepaid and other current assets 48,164 343,280 391,444 Total Current Assets 41,486,735 7,691,245 49,177,980 Property & equipment 19,618,726 - 19,618,726 Right of use assets 4,386,414 - 4,386,414 Other assets 2,059,288 2,597 2,061,885 Total Assets $ 67,551,163 $ 7,693,842 $ 75,245,005 Current Liabilities Accounts payable $ 36,864,439 $ (771,360 ) $ 36,093,079 Accrued expenses 3,433,090 9,620,070 13,053,160 Lease liability, current maturities 1,182,351 - 1,182,351 Short term loan payable 1,214,028 - 1,214,028 Warrant and preferred investment option liability 4,985,387 - 4,985,387 Total Current Liabilities 47,679,295 8,848,710 56,528,005 Lease liability, net of current maturities 3,383,967 - 3,383,967 Total Liabilities 51,063,262 8,848,710 59,911,972 Stockholders’ Equity Common stock 40 - 40 Additional paid in capital 175,441,446 (185 ) 175,441,261 Accumulated other comprehensive income - 47,702 47,702 Accumulated deficit (158,953,585 ) (1,202,385 ) (160,155,970 ) Total Stockholders’ Equity 16,487,901 (1,154,868 ) 15,333,033 Total Liabilities and Stockholders’ Equity $ 67,551,163 $ 7,693,842 $ 75,245,005 Unaudited Condensed Consolidated Statements of Operations - Restated For the Three Months Ended For the Six Months Ended As Restatement As As Restatement As Revenues, Net of Allowances Metal goods $ 8,012,855 $ (619,314 ) $ 7,393,541 $ 17,280,949 $ (2,933,258 ) $ 14,347,691 Soft goods 9,913,780 (1,167,195 ) 8,746,585 18,897,537 (75,806 ) 18,821,731 Electronic goods 952,934 (116,704 ) 836,230 2,913,793 (245,325 ) 2,668,468 Total Revenues, Net of Allowances 18,879,569 (1,903,213 ) 16,976,356 39,092,279 (3,254,389 ) 35,837,890 Cost of Goods Sold Metal goods 5,453,794 49,214 5,503,008 12,576,597 (1,268,709 ) 11,307,888 Soft goods 6,726,078 (893,541 ) 5,832,537 14,613,702 (427,230 ) 14,186,472 Electronic goods 858,724 (45,314 ) 813,410 2,503,737 213,882 2,717,619 Total Cost of Goods Sold 13,038,596 (889,641 ) 12,148,955 29,694,036 (1,482,057 ) 28,211,979 Gross Profit 5,840,973 (1,013,572 ) 4,827,401 9,398,243 (1,772,332 ) 7,625,911 Operating Expenses Selling, general and administrative 14,967,257 384,580 15,351,837 30,046,444 (409,984 ) 29,636,460 Research and development 2,913,403 (119,587 ) 2,793,816 6,440,924 (119,587 ) 6,321,337 Total Operating Expenses 17,880,660 264,993 18,145,653 36,487,368 (529,571 ) 35,957,797 Income (Loss) from Operations (12,039,687 ) 1,278,565 (13,318,252 ) (27,089,125 ) 1,242,761 (28,331,886 ) Other Income (Expense) Warrant issuance cost (351,768 ) - (351,768 ) (351,768 ) - (351,768 ) Change in the fair value of warrant and preferred investment option liabilities 7,242,510 - 7,242,510 14,727,470 - 14,727,470 Interest expense (576,425 ) (29,450 ) (546,975 ) (1,287,109 ) (40,377 ) (1,246,732 ) Total Other Income (Expense) 6,314,317 (29,450 ) 6,343,767 13,088,593 (40,377 ) 13,128,970 Net Income (Loss) Before Income Tax Provision (5,725,370 ) 1,249,115 (6,974,485 ) (14,000,532 ) 1,202,384 (15,202,916 ) Income tax - - - - - - Net Income (Loss) $ (5,725,370 ) $ 1,249,115 $ (6,974,485 ) $ (14,000,532 ) $ 1,202,384 $ (15,202,916 ) Redemption of Series D Preferred Stock deemed dividend - - - - - - Common Stock deemed dividend - - - - - - Net Income (Loss) attributable to common stockholders $ (5,725,370 ) $ 1,249,115 $ (6,974,485 ) $ (14,000,532 ) $ 1,202,384 $ (15,202,916 ) Basic and diluted net loss per share attributable to common stockholders $ (23.57 ) $ 5.14 $ (28.71 ) $ (59.64 ) $ 5.12 $ (64.76 ) Basic and diluted weighted average common shares outstanding 242,934 242,934 234,745 234,745 Unaudited Condensed Consolidated Statements of Cash Flows - Restated June 30, 2023 As Restatement As Cash flows from operating activities: Net loss $ (14,000,532 ) $ (1,202,384 ) $ (15,202,916 ) Adjustments to reconcile from net loss to net cash used in operating activities: Depreciation 2,608,776 - 2,608,776 Provision for credit losses 1,300,000 - 1,300,000 Amortization or right of use assets 734,405 - 734,405 Warrant issuance cost 351,768 - 351,768 Loss on sale of property and equipment - 16,652 16,652 Change in fair value of warrant and preferred investment option liability (14,727,470 ) - (14,727,470 ) Stock-based compensation expense 228,656 - 228,656 Changes in operating assets and liabilities Accounts receivable, net 7,690,048 (1,913,128 ) 5,776,920 Inventory 8,953,891 (5,796,491 ) 3,157,400 Prepaid assets 321,628 (343,280 ) (21,652 ) Other assets (168,508 ) (2,597 ) (171,105 ) Accounts payable 4,715,352 (771,361 ) 3,943,991 Accrued expenses 422,177 9,603,417 10,025,594 Lease liability (575,652 ) - (575,652 ) Net cash used in operating activities (2,145,461 ) (409,172 ) (2,554,633 ) Cash flows from investing activities: Purchases of property and equipment (2,249,304 ) - (2,249,304 ) Net cash used in investing activities (2,249,304 ) - (2,249,304 ) Cash flows from financing activities: Proceeds from short term loan payable 412,589 - 412,589 Repayments of short-term loan payable (172,144 ) - (172,144 ) Proceeds from issuance of common stock, net of costs 3,796,648 (184 ) 3,796,464 Net cash provided by financing activities 4,037,093 (184 ) 4,036,909 Effect of exchange rate on cash - 47,702 47,702 Net decrease in cash (357,672 ) (361,654 ) (719,326 ) Cash, beginning of period 2,564,237 - 2,564,237 Cash, end of period $ 2,206,565 $ (361,654 ) $ 1,844,911 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 1,261,457 $ 1,261,457 Income taxes $ - $ - Supplemental disclosures of non-cash investing and financing activities: Initial fair value of warrants and preferred investment options $ 3,596,484 $ 3,596,584 Initial value of lease liability $ 704,960 $ 704,960 Purchase of property and equipment in accounts payable $ 2,477,816 $ 2,477,816 Repayment of short-term loan payable in exchange of new short-term loan payable $ 714,411 $ 714,411 Unaudited Condensed Consolidated Balance Sheets - Restated September 30, 2023 As Restatement As Current Assets Cash $ 1,834,305 $ 107,659 $ 1,941,964 Accounts receivables, net 8,992,889 3,194,315 12,187,204 Inventory, net 28,070,889 4,861,332 32,932,221 Prepaid and other current assets 543,343 (123,040 ) 420,303 Total Current Assets 39,441,426 8,040,266 47,481,692 Property & equipment 18,904,135 - 18,904,135 Right of use assets 4,021,988 - 4,021,988 Other assets 2,165,301 1,482 2,166,783 Total Assets 64,532,850 8,041,748 72,574,598 Current Liabilities Accounts payable 41,091,115 5,933,524 47,024,639 Accrued expenses 4,461,713 3,549,633 8,011,346 Lease Liability, current maturities 1,247,062 - 1,247,062 Short term loan payable 707,625 5,606 713,231 Warrant and preferred investment option liability 5,740,899 - 5,740,899 Total Current Liabilities 53,248,414 9,488,763 62,737,177 Lease liability, net of current maturities 3,013,214 - 3,013,214 Total Liabilities 56,261,628 9,488,763 65,750,391 Stockholders’ Equity Common stock 57 57 Additional paid in capital 181,473,324 - 181,473,324 Accumulated other comprehensive income - 23,783 23,783 Accumulated deficit (173,202,159 ) (1,470,798 ) (174,672,957 ) Total Stockholders’ Equity (Deficit) 8,271,222 (1,447,015 ) 6,824,207 Total Liabilities and Stockholders’ Equity $ 64,532,850 $ 8,041,748 $ 72,574,598 Unaudited Condensed Consolidated Statements of Operations - Restated For the Three Months Ended For the Nine Months Ended As Restatement As As Restatement As Revenues, Net of Allowances Metal goods $ 12,754,504 $ (4,288,179 ) $ 8,466,325 $ 30,475,518 $ (7,661,502 ) $ 22,814,016 Soft goods 6,035,706 4,145,891 10,181,597 25,938,923 3,064,405 29,003,328 Electronic goods 1,839,997 (784,742 ) 1,055,255 3,308,045 415,678 3,723,723 Total Revenues, Net of Allowances 20,630,207 (927,030 ) 19,703,177 59,722,486 (4,181,419 ) 55,541,067 Cost of Goods Sold Metal goods 10,351,690 (4,040,275 ) 6,311,415 25,732,707 (8,113,404 ) 17,619,303 Soft goods 3,646,862 4,220,740 7,867,602 16,528,326 5,525,748 22,054,074 Electronic goods 1,718,681 (521,874 ) 1,196,807 3,150,236 764,190 3,914,426 Total Cost of Goods Sold 15,717,233 (341,409 ) 15,375,824 45,411,269 (1,823,466 ) 43,587,803 Gross Profit 4,912,974 (585,621 ) 4,327,353 14,311,217 (2,357,953 ) 11,953,264 Operating Expenses Selling, general and administrative 12,572,066 2,286,759 14,858,825 42,618,510 1,876,775 44,495,285 Research and development 2,916,349 (2,587,157 ) 329,192 9,357,273 (2,706,744 ) 6,650,529 Total Operating Expenses 15,488,415 (300,398 ) 15,188,017 51,975,783 (829,969 ) 51,145,814 Income (Loss) from Operations (10,575,441 ) 285,223 (10,860,664 ) (37,664,566 ) 1,527,984 (39,192,550 ) Other Income (Expense) Warrant issuance cost (186,450 ) - (186,450 ) (538,218 ) - (538,218 ) Change in the fair value of warrant and preferred investment option liabilities 3,033,537 - 3,033,537 17,761,007 - 17,761,007 Inducement expense (6,373,353 ) - (6,373,353 ) (6,373,353 ) - (6,373,353 ) Interest expense (146,867 ) (16,809 ) (130,058 ) (1,433,975 ) (57,185 ) (1,376,790 ) Total Other Income (Expense) (3,673,133 ) (16,809 ) (3,656,324 ) 9,415,461 (57,185 ) 9,472,646 Net Income (Loss) Before Income Tax Provision (14,248,574 ) 268,414 (14,516,988 ) (28,249,105 ) 1,470,799 (29,719,904 ) Income tax - - - - - - Net Income (Loss) $ (14,248,574 ) $ 268,414 $ (14,516,988 ) $ (28,249,105 ) $ 1,470,799 $ (29,719,904 ) Redemption of Series D Preferred Stock deemed dividend - - - - - - Common Stock deemed dividend - - - - - - Net Income (Loss) attributable to common stockholders $ (14,248,574 ) $ 268,414 $ (14,516,988 ) $ (28,249,105 ) $ 1,470,799 $ (29,719,904 ) Basic and diluted net loss per share attributable to common stockholders $ (29.59 ) $ 0.55 $ (30.15 ) $ (88.86 ) $ 4.63 $ (93.49 ) Basic and diluted weighted average common shares outstanding 481,508 481,508 317,904 317,904 Unaudited Condensed Consolidated Statements of Cash Flows - Restated For the Nine Months Ended As Restatement As Restated Cash flows from operating activities: Net loss $ (28,249,105 ) $ (1,470,799 ) $ (29,719,904 ) Adjustments to reconcile from net loss to net cash used in operating activities: Depreciation 4,088,358 - 4,088,358 Provision for credit losses 2,943,671 662,687 3,606,358 Loss on sale of property and equipment - 16,652 16,652 Inducement expense 6,373,353 - 6,373,353 Amortization of right of use assets 1,098,831 - 1,098,831 Change in fair value of warrant and preferred investment option liability (17,761,007 ) - (17,761,007 ) Warrant issuance cost 538,218 - 538,218 Stock-based compensation expense 328,127 - 328,127 Changes in operating assets and liabilities Accounts receivable, net 4,874,099 (3,857,002 ) 1,017,097 Inventory 12,294,396 (4,861,331 ) 7,433,065 Prepaid assets (173,551 ) 123,040 (50,511 ) Other assets (274,520 ) (1,483 ) (276,003 ) Accounts payable 9,240,985 5,933,524 15,174,509 Accrued expenses 1,450,799 3,532,981 4,983,780 Lease liability (881,694 ) - (881,694 ) Net cash used in operating activities (4,109,040 ) 78,270 (4,030,770 ) Cash flows from investing activities: Purchases of property and equipment (3,313,252 ) - (3,313,252 ) Net cash used in investing activities (3,313,252 ) (3,313,252 ) Cash flows from financing activities: Proceeds from issuance of stock, net of costs 6,958,318 - 6,958,318 Proceeds from short term loan payable 779,795 - 779,795 Repayments of short-term loan payable (1,045,753 ) 5,606 (1,040,147 ) Net cash provided by financing activities 6,692,360 5,606 6,697,966 Effect of currency fluctuation on cash - 23,783 23,783 Net (decrease) in cash (729,932 ) 107,660 (622,273 ) Cash, beginning of period 2,564,237 - 2,564,237 Cash, end of period 1,834,305 107,660 1,941,964 Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 1,433,976 $ (42,461 ) $ 1,391,515 Income taxes $ - $ - $ - Supplemental disclosures of non-cash investing and financing activities: Initial fair value of warrant and preferred investment option liability $ 9,916,393 $ - $ 9,916,393 Initial value of lease liability $ 704,960 $ - $ 704,960 Repayment of short-term loan payable in exchange for new short-term loan payable $ 1,601,205 $ (1,254,000 ) $ 347,205 Purchase of property and equipment in accounts payable $ 2,178,858 $ - $ 2,178,858 |