Date: 3/31/2026
Form: 10-K - Annual Report
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Audit Information |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Auditor [Table] | |
| Auditor Name | Sadler, Gibb & Associates, LLC |
| Auditor Firm ID | 3627 |
| Auditor Location | Draper, UT |
| Auditor Opinion [Text Block] | Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of 1847 Holdings LLC (“the Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. |
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- Definition Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Per basic share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Per diluted share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of interest expense classified as nonoperating. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of expense for salary, wage, profit sharing; incentive and equity-based compensation; and other employee benefit. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of income (expense) related to nonoperating activities, classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The amount of preferred stock dividends that is an adjustment to net income apportioned to common stockholders. No definition available.
|
| X | ||||||||||
- Definition A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of deemed dividend from down round provision in warrants. No definition available.
|
| X | ||||||||||
- Definition Extinguishment of warrant liabilities upon exercise of prefunded warrants. No definition available.
|
| X | ||||||||||
- Definition Issuance of warrants in connection with a private debt offering. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon conversion of series A senior convertible preferred shares. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued during Issuance of common shares upon conversion of series A preferred shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon settlement of accrued series B preferred share dividends. No definition available.
|
| X | ||||||||||
- Definition Issuance of series A preferred shares upon settlement of accrued series A dividends No definition available.
|
| X | ||||||||||
- Definition Issuance of series C preferred shares upon settlement of note payable. No definition available.
|
| X | ||||||||||
- Definition Settlement of 1847 Manager accrued expenses and transaction fees. No definition available.
|
| X | ||||||||||
- Definition Dividends – series B convertible preferred shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares and warrants in connection with a private debt offering in shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of series A preferred shares upon settlement of accrued series A dividends. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued issuance of common shares upon cashless exercise of warrants. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares and warrants in connection with a public offering. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon partial extinguishment of notes payable. No definition available.
|
| X | ||||||||||
- Definition Number of shares issuance of common shares upon settlement of accrued series B preferred share dividends. No definition available.
|
| X | ||||||||||
- Definition The number of shares issued during the period upon the issuance of series D preferred shares in connection with a private debt offering. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued during the period from issuance of common shares and warrants in connection with a public offering. No definition available.
|
| X | ||||||||||
- Definition Value of issuance of common shares upon cashless exercise of warrants. No definition available.
|
| X | ||||||||||
- Definition Amount of issuance of common shares upon conversion of series B preferred shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon partial extinguishment of notes payable. No definition available.
|
| X | ||||||||||
- Definition Amount of issuance of series C preferred shares upon settlement of note payable. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued during the period upon the issuance of series D preferred shares in connection with a private debt offering. No definition available.
|
| X | ||||||||||
- Definition Value of stock issued during the period upon the Issuance of series F preferred shares upon settlement of series A warrants. No definition available.
|
| X | ||||||||||
- Definition Stock issued during period convertible preferred shares. No definition available.
|
| X | ||||||||||
- Definition Stock issued during series C convertible preferred shares. No definition available.
|
| X | ||||||||||
- Definition Stock issued during period convertible preferred shares. No definition available.
|
| X | ||||||||||
- Definition Shares of issuance of Issuance of series F preferred shares upon settlement of series A warrants. No definition available.
|
| X | ||||||||||
- Definition Value of issuance of common shares and warrants in connection with a private debt offering. No definition available.
|
| X | ||||||||||
- Definition Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of shares issued which are neither cancelled nor held in the treasury. No definition available.
|
| X | ||||||||||
- Definition Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares (or other type of equity) forfeited during the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders. No definition available.
|
| X | ||||||||||
- Definition Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Value of forfeited shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Accrued dividends on series A preferred shares. No definition available.
|
| X | ||||||||||
- Definition Accrued dividends on series B preferred shares. No definition available.
|
| X | ||||||||||
- Definition Accrued dividends on series C preferred shares. No definition available.
|
| X | ||||||||||
- Definition Accrued dividends on series D preferred shares. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Debt discount on notes payable. No definition available.
|
| X | ||||||||||
- Definition Deemed dividend from down round provision in warrants. No definition available.
|
| X | ||||||||||
- Definition Escrow receivable from the sale of high mountain. No definition available.
|
| X | ||||||||||
- Definition Extinguishment of warrant liability upon exercise of prefunded warrants. No definition available.
|
| X | ||||||||||
- Definition Fair value of derivative liabilities recognized upon issuance of promissory notes. No definition available.
|
| X | ||||||||||
- Definition Fair value of notes payable issued for services. No definition available.
|
| X | ||||||||||
- Definition Fair value of warrant liability recognized upon issuance of prefunded warrants. No definition available.
|
| X | ||||||||||
- Definition Financed purchases of property and equipment. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon cashless exercise of warrants No definition available.
|
| X | ||||||||||
- Definition Amount of issuance of common shares of convertible notes payable and accrued interest. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon conversion of series preferred shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon conversion of series B preferred shares. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon settlement of accrued series A dividends. No definition available.
|
| X | ||||||||||
- Definition Issuance of common shares upon settlement of accrued series B dividends. No definition available.
|
| X | ||||||||||
- Definition Issuance of series D preferred shares in connection with a private debt offering. No definition available.
|
| X | ||||||||||
- Definition Issuance of warrants in connection with a private debt offering. No definition available.
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. No definition available.
|
| X | ||||||||||
- Definition The amount of net assets acquired in the acquisition of CMD. No definition available.
|
| X | ||||||||||
- Definition Net assets from dispositions of subsidiaries. No definition available.
|
| X | ||||||||||
- Definition Operating lease right-of-use asset and liability measurement. No definition available.
|
| X | ||||||||||
- Definition Proceeds from the sale of high mountain. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Reduction of High Mountain escrow proceeds. No definition available.
|
| X | ||||||||||
- Definition Settlement of Manager accrued expenses and transaction fees. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash and cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; attributable to continuing operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in cash, cash equivalent, and cash and cash equivalent restricted to withdrawal or usage, including effect from exchange rate change; attributable to continuing operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activity attributable to discontinued operation. Financing activity includes, but is not limited to, obtaining resource from owner and providing return on, and return of, their investment; borrowing money and repaying amount borrowed, or settling obligation; and obtaining and paying for other resource obtained from creditor on long-term credit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activity attributable to discontinued operation. Investing activity includes, but is not limited to, making and collecting loan, acquiring and disposing of debt and equity instruments, property, plant, and equipment, and other productive assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The value of the financial instrument issued [noncash or part noncash] in the conversion of stock. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in the fair value of derivatives recognized in the income statement. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount before tax of gain (loss) not previously recognized resulting from the disposal of a discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of property, plant and equipment assets, including oil and gas property and timber property. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of gain (loss) on sale or disposal of equity in securities of subsidiaries. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Total loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill. No definition available.
|
| X | ||||||||||
- Definition Amount, before refund, of cash paid to foreign, federal, state, and local jurisdictions as income tax. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) in obligation for operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in operating assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of increase (decrease) in prepaid expenses, and assets classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The increase (decrease) during the reporting period in the total amount due within one year (or one operating cycle) from all parties, associated with underlying transactions that are classified as operating activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Fair value of share-based compensation granted to nonemployees as payment for services rendered or acknowledged claims. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating, investing, and financing activities; attributable to discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activity, including, but not limited to, discontinued operation. Financing activity includes, but is not limited to, obtaining resource from owner and providing return on, and return of, their investment; borrowing money and repaying amount borrowed, or settling obligation; and obtaining and paying for other resource obtained from creditor on long-term credit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from financing activity attributable to continuing operation. Financing activity includes, but is not limited to, obtaining resource from owner and providing return on, and return of, their investment; borrowing money and repaying amount borrowed, or settling obligation; and obtaining and paying for other resource obtained from creditor on long-term credit. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activity, including, but not limited to, discontinued operation. Investing activity includes, but is not limited to, making and collecting loan, acquiring and disposing of debt and equity instruments, property, plant, and equipment, and other productive assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from investing activity attributable to continuing operation. Investing activity includes, but is not limited to, making and collecting loan, acquiring and disposing of debt and equity instruments, property, plant, and equipment, and other productive assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activity, including, but not limited to, discontinued operation. Operating activity includes, but is not limited to, transaction, adjustment, and change in value not defined as investing or financing activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activity attributable to continuing operation. Operating activity includes, but is not limited to, transaction, adjustment, and change in value not defined as investing or financing activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash and cash equivalent restricted as to withdrawal or usage, classified as current. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of cash equivalent restricted as to withdrawal or usage. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
Organization and Nature of Business |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Organization and Nature of Business [Abstract] | |
| ORGANIZATION AND NATURE OF BUSINESS | NOTE 1—ORGANIZATION AND NATURE OF BUSINESS
1847 Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January 22, 2013. The Company is an acquisition holding company, focused on acquiring and managing a group of small and middle-market businesses in a variety of different industries headquartered in North America. As of December 31, 2025, the Company operates through four reportable segments within two primary industries. The subsidiaries’ business operations are managed by 1847 Partners LLC, a Delaware limited liability company (the “Manager”), pursuant to a management services agreement between the Company and the Manager. See Note 16—Related Parties for additional information.
On May 28, 2020, the Company’s subsidiary 1847 Asien Inc., a Delaware corporation (“1847 Asien”), acquired Asien’s Appliance, Inc., a California corporation (“Asien’s”). It provided a wide variety of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties, and financing. The Company owns 95% of 1847 Asien, with the remaining 5% held by a third-party, and 1847 Asien owned 100% of Asien’s. See “Discontinued Operations” below for information regarding the discontinuation of Asien’s.
On September 30, 2020, the Company’s subsidiary 1847 Cabinet Inc., a Delaware corporation (“1847 Cabinet”), acquired Kyle’s Custom Wood Shop, Inc., an Idaho corporation (“Kyle’s”). Kyle’s is a leading custom cabinetry maker since 1976 in Boise, Idaho and the surrounding area. The Company owns 92.5% of 1847 Cabinet, with the remaining 7.5% held by a third-party, and 1847 Cabinet owns 100% of Kyle’s.
On March 30, 2021, the Company’s subsidiary 1847 Wolo Inc., a Delaware corporation (“1847 Wolo”), acquired Wolo Mfg. Corp., a New York corporation, and Wolo Industrial Horn & Signal, Inc., a New York corporation (collectively referred to as “Wolo”). Headquartered in Deer Park, New York and founded in 1965, Wolo designs and sells horn and safety products for cars, trucks, industrial equipment and emergency vehicles. The Company owns 92.4% of 1847 Wolo, with the remaining 7.6% held by third parties, and 1847 Wolo owns 100% of Wolo Mfg. Corp. and Wolo Industrial Horn & Signal, Inc.
On October 8, 2021, 1847 Cabinet acquired High Mountain Door & Trim Inc., a Nevada corporation (“High Mountain”), and Sierra Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company (“ICD”). Headquartered in Reno, Nevada and founded in 2014, High Mountain specialized in all aspects of finish carpentry products and services. Headquartered in Reno, Nevada and founded in 2008, ICD specializes in custom cabinetry and countertops. On April 1, 2022, 1847 Cabinet transferred all of its shares of High Mountain to ICD, as a result of which ICD owned 92.5% of High Mountain, with the remaining 7.5% held by a third-party. See “Discontinued Operations” below for information regarding the sale of High Mountain.
On February 9, 2023, the Company’s subsidiary, 1847 ICU Holdings Inc., a Delaware corporation (“1847 ICU”), acquired ICU Eyewear Holdings, Inc., a California corporation, and its subsidiary ICU Eyewear, Inc., a California corporation (collectively referred to as “ICU Eyewear”). Headquartered in Hollister, California and founded in 1956, ICU Eyewear specialized in the sale and distribution of reading eyewear and sunglasses, blue light blocking eyewear, sun readers, and other outdoor specialty sunglasses, as well as personal protective equipment, including face masks and other select health and personal care items. The Company owns 100% of 1847 ICU and 1847 ICU owned 100% of ICU Eyewear. See “Discontinued Operations” below for information regarding the discontinuation of ICU Eyewear.
On December 16, 2024, the Company’s subsidiary, 1847 CMD Inc., a Delaware corporation (“1847 CMD”), acquired CMD Inc., a Nevada corporation, and its subsidiary CMD Finish Carpentry LLC, a Nevada limited liability company (collectively referred to as “CMD”). Headquartered in Las Vegas, Nevada and founded in 2012, CMD specializes in finish carpentry and related products and services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories for general contractors, commercial developers, residential builders and homeowners, and government entities. The Company owns 100% of 1847 CMD and 1847 CMD owns 100% of CMD. See Note 5—Business Combinations for additional information. Discontinued Operations
On February 26, 2024, Asien’s entered into a general assignment for the benefit of its creditors (the “Assignment Agreement”) with SG Service Co., LLC, pursuant to which Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to SG Service Co., LLC in trust.
The Company is a limited guarantor of an Amended and Restated Credit and Security Agreement (the “ICU Loan Agreement”) that was entered into on September 11, 2023, between AB Lending SPV I LLC d/b/a Mountain Ridge Capital (the “ICU Lender”), and ICU Eyewear and 1847 ICU (the “ICU Parties”). Pursuant to the ICU Loan Agreement, the ICU Lender had a security interest in all the assets of ICU Eyewear. ICU Eyewear was in default under the ICU Loan Agreement and, with the approval of the other ICU Parties, consented to a foreclosure by the ICU Lender and private sale of substantially all of its assets in an Article 9 sale process, pursuant to Section 9-610 of the Uniform Commercial Code as in effect in the State of New York and Section 9-610 of the Uniform Commercial Code as in effect in the State of California. On August 5, 2024, ICU Eyecare Solutions Inc., an entity that is not affiliated with the Company, was the successful bidder with a cash bid of $4,250,000. Pursuant to an agreement dated August 5, 2024, and in consideration for such purchase price, the ICU Lender having foreclosed on its security interest in all of the assets of ICU Eyewear then conveyed all of its rights, title, and interest in all of such assets to ICU Eyecare Solutions Inc.
On September 30, 2024, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with BFS Group LLC (“BFS”) and High Mountain, pursuant to which the Company sold substantially all of the assets of High Mountain to BFS for an aggregate cash only purchase price of $17,000,000, subject to certain pre-closing and post-closing adjustments.
The results of operations of Asien’s, ICU Eyewear, and High Mountain are reported as discontinued operations for the year ended December 31, 2024. Unless otherwise noted, amounts and disclosures throughout these notes to consolidated financial statements relate solely to continuing operations and exclude all discontinued operations. See Note 4—Discontinued Operations for additional information.
During the first quarter of 2025, the Company classified the assets and liabilities of its Wolo subsidiary as held for sale. In the fourth quarter of 2025, the Company determined that Wolo no longer met the criteria for held for sale classification due to a change in management’s intent, as the Company decided to retain and rebuild Wolo’s operations. Accordingly, the assets and liabilities of Wolo were reclassified from held for sale. The results of Wolo’s operations are included within continuing operations for all periods presented in these consolidated financial statements. |
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- Definition The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- References No definition available.
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Liquidity and Going Concern Assessment |
12 Months Ended |
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Dec. 31, 2025 | |
| Liquidity and Going Concern Assessment [Abstract] | |
| LIQUIDITY AND GOING CONCERN ASSESSMENT | NOTE 2—LIQUIDITY AND GOING CONCERN ASSESSMENT
Management assesses liquidity and going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined in generally accepted accounting principles in the United States of America (“GAAP”). As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, management made certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period.
As of December 31, 2025, the Company had cash and cash equivalents of $1,987,301, an accumulated deficit of $109,599,852, and a working capital deficit of $43,065,927. For the year then ended, the Company generated operating income of $3,981,712 and net cash provided by operating activities of $3,359,054.
Notwithstanding current-year operating income and positive operating cash flows, the Company does not expect to have sufficient cash and other liquid resources to meet its obligations as they become due over the next twelve months, primarily due to the magnitude of its current liabilities and significant near-term debt maturities. These conditions, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. Management plans to address these conditions by securing additional capital through debt and equity financing, including potential public and private offerings of the Company’s securities, evaluating opportunities to refinance or extend the maturity of existing debt obligations, implementing reductions in discretionary operating expenditures to the extent practicable, and exploring strategic alternatives with respect to its operating subsidiaries to reduce debt obligations. Management has evaluated whether it is probable that these plans would be effectively implemented and, if so, whether they would mitigate the relevant conditions or events that raise substantial doubt within the next twelve months. Because these plans are subject to market conditions and reliance on third parties, and because there is no assurance that the Company will be able to raise capital on acceptable terms or at all, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated as of the date these consolidated financial statements are issued.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that might result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease or curtail its operations. |
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- References No definition available.
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- Definition The entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Summary of Significant Accounting Policies |
12 Months Ended | ||||||||||||||||||||||||
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company are prepared in accordance with GAAP as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accompanying consolidated financial statements include the results of operations of CMD subsequent to the acquisition date of December 16, 2024. See Note 5—Business Combinations for additional information.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent the portion of equity in consolidated subsidiaries not attributable to, or controllable by, the Company and are presented as a separate component of shareholders’ deficit in the consolidated balance sheets. Net income or loss attributable to noncontrolling interests is presented separately in the consolidated statements of operations.
Reverse Share Splits
On July 8, 2024, the Company effected a 1-for-13 reverse split of its outstanding common shares. On November 11, 2024, the Company effected a 1-for-15 reverse split of its outstanding common shares. All outstanding common shares and warrants were adjusted to reflect both the 1-for-13 and 1-for-15 reverse splits, with the respective exercise prices of the warrants proportionately increased. The outstanding convertible notes and preferred shares conversion prices were adjusted to reflect a proportional decrease in the number of common shares to be issued upon conversion.
All share and per share data throughout these consolidated financial statements have been retroactively adjusted to reflect the reverse share splits. As a result of the reverse common share splits, an amount equal to the decreased par value of common shares was reclassified from common shares to additional paid-in capital. The total number of authorized common shares did not change as a result of either reverse split.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates include, but are not limited to, revenue recognition, allowance for estimated credit losses, reserves for excess and obsolete inventory, impairment evaluations of long-lived assets and goodwill, fair value measurements of warrant liabilities, fair value of assets acquired and liabilities assumed in business combinations, and assessments of contingent liabilities. Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses on deposits in excess of FDIC limits. As of December 31, 2025 and 2024, the Company had $1,473,110 and $1,474,367, respectively, in excess of FDIC limits.
Segment Reporting
The Company reports segment information in accordance with ASC 280, “Segment Reporting.” Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer (“CEO”).
The Company’s operating segments are its individual operating subsidiaries, which reflects the manner in which the CODM evaluates financial performance, allocates resources, and makes operating decisions. Given the Company’s business model of acquiring, managing, and monetizing a portfolio of small and middle-market operating businesses, the CODM reviews the financial results of each subsidiary independently. The Company’s reportable segments are Kyle’s, Wolo, ICD and CMD. Corporate services represent holding company activities, including corporate overhead, intercompany eliminations, and other activities not allocated to the reportable segments.
Revenue Recognition and Cost of Revenues
The Company records revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” Revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five-step approach: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a performance obligation is satisfied.
Construction — Kyle’s, ICD, and CMD
Revenue in the construction operations of Kyle’s, ICD, and CMD is derived primarily from contracts with customers for finish carpentry and related services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories. The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.
The transaction price is allocated to each distinct performance obligation within a contract and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts consist of a single performance obligation, as the promised goods and services are highly interdependent and not separately identifiable from other promises within the contract and, therefore, are not distinct.
Revenue for each contract is generally recognized over time due to the continuous transfer of control to the customer as work is performed at the customer’s site and, therefore, the customer controls the asset as it is being installed. The Company generally measures progress toward completion using the cost-to-cost input method, as it best depicts the transfer of control of goods and services to the customer. Under this method, progress is measured based on the ratio of costs incurred to date to the total estimated costs at completion, with revenue recognized proportionally as costs are incurred. Incurred costs include all direct materials, labor, subcontractor expenses, and other indirect costs related to contract performance.
Estimating the total expected cost at completion requires significant judgment. The Company regularly reviews and updates cost estimates quarterly or more frequently if circumstances change. External factors such as weather conditions, supply chain disruptions, and customer delays may impact contract progress, potentially affecting the timing and amount of revenue recognition, cash flow, and overall contract profitability. For certain customers, the Company applies the right-to-invoice practical expedient and recognizes revenue in the amount it is entitled to invoice when that amount corresponds directly with the value of the performance to date. An immaterial portion of sales, primarily retail sales, is accounted for on a point-in-time basis when the sale occurs. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis.
Contracts can be subject to modification to account for changes in contract specifications and requirements. A contract modification exists when a change in scope or price creates new, or modifies existing, enforceable rights and obligations. Contract modifications relate to goods or services that are not distinct from the existing contract due to the significant integration of services provided, and are therefore accounted for as part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up basis.
The Company provides assurance-type warranties on certain installed products and services, which do not represent a separate performance obligation. Due to the nature of the Company’s projects, including contract owner inspections during construction and prior to acceptance, warranty-related costs have historically been immaterial.
Cost of revenues for the construction operations consists of direct materials, labor, subcontractor costs, and other costs directly attributable to contract performance.
Automotive Supplies
Revenue in the automotive supplies operations of Wolo is derived primarily from the sale of horn and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles. The Company sells its automotive and supplies products to big-box national retail chains, through specialty and industrial distributors, as well as online and mail order retailers and original equipment manufacturers.
Revenue from the sale of automotive and supplies products is recognized at a point in time when control of the promised goods or services is transferred to the customer, generally at the time of shipment or delivery, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The consideration promised includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable consideration, including cash discounts, rebates, warranties, and estimated returns are deducted from gross sales in determining net sales at the time revenues are recorded. The Company includes in the transaction price an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Any sales taxes collected from customers are remitted to governmental authorities and excluded from revenues.
The Company collects payments for internet and phone orders from the customer at the time the order is shipped. Customers placing orders with a purchase order through the EDI (Electronic Data Interchange) are allowed to purchase on credit and make payment after receipt of product on the agreed-upon terms.
Cost of revenues for the automotive supplies operations consists of product costs, inbound freight and import duties, inventory write-downs, and other costs incurred in bringing products to their saleable condition.
Contract Assets and Liabilities
Contract assets represent revenue recognized in excess of amounts billed to customers in the construction operations, and include retainage receivables and job-specific material purchases procured exclusively to fulfill specific customer contracts. Retainage consists of amounts withheld by the customer that are not invoiced until specific contractual milestones are met, typically upon contract completion. Job-specific materials, such as cabinetry, doors, and trim, are custom-selected for individual contracts, are not available for resale to other customers, and are installed or delivered as part of satisfying the underlying performance obligation. These costs are capitalized as contract fulfillment costs in accordance with ASC 340-40 “Other Assets and Deferred Costs—Contracts with Customers,” rather than classified as inventory, as they do not represent assets held for sale in the ordinary course of business.
Contract liabilities represent either advance payments received from customers prior to the satisfaction of performance obligations or amounts billed to customers in excess of revenue recognized.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business, including retainage receivables in the construction operations. Retainage receivables represent amounts withheld by customers pending satisfactory completion of each installation project.
Accounts receivable are recorded at the invoiced amount, net of an allowance for current expected credit losses. In accordance with ASC 326, “Financial Instruments—Credit Losses,” the Company estimates expected credit losses on accounts receivable using the aging schedule method, incorporating historical loss experience, the creditworthiness of customers, prevailing economic conditions, and reasonable and supportable forward-looking information. Accounts receivable balances are written off when they are determined to be uncollectible. As of December 31, 2025 and 2024, the allowance for current expected credit losses for accounts receivable amounted to $109,600 and $111,027, respectively. Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash balances at financial institutions which, at times, may exceed FDIC limits. The Company has not experienced any significant losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company performs ongoing credit evaluations of its customers and does not require collateral. As of December 31, 2025, CMD accounted for approximately 91.4% and 83.8% of consolidated accounts receivable and revenues, respectively. The concentration of CMD’s customer base within a single geographic market and industry exposes the Company to risk if economic conditions in that market deteriorate.
For the year ended December 31, 2025, one customer accounted for approximately 17.8% of consolidated revenues. As of December 31, 2025, two customers accounted for approximately 20.1% and 14.4% of consolidated accounts receivable, respectively.
Inventories
Inventories consist of finished goods, raw materials, and inventory in transit, and are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method and includes freight, non-refundable taxes, duty, and other handling costs incurred in bringing inventories to their present location and condition. Work in process inventories are immaterial to the consolidated financial statements.
The Company periodically reviews its inventories and records a provision for estimated losses related to excess, damaged, slow-moving, or obsolete inventories. The provision is measured as the difference between the carrying cost of the inventories and their net realizable value based upon assumptions about product quality, future demand, selling prices, and market conditions. As of December 31, 2025 and 2024, the reserve for obsolescence amounted to $279,200 and $492,574, respectively.
Property and Equipment
Property and equipment are stated at historical cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives as follows:
Leases
The Company evaluates all contracts at inception or upon modification to determine whether the contract contains a lease in accordance with ASC 842, “Leases.” A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset exists when the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct its use. Contracts containing a lease are further evaluated for classification as operating or finance leases.
Operating Leases
At lease commencement, the Company recognizes right-of-use (“ROU”) assets and related lease liabilities on the consolidated balance sheets for leases with a term greater than twelve months. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the commencement date. If a lease contains renewal or termination options, those options are included in the lease term when the Company is reasonably certain they will be exercised. Because the Company’s leases generally do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on information available at the lease commencement date to determine the present value of lease payments. The IBR represents the rate the Company would incur to borrow on a collateralized basis over a similar term in an amount equal to the lease payments. When calculating the present value of lease payments, the Company accounts for lease and non-lease components as a single lease component. Variable lease payments are expensed as incurred. The Company does not recognize ROU assets and lease liabilities for short-term leases with an initial lease term of 12 months or less.
Finance Leases
Leases that transfer substantially all of the risks and rewards of ownership of the underlying asset to the Company are accounted for as finance leases. At lease commencement, the Company recognizes a ROU asset and a corresponding lease liability measured at the present value of the unpaid lease payments. Lease cost for finance leases consists of amortization of the ROU asset and interest expense on the lease liability. The ROU asset is amortized on a straight-line basis and recognized within depreciation and amortization expense, while interest on the lease liability is recognized using the effective interest method and recorded as interest expense in the consolidated statements of operations. Finance lease ROU assets are amortized over the shorter of the lease term or the estimated useful life of the underlying asset, unless the Company is reasonably certain to exercise a purchase option, in which case the ROU asset is amortized over the estimated useful life of the underlying asset.
Discontinued Operations
The Company evaluates all disposal transactions to determine whether they qualify for reporting as discontinued operations in accordance with ASC 205-20, “Discontinued Operations.” A disposal is reported in discontinued operations if it represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, and meets the criteria for classification as held for sale, disposal by sale, or disposal other than by sale (for example, by abandonment or in a distribution to owners in a spin-off).
The results of operations of the discontinued components, including any gain or loss on disposal, are presented net of applicable income taxes as a separate component in the consolidated statements of operations for all prior periods presented. Assets and liabilities associated with discontinued operations are presented as separate line items on the consolidated balance sheets for prior periods.
Business Combinations
The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” Under the acquisition method, the purchase price is allocated to the tangible and intangible assets acquired, liabilities assumed, and any noncontrolling interest based on their estimated fair values at the acquisition date. The excess of the purchase price over the net fair values of assets acquired and liabilities assumed is recognized as goodwill. Fair values are determined using recognized valuation methodologies including the income, cost, and market approaches in accordance with ASC 820, “Fair Value Measurement,” and incorporate assumptions such as discount rates, royalty rates, and the amount and timing of future cash flows. Purchase price allocations are initially based on preliminary estimates and may be revised as additional information becomes available, up to one year from the acquisition date. Acquisition-related costs are expensed as incurred.
Intangible Assets
Acquired identifiable intangible assets are amortized over their estimated useful lives on a straight-line basis. Estimated useful lives are determined based on the period which the intangible assets are expected to contribute to future cash flows. The Company has no indefinite-lived intangible assets. Amortization is calculated using the straight-line method over the estimated useful lives as follows:
Long-Lived Assets
The Company reviews the carrying value of long-lived assets, including property and equipment, ROU assets, and definite-lived intangible assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of operating losses or negative cash flows, significant disposal activity, or a significant decline in revenue or adverse changes in the economic environment.
If such facts indicate a potential impairment, the Company assesses recoverability by comparing the carrying value of the asset group to the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the carrying value exceeds the undiscounted cash flows, the Company measures the impairment loss as the difference between the carrying amount and the estimated fair value of the asset group, determined using appropriate valuation methodologies, which would typically include discounted cash flows.
During the years ended December 31, 2025 and 2024, the Company recorded no impairment charges related to long-lived assets.
Goodwill
In accordance with ASC 350, “Intangibles—Goodwill and Other,” the Company tests goodwill for impairment annually on October 1, or more frequently when events or circumstances indicate an impairment may have occurred. When assessing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment considers factors including the current operating environment, industry and market conditions, and overall financial performance. If the Company bypasses the qualitative assessment, or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative assessment by comparing the estimated fair value of the reporting unit to its carrying amount.
The Company estimates the fair value of its reporting units using the present value of estimated future cash flows, which requires considerable management judgment regarding the impact of operating and macroeconomic changes. Significant assumptions include past performance, current and anticipated market conditions, forecasted growth rates, and estimated discount rates. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the difference.
During the years ended December 31, 2025 and 2024, the Company recorded goodwill impairment charges of $0 and $679,175, respectively.
Embedded Derivative Liabilities
The Company evaluates the embedded features of its financial instruments, including convertible notes payable, preferred shares, and warrants, in accordance with ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815 “Derivatives and Hedging.” Certain conversion options and redemption features are required to be bifurcated from their host instrument and accounted for as freestanding derivative financial instruments when certain criteria are met. The Company applies significant judgment to identify and evaluate complex terms and conditions for its financial instruments to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations each period.
The Company maintains a sequencing policy whereby, in the event that reclassification of contracts from equity to liabilities is necessary under ASC 815 due to the Company’s inability to demonstrate sufficient authorized shares, shares are allocated on the basis of the earliest maturity date of potentially dilutive instruments, with the earliest maturity date receiving the first allocation. Issuances of securities to employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. Warrant Liabilities
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants in accordance with ASC 480 and ASC 815-40, “Contracts in Entity’s Own Equity.” The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether they meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require net cash settlement in a circumstance outside of the Company’s control.
Warrants that meet all the criteria for equity classification are recorded as a component of additional paid-in capital at the time of issuance. Warrants that do not meet all the criteria for equity classification are recorded at fair value on the date of issuance, with changes in fair value recognized in the consolidated statements of operations each period.
Fair Value of Financial Instruments
The fair value of a financial instrument is the price the Company would receive to sell an asset or pay to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. In the absence of observable market data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.
In accordance with ASC 820, the Company classifies fair value measurements within the following three-level hierarchy based on the observability of inputs used:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data and reflect the Company’s own assumptions about the inputs market participants would use.
The Company holds certain assets and liabilities measured at fair value on a recurring and nonrecurring basis. See Note 13—Fair Value Measurements for additional information.
Commitments and Contingencies
The Company accounts for commitments and contingencies in accordance with ASC 450, “Contingencies.” Liabilities for loss contingencies are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a range of loss is determined to be probable and no amount within the range is a better estimate than another, the minimum amount of the range is recorded. If a loss is reasonably possible but not probable, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss if such estimate can be made. Contingencies include, but are not limited to, litigation, regulatory matters, contractual obligations, and other claims arising in the normal course of business.
Stock-Based Compensation
The Company measures stock-based awards granted to employees, nonemployee directors, and consultants at fair value and recognizes stock-based compensation expense in accordance with ASC 718, “Compensation—Stock Compensation.” For service-based awards, compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of stock options is estimated using a Black-Scholes option pricing model. Restricted stock awards are valued at the closing price of the Company’s common shares on the date of grant. The Company recognizes forfeitures as they occur. Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and establishes a valuation allowance if, based on the weight of available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized.
The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by the taxing authority, including resolution of any related appeals or litigation. The tax benefit recognized is measured as the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.
Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by adjusting the weighted-average number of common shares outstanding for the dilutive effect, if any, of common share equivalents. Common share equivalents whose effect would be antidilutive are excluded from the calculation of diluted earnings (loss) per share. For liability-classified instruments such as warrant liabilities, the two-class method is applied whereby the numerator is adjusted to remove the effect of fair value changes on such instruments when the related shares are included in the diluted share count. See Note 21—Earnings (Loss) Per Share for additional information.
Recently Adopted Accounting Pronouncements
In August 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. The adoption of ASU 2023-05 did not have a material impact on the Company’s consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This guidance removes references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. Under the new standard, cost capitalization should only commence when an entity has committed to funding a software project and it is probable the project will be completed and the software will be used for its intended purpose. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.
The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its consolidated financial statements. |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Discontinued Operations |
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| Discontinued Operations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DISCONTINUED OPERATIONS | NOTE 4—DISCONTINUED OPERATIONS
Asien’s Assignment for the Benefit of Creditors
As described in Note 1—Organization and Nature of Business, on February 26, 2024, Asien’s entered into the Assignment Agreement, pursuant to which Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to SG Service Co., LLC in trust. The Company received no cash consideration related to the assignment. Following the assignment, the Company retained no financial interest in Asien’s.
The assignment of Asien’s represents a strategic shift and its results are reported as discontinued operations for the year ended December 31, 2024. The Company recognized a gain on disposition of Asien’s of $1,060,095, presented as a separate component of discontinued operations in the consolidated statements of operations for the year ended December 31, 2024. The following table presents the major classes of line items constituting the results of discontinued operations of Asien’s in the consolidated statements of operations for the year ended December 31, 2024:
The following table presents the major classes of cash flow activities from discontinued operations of Asien’s in the consolidated statements of cash flows for the year ended December 31, 2024:
ICU Eyewear Foreclosure Sale
As described in Note 1—Organization and Nature of Business, ICU Eyewear was in default under the ICU Loan Agreement and, with the approval of the other ICU Parties, consented to a foreclosure by the ICU Lender and private sale of substantially all of its assets in an Article 9 sale process, pursuant to Section 9-610 of the Uniform Commercial Code as in effect in the State of New York and Section 9-610 of the Uniform Commercial Code as in effect in the State of California. On August 5, 2024, ICU Eyecare Solutions Inc., an entity that is not affiliated with the Company, was the successful bidder with a cash bid of $4,250,000. Pursuant to an agreement, dated August 5, 2024, and in consideration for such purchase price, the ICU Lender having foreclosed on its security interest in all of the assets of ICU Eyewear then conveyed all of its rights, title, and interest in all of such assets to ICU Eyecare Solutions Inc. The Company received no cash consideration related to the sale. Following the sale, the Company retained no financial interest in ICU Eyewear.
The foreclosure sale of ICU Eyewear’s assets represents a strategic shift and its results are reported as discontinued operations for the year ended December 31, 2024. The Company recognized a gain on disposition of ICU Eyewear’s assets of $4,516,735, presented as a separate component of discontinued operations in the consolidated statements of operations for the year ended December 31, 2024.
The following table presents the major classes of line items constituting the results of discontinued operations of ICU Eyewear in the consolidated statements of operations for the year ended December 31, 2024:
The following table presents the major classes of cash flow activities from discontinued operations of ICU Eyewear in the consolidated statements of cash flows for the year ended December 31, 2024:
Sale of High Mountain
As described in Note 1—Organization and Nature of Business, on September 30, 2024, the Company entered into the Purchase Agreement with BFS and High Mountain, pursuant to which the Company sold substantially all of the assets of High Mountain to BFS for an aggregate cash only purchase price of $17,000,000, subject to certain pre-closing and post-closing adjustments. At closing, the purchase price was subject to a working capital adjustment and was also reduced by the amount of outstanding indebtedness repaid at closing or assumed by BFS, as well as certain transaction expenses. Additionally, the purchase price was reduced by $1,700,000, which may be used for certain post-closing payments (the “Holdback Amount”). During the year ended December 31, 2025, the Company recorded a $921,772 reduction to the Holdback Amount related to the resolution of post-closing working capital adjustments, with the offsetting impact of this adjustment recognized in discontinued operations. As of December 31, 2025, the balance of the Holdback Amount was $0.
The sale of High Mountain’s assets represents a strategic shift and its results are reported as discontinued operations for the year ended December 31, 2024. The Company recognized a gain on disposition of High Mountain’s assets of $3,990,034, presented as a separate component of discontinued operations in the consolidated statements of operations for the year ended December 31, 2024. The following table presents the major classes of line items constituting the results of discontinued operations of High Mountain in the consolidated statements of operations for the year ended December 31, 2024:
The following table presents the major classes of cash flow activities from discontinued operations High Mountain in the consolidated statements of cash flows for the year ended December 31, 2024:
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- References No definition available.
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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Business Combinations |
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| BUSINESS COMBINATIONS | NOTE 5—BUSINESS COMBINATIONS
Acquisition of CMD
On November 4, 2024, 1847 CMD entered into a stock and membership interest purchase agreement, as amended on December 5, 2024 and December 16, 2024, with Christopher M. Day, pursuant to which 1847 CMD agreed to acquire all of the membership interests of CMD. The acquisition was completed on December 16, 2024.
Headquartered in Las Vegas, Nevada and founded in 2012, CMD specializes in finish carpentry and related products and services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories for general contractors, commercial developers, residential builders and homeowners, and government entities. The acquisition aligns with the Company’s strategy of acquiring profitable small and middle-market businesses with stable earnings and cash flows that offer attractive returns on invested capital, and enhances operational synergies within the Company’s Construction operations.
The aggregate purchase price was $18,825,000, consisting of (i) $17,775,000 in cash, inclusive of certain seller transaction expenses, and (ii) a $1,050,000 promissory note payable to the seller.
The Company accounted for the acquisition using the acquisition method of accounting in accordance with ASC 805. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date with the excess of the purchase price over the fair value of the net assets acquired recorded as goodwill. Goodwill recognized is primarily attributable to expected operational synergies and the anticipated future growth opportunities within the Company’s construction operations, and is not deductible for income tax purposes. The following table summarizes the allocation of the purchase price:
The estimated useful life of property and equipment acquired ranges up to four years. The customer-related intangible asset is being amortized over 15 years and the marketing-related intangible asset over five years.
From the date of acquisition through December 31, 2024, CMD contributed revenues of $905,864 and net income from continuing operations of $47,508 to the consolidated statements of operations for the year ended December 31, 2024.
Pro Forma Information
The following unaudited pro forma financial information presents the combined results of the Company and CMD as if the acquisition had been completed on January 1, 2024, with adjustments to give effect to pro forma events directly attributable to the acquisition:
These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have occurred if the acquisition had been completed at the beginning of the period presented, nor are they indicative of the Company’s future results of operations. |
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- Definition The entire disclosure for business combination. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- References No definition available.
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Disaggregation of Revenues and Segment Reporting |
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| Disaggregation of Revenues and Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DISAGGREGATION OF REVENUES AND SEGMENT REPORTING | NOTE 6—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING
The Company’s four reportable segments are Kyle’s, ICD, CMD and Wolo. The following describes the primary revenue-generating activities of each segment.
Kyle’s, ICD, and CMD (Construction Operations): Revenue is derived primarily from contracts with customers for finish carpentry and related products and services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories for general contractors, commercial developers, residential builders and homeowners, and government entities.
Wolo (Automotive Supplies Operations): Revenue is derived primarily from the sale of horn and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles. Wolo sells its products to big-box national retail chains, specialty and industrial distributors, online and mail order retailers, and original equipment manufacturers.
Corporate: Corporate services represent holding company activities, including corporate overhead, intercompany eliminations, and other activities not allocated to the reportable segments. The measure of segment profit or loss reviewed by the CODM is income (loss) from operations. The Company does not allocate interest expense, changes in fair value of warrant and derivative liabilities, loss on extinguishment of debt, income taxes, or other non-operating items to its reportable segments, as these items are managed at the corporate level and are not included in the measures of segment performance reviewed by the CODM.
The Company’s revenues for the years ended December 31, 2025 and 2024 are disaggregated as follows:
Segment information for the years ended December 31, 2025 and 2024 is as follows:
The following table presents total assets by reportable segments as of December 31, 2025 and 2024:
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- References No definition available.
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| X | ||||||||||
- Definition The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Inventories |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventories [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INVENTORIES | NOTE 7—INVENTORIES
Inventories as of December 31, 2025 and 2024 consist of the following:
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- References No definition available.
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- Definition The entire disclosure for inventory. Includes, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the classes of inventory, and the nature of the cost elements included in inventory. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Prepaid Expenses and Other Current Assets |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid Expenses and Other Current Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 8—PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets as of December 31, 2025 and 2024 consist of the following:
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- Definition The entire disclosure for other current assets. No definition available.
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- References No definition available.
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Property and Equipment |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY AND EQUIPMENT | NOTE 9—PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2025 and 2024 consist of the following:
Depreciation expense for the years ended December 31, 2025 and 2024 was $458,217 and $404,681, respectively. |
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- References No definition available.
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- Definition The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Intangible Assets and Goodwill |
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| Intangible Assets and Goodwill [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INTANGIBLE ASSETS AND GOODWILL | NOTE 10—INTANGIBLE ASSETS AND GOODWILL
Intangible assets as of December 31, 2025 and 2024 consist of the following:
Amortization expense for the years ended December 31, 2025 and 2024 was $967,132 and $250,977, respectively.
Estimated amortization expense for intangible assets for each of the next five years and thereafter is as follows:
Below is a table summarizing the changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024:
During the years ended December 31, 2025 and 2024, the Company recorded goodwill impairment charges of $0 and $679,175, respectively. |
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- Definition The entire disclosure for all or part of the information related to intangible assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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Accounts Payable and Accrued Expenses |
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| Accounts Payable and Accrued Expenses [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 11—ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses as of December 31, 2025 and 2024 consist of the following:
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- Definition The entire disclosure for accounts payable and accrued liabilities at the end of the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Leases |
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| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LEASES | NOTE 12—LEASES
The Company leases office and warehouse space, machinery and other equipment. The majority of the Company’s leases are classified as ROU operating leases, which are included in operating ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities in the Company’s consolidated balance sheets. Operating Leases
On December 16, 2024, in connection with the acquisition of CMD, 1847 CMD entered into a lease agreement with Delancey LLC relating to the properties leased by the CMD prior to the acquisition located in Las Vegas, Nevada. The lease provides for a base rent of $20,000 per month, which shall increase annually by an amount equal to three percent of the previous year’s base rent. In addition, 1847 CMD will be responsible for all taxes, insurance and certain operating costs during the lease term. The lease expires on December 31, 2029. The initial measurement of the ROU asset and liability associated with this operating lease was $884,163.
On December 16, 2024, in connection with the acquisition of CMD, 1847 CMD also entered into a lease agreement with CD Gowan LLC relating to the properties leased by the CMD prior to the acquisition located in North Las Vegas, Nevada. The lease provides for a base rent of $15,000 per month, which shall increase annually by an amount equal to three percent of the previous year’s base rent. In addition, 1847 CMD will be responsible for all taxes, insurance and certain operating costs during the lease term. The lease expires on December 31, 2029. The initial measurement of the ROU asset and liability associated with this operating lease was $663,122.
On February 15, 2025, CMD entered into a lease agreement for office space located in Lake Havasu City, Arizona. The lease commenced on February 15, 2025 and is for a term of three years. Under the terms of the lease, CMD will lease the premises at a monthly rate of $3,300, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $97,379.
On September 1, 2025, Kyle’s entered into a five-year industrial lease agreement with Stephen Mallatt, Jr. and Rita Mallatt, officers of Kyle’s, for office and warehouse space located in Boise, Idaho, which was amended on September 1, 2025 to extend the lease for an additional five years. Commencing on September 1, 2025, the lease provides for a base rent of $7,925, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The measurement of the ROU asset and liability associated with this operating lease was $343,713.
In May 2025, ICD ceased use of a warehouse facility located in Reno, Nevada, and relocated operations to another site within the Construction operations. As the Company determined it no longer had the right to control the use of the identified asset, the associated ROU asset was written off and the Company recognized a loss on abandonment of $112,705 for the year ended December 31, 2025.
Operating leases as of December 31, 2025 and 2024 consist of the following:
The components of operating lease expense consist of the following for the years ended December 31, 2025 and 2024:
For the years ended December 31, 2025 and 2024, cash paid for amounts included in the measurement of operating lease liabilities was $774,988 and $494,349, respectively.
As of December 31, 2025, maturities of operating lease liabilities were as follows:
Finance Leases
Finance leases as of December 31, 2025 and 2024 consist of the following:
The components of finance lease expense consist of the following for the years ended December 31, 2025 and 2024:
As of December 31, 2025, maturities of finance lease liabilities were as follows:
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- References No definition available.
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- Definition The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Fair Value Measurements |
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| Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FAIR VALUE MEASUREMENTS | NOTE 13—FAIR VALUE MEASUREMENTS
The carrying amounts of financial assets and liabilities, including cash and cash equivalents, accounts receivable, inventories, prepaid expenses, accounts payable and accrued expenses, and contract assets and liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of lease obligations, notes payable, and convertible notes payable approximate fair value as the stated interest rates on these instruments reflect current market rates for instruments with similar terms and credit risk.
Recurring Fair Value Measurements
The following table presents the fair value of financial instruments measured on a recurring basis as of December 31, 2025 and 2024:
The following table presents a rollforward of changes for financial instruments measured at fair value on a recurring basis for the years ended December 31, 2025 and 2024:
Nonrecurring Fair Value Measurements
Certain assets, including long-lived assets and goodwill, are measured at fair value on a nonrecurring basis when impairment indicators are present using Level 3 inputs. During the years ended December 31, 2025 and 2024, the Company recorded goodwill impairment charges of $0 and $679,175, respectively. |
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- References No definition available.
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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Notes Payable |
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| NOTES PAYABLE | NOTE 14—NOTES PAYABLE
Notes payable as of December 31, 2025 and 2024 consist of the following:
Vehicle Loans
The Company has financed vehicle purchases with notes payable secured by the underlying. These notes carry interest rates ranging from 1.99% to 6.54% and have original terms of four to five years. As of December 31, 2025, the outstanding balance was $8,530.
6% Subordinated Promissory Notes
As part of the consideration for the acquisition of ICU Eyewear, 1847 ICU issued subordinated promissory notes to the sellers in the aggregate principal amount of $500,000. The notes bear interest at 6% per annum, with all principal and accrued interest due and payable in a single lump sum on February 9, 2024. Upon an event of default, the interest rate increases to 10% per annum. The notes are unsecured and subordinated to all senior indebtedness.
As of December 31, 2025, the outstanding principal balance is $500,000 and accrued interest is $126,389.
Purchase and Sale of Future Revenues Loan
On March 31, 2023, the Company and its subsidiary 1847 Cabinet entered into a non-recourse funding agreement with a third-party for the sale of future revenues totaling $1,965,000 for net cash proceeds of $1,410,000, requiring weekly ACH payments in the amount of $39,300. The Company recorded an initial debt discount of $555,000, amortized under the effective interest method, resulting in an initial effective interest rate of 72.4%. The agreement allows the third party to file UCC financing statements securing their interest in the receivables and includes customary events of default.
On November 30, 2023, the agreement was amended to increase the outstanding balance by $1,375,500 to $1,965,000 for net cash proceeds of $865,500. The Company evaluated the amendment under ASC 470-50, “Modifications and Extinguishments,” determined it to be a modification, and recorded an additional debt discount of $510,000. Following the modification, the effective interest rate was 65.1%.
On July 23, 2024, the agreement was further amended to increase the outstanding balance by $1,624,400 to $2,292,500 for net cash proceeds of $1,029,400. The Company evaluated the amendment under ASC 470-50, and determined it to be a modification, and recorded an additional debt discount of $595,000. Following the modification, the effective interest rate was 74.8%.
On April 24, 2025, the agreement was further amended to increase the outstanding balance by $845,650 to $1,350,000 for net cash proceeds of $465,650, with weekly ACH payments revised to $27,000. The Company evaluated the amendment under ASC 470-50, and determined it to be a modification, and recorded an additional debt discount of $380,000. Following the modification, the effective interest rate was 82.2%.
As of December 31, 2025, the outstanding principal balance is $405,000, net of unamortized debt discount of $46,829.
20% OID Promissory Notes – March 2024
On March 4, 2024, the Company issued a 20% original issue discount (“OID”) subordinated promissory note in the principal amount of $1,250,000 to an accredited investor for net cash proceeds of $999,900. The note was subsequently amended and restated on March 27, 2024 to increase the principal amount to $1,562,500 for additional cash proceeds of $250,000, and again on April 9, 2024 to increase the principal amount to $2,500,000 for additional cash proceeds of $750,000.
The Company evaluated the note for embedded features that qualify as derivatives under ASC 815. The Company determined that the 50% default penalty constitutes a deemed redemption feature, requiring bifurcation from the host instrument and separate accounting as a freestanding derivative liability. The fair value of the embedded redemption derivative liability was determined using a probability-weighted expected return methodology. Subsequent changes in fair value are recognized in the consolidated statements of operations each reporting period. The OID, issuance costs, and initial fair value of the embedded derivative liability were collectively recorded as a debt discount, amortized to interest expense over the term of the note using the effective interest method.
On June 4, 2024, an event of default occurred, resulting in a $1,250,000 increase to the principal balance. The Company recognized a loss on extinguishment of debt of $1,250,000 and extinguished the derivative liability. The note was subsequently amended on five occasions to extend the maturity date, with the Company agreeing to increase the outstanding principal as consideration for each extension as follows:
Commencing November 15, 2025, the note requires monthly cash payments of $100,000, increasing to $150,000 per month beginning December 15, 2025 and continuing on the 15th of each month thereafter until maturity. The note may be prepaid in whole or in part at any time. In addition, the Company is required to apply a minimum of 40% of the net proceeds from any equity, equity-linked, or debt securities issuance or financing transaction, other than excluded debt as defined in the note, toward repayment of this note. The note is unsecured and has priority over all other unsecured indebtedness except for certain senior indebtedness as defined in the note. Upon an event of default, the outstanding principal balance will be assessed a 50% penalty.
As of December 31, 2025, the outstanding principal balance is $3,313,820.
12% Promissory Note for Services
On May 9, 2024, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company issued a promissory note in the principal amount of $500,000 in consideration for the holder entering into a lock-up agreement to not execute any conversions of a secured convertible note issued to the holder on October 8, 2021 (see Note 15—Convertible Notes Payable) into common shares of the Company, subject to certain exceptions. The note bears interest at 12% per annum and matured on May 9, 2025. Upon an event of default, the interest rate increases to 16% per annum and the outstanding balance is assessed a 50% penalty. The note is unsecured and has priority over all other unsecured indebtedness. At any time prior to full repayment, the holder has the right in its sole discretion to require the Company to apply up to 100% of cash proceeds received from any source toward repayment of outstanding principal and accrued interest.
The note was recorded at fair value on the date of issuance. The fair value was determined as the present value of contractual cash flows using a market interest rate of 13.76%, resulting in an initial fair value of $492,000, recognized in the consolidated statements of operations. The resulting discount of $8,000 was amortized to interest expense over the term of the note using the effective interest method.
The Company evaluated the note for embedded features that qualify as derivatives under ASC 815. The Company determined that the 50% default penalty constitutes a deemed redemption feature requiring bifurcation from the host instrument and separate accounting as a freestanding derivative liability. The fair value of the embedded redemption derivative liability was determined using a probability-weighted expected return methodology, with the initial fair value recognized in the consolidated statements of operations. Subsequent changes in fair value are recognized in the consolidated statements of operations each reporting period.
On May 9, 2025, an event of default occurred, resulting in a $280,000 increase to the principal balance. The Company recognized a loss on extinguishment of debt of $280,000 and extinguished the corresponding derivative liability.
As of December 31, 2025, the outstanding principal balance is $840,000 and accrued interest is $86,900. 25% OID Promissory Note
On June 28, 2024, the Company’s subsidiaries 1847 Cabinet, High Mountain, ICD and Kyle’s (the “Borrowers”) issued an 25% OID promissory note in the principal amount of up to $2,472,000, to be advanced in one or more tranches, to Breadcrumbs Capital LLC (“Breadcrumbs”). The tranches were executed as follows:
The note bears interest at the greater of (i) 8% plus the U.S. Prime Rate as published in The Wall Street Journal or (ii) 14% per annum. Upon an event of default, the interest rate increases to 36% or the maximum legal rate, and the outstanding balance is assessed a 35% penalty. Each tranche is due and payable three months after issuance. The note is secured by all assets of the Borrowers pursuant to a security agreement, subordinate to the senior lender, Leonite Capital LLC.
In connection with the issuance of the note, the Company entered into a memorandum of understanding with Breadcrumbs pursuant to which, upon the closing of each tranche, the Company agreed to issue series D senior convertible preferred shares with a stated value equal to the principal amount of each tranche. See Note 18—Convertible Preferred Shares for further details for additional information.
The Company evaluated the note for embedded features that qualify as derivatives under ASC 815. The Company determined that the 35% default penalty constitutes a deemed redemption feature requiring bifurcation from the host instrument and separate accounting as a freestanding derivative liability. The fair value of the embedded redemption derivative liability was determined using a probability-weighted expected return methodology. Subsequent changes in fair value are recognized in the consolidated statements of operations each reporting period. The OID, issuance costs, and allocated fair values of both the series D senior convertible preferred shares and the bifurcated embedded redemption derivative liability were collectively recorded as a debt discount, amortized to interest expense over the term of the note using the effective interest method.
Upon maturity, an event of default occurred, resulting in a $377,370 increase to the principal balance. The Company recognized a loss on extinguishment of debt of $377,370 and extinguished the corresponding derivative liability.
As of December 31, 2025, the outstanding principal balance is $1,455,600 and accrued interest is $763,921.
CMD Seller Promissory Note
As part of the consideration for the acquisition of CMD (see Note 5—Business Combinations), on December 16, 2024, 1847 CMD issued the seller a non-interest-bearing promissory note in the principal amount of $1,050,000, due and payable on February 16, 2025, and did not bear interest. The note was repaid in full on February 14, 2025. |
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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Convertible Notes Payable |
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| CONVERTIBLE NOTES PAYABLE | NOTE 15—CONVERTIBLE NOTES PAYABLE
Convertible notes payable as of December 31, 2025 and 2024 consist of the following:
On October 8, 2021, the Company issued two secured convertible promissory notes in the principal amount of $16,900,000 and $7,860,000 to SILAC Insurance Company (“SILAC”) and a secured convertible promissory note in the principal amount of $100,000 to Leonite Capital LLC (“Leonite”). Thereafter, (i) on September 1, 2023, SILAC entered into a securities purchase agreement with Altimir Partners LP (“Altimir”), pursuant to which Altimir agreed to purchase the secured convertible promissory note in the principal amount of $16,900,000, $765,306 of which was then acquired by Leonite, and (ii) on December 1, 2023, SILAC entered into a securities purchase agreement with Beaman Special Opportunities Partners, LP (“Beaman”), pursuant to which Beaman purchased that the secured convertible promissory note in the principal amount of $7,860,000. In connection with the sale of High Mountain, $5,815,768 of the purchase price was paid to Altimir and $2,819,711 of the purchase price was paid to Beaman. A total of $7,000,000 of these funds were held by Altimir and Beauman in a reserve account for the Company’s use in connection with the CMD acquisition.
The notes accrued interest at a rate per annum equal to the greater of (i) 4.75% plus the U.S. Prime Rate that appears in The Wall Street Journal from time to time or (ii) 8%; provided that, upon an event of default (as defined in the note agreement), such rate shall increase to 24% or the maximum legal rate. Payments of interest only, computed at such rate on the outstanding principal amount, will be due and payable quarterly in arrears commencing on January 1, 2022 and continuing on the first day of each calendar quarter thereafter through and including the maturity date.
The holders of the notes may, in their sole discretion, elect to convert any outstanding and unpaid principal portion of the notes, and any accrued but unpaid interest on such portion, into common shares at an adjusted conversion price equal to $0.27 per share (subject to adjustments as defined in the note agreement); provided that the notes contain certain beneficial ownership limitations.
The note purchase agreement and the notes contain customary representations, warranties, affirmative and negative financial and other covenants and events of default for loans of this type. The notes are guaranteed by certain subsidiaries and are secured by a first priority security interest in all of the assets of the Company and certain subsidiaries.
On September 30, 2024, the parties entered into an amendment to the notes, which (i) provided for the terms of the reserve account described above, (ii) changed the maturity date to October 8, 2025, (iii) changed the interest rate to 15%, (iv) amended the repayment terms to require monthly payments of interest only commencing on the earlier of completion of the potential acquisition and December 1, 2024 and to require monthly payments of $500,000 commencing on April 1, 2025. The amendment also requires that the Company pay $4,000,000 no later than January 31, 2025 and includes an additional exit fee of $250,000 to be paid on the maturity date or upon the earlier repayment of the notes in full. As additional consideration for entering into the amendment, the Company agreed to pay an amendment fee of $250,000.
On December 24, 2025, the parties entered into a standstill agreement, pursuant to which the holders of the notes agreed that, notwithstanding the existence of an event of default for failure to repay the notes by October 8, 2025, so long as the Company is diligently pursuing a written term sheet from a counterparty to either (i) refinance the obligations under the notes or (ii) sell CMD to a purchaser, in either case in an amount at least sufficient to pay off the notes, the holders agreed to not take any action to assert, collect or enforce all or any part of obligations under the notes as against the collateral or the Company until February 15, 2026, to be extended to April 15, 2026 if the Company delivers a term sheet that provides for a refinancing or purchase price in an amount no less than an amount required to pay the notes in full that includes no contingencies other than administrative items (the “Term Sheet”) on or before February 15, 2026. As consideration for the standstill agreement, the Company agreed to pay Altimir and Beaman (i) a restructuring fee in the amount of $500,000, with $100,000 due upon entry into the standstill agreement and the remaining amount due on the earlier of delivery and acceptance of the Term Sheet or February 15, 2026 and (ii) an exit fee in the amount of $1,250,000, which will be due and payable on the earliest of repayment of the notes in full, completion of a refinancing or a sale of CMD, or April 15, 2026.
As of December 31, 2025, the outstanding principal balance is $22,751,184 and accrued interest is $7,550,333. |
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- Definition The entire disclosure of convertible note payable. No definition available.
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Related Parties |
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| RELATED PARTIES | NOTE 16—RELATED PARTIES
Related Party Note Payable
A portion of the consideration for the acquisition of Kyle’s on September 30, 2020 was paid through the issuance of a vesting promissory note by 1847 Cabinet to Stephen Mallatt, Jr. and Rita Mallatt, officers of Kyle’s, in the principal amount of $1,260,000. On July 26, 2022, the Company and 1847 Cabinet entered into a conversion agreement with Stephen Mallatt, Jr. and Rita Mallatt pursuant to which $797,221 of the vesting note was converted into 10 common shares at a conversion price of $81,900 per share, the vesting note was cancelled, and the remaining balance of $558,734 was due by October 1, 2022. The conversion agreement was subsequently amended on multiple occasions to extend the due date, with the latest amendment extending the due date to July 30, 2023 and providing for an amendment fee of $76,784. On June 27, 2025, the conversion agreement and a consulting agreement, dated March 16, 2024, between the Company and Stephen Mallatt, Jr. and Rita Mallatt were cancelled, and 1847 Cabinet issued an 8% promissory note in the principal amount of $1,567,621 to Stephen Mallatt, Jr. and Rita Mallatt. The note bears interest at 8% per annum and matures on November 15, 2027, with monthly payments commencing July 15, 2025. All amounts outstanding under the note are required to be repaid in full upon a sale of CMD. The note is unsecured and contains customary events of default. The Company recognized a loss on extinguishment of debt of $458,218 in connection with the issuance of the new note.
As of December 31, 2025, the outstanding principal balance is $1,265,326.
Management Services Agreements
On April 15, 2013, the Company and the Manager entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) Parent Management Fees received by (or owed to) the Manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid Parent Management Fees. The Company expensed $0 in Parent Management Fees for the years ended December 31, 2025 and 2024.
On May 28, 2020, 1847 Asien entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 Asien in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). Following the assignment of all of the assets of Asien’s on February 26, 2024, the Manager ceased to provide services to 1847 Asien for quarterly management fees. 1847 Asien expensed management fees of $50,000 for the year ended December 31, 2024, which is included in discontinued operations. See Note 4—Discontinued Operations for additional information.
On August 21, 2020, 1847 Cabinet entered into an offsetting management services agreement with the Manager, which was amended on October 8, 2021. Pursuant to the amended management services agreement, the Manager will provide certain services to 1847 Cabinet in exchange for a quarterly management fee. This fee will be the greater of $125,000 or 2% of adjusted net assets (as defined within the amended management services agreement). For the years ended December 31, 2025 and 2024, 1847 Cabinet expensed management fees of $500,000 and $375,000, respectively. For the year ended December 31, 2024, $125,000 was included in discontinued operations as a result of the sale of High Mountain. See Note 4—Discontinued Operations for additional information.
On March 30, 2021, 1847 Wolo entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 Wolo in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 Wolo expensed management fees of $300,000 for the years ended December 31, 2025 and 2024.
On February 9, 2023, 1847 ICU entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 ICU in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). Following the sale of all of the assets of ICU Eyewear on August 5, 2024, the Manager ceased to provide services to 1847 ICU for quarterly management fees. 1847 ICU expensed management fees of $175,000 for the year ended December 31, 2024, which is included in discontinued operations. See Note 4—Discontinued Operations for additional information. On December 16, 2024, 1847 CMD entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 CMD in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 CMD expensed management fees of $300,000 for the year ended December 31, 2025.
In addition, if the aggregate amount of management fees paid or to be paid to the Manager under the offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of the Company’s gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements.
In addition, under the Company’s operating agreement with the Manager, in the event of an acquisition of a target business or disposition of a subsidiary, the Manager will receive a transaction fee of 2% of the aggregate purchase price, which percentage decreases if the purchase exceeds $50 million.
The profit allocation and transaction fees are included in management fees. On a consolidated basis, for the year ended December 31, 2025, the Company expensed total management fees of $1,100,000. For the year ended December 31, 2024, the Company expensed total management fees from continued operations and discontinued operations of $2,267,000 and $350,000, respectively.
Manager’s Profit Allocation and Transaction Fees
The Manager owns 100% of the allocation shares of the Company which represent the original equity interest in the Company. As a holder of the allocation shares, the Manager is entitled to receive a 20% profit allocation as a form of preferred distribution, pursuant to a profit allocation formula upon the occurrence of certain events. Generally, the distribution of the profit allocation is paid upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses, including if the Company distributes its equity ownership in a subsidiary to the Company’s shareholders in a spin-off or similar transaction (a “Sale Event”), or, at the option of the Manager, at the five-year anniversary date of the acquisition of one of the Company’s businesses (a “Holding Event”). The calculation of the profit allocation and the rights of the Manager, as the holder of the allocation shares, are governed by the operating agreement. The Company records distributions of the profit allocation to the holders upon occurrence of a Sale Event or Holding Event as dividends declared on allocation interests to shareholders’ equity when they are approved by the Company’s board of directors. In addition, under the Company’s operating agreement with the Manager, in the event of an acquisition of a target business or disposition of a subsidiary, the Manager will receive a transaction fee of 2% of the aggregate purchase price, which percentage decreases if the purchase exceeds $50 million.
During 2020, concurrent with the spin-off of a former subsidiary, the board of directors identified a need to adjust the distribution to the Manger, which resulted in the recognition of a $2 million distribution receivable from the Manager within shareholders’ deficit, with repayment anticipated upon the occurrence of the next qualified profit allocation distribution event (the “Distribution Receivable”).
On April 23, 2024, the Company and the Manager entered into a letter agreement regarding the timing of payment of the Distribution Receivable, pursuant to which the parties agreed to treat the Distribution Receivable as a $2,000,000 unqualified obligation of the Manager to be repaid as a credit against all future profit allocations resulting from both a Sale Event and a Holding Event payable to the Manager, all until the Distribution Receivable is fully paid, provided that, if the Distribution Receivable is not fully paid by the application of such credit or otherwise by the first to occur of (i) December 31, 2024 and (ii) the date of the sale of all or substantially all the assets (in a transaction of any form) or the liquidation, dissolution or winding up, voluntary or involuntary, of either party, then upon such date the unpaid balance shall be immediately due, payable and paid by the Manager. During the year ended December 31, 2024, the Distribution Receivable was settled in full. On September 30, 2024, the Company completed the sale of High Mountain (see Note 4—Discontinued Operations). The sale qualified as a sale event under the Company’s operating agreement, entitling the Manager to a 20% profit allocation of $875,000 and a transaction fee of 2.0% of the sales price, or $340,000, in accordance with the profit allocation formula outlined in the operating agreement. On December 16, 2024, the Company completed the acquisition of CMD (see Note 5—Business Combinations), entitling the Manager to a transaction fee of 2.0% of the purchase price, or $377,000. The profit allocation and transaction fees were recorded as management fees in the consolidated statements of operations.
Building Lease
See Note 12—Leases regarding the building lease for the property leased by Kyle’s from Stephen Mallat, Jr. and Rita Mallatt, officers of Kyle’s. During the years ended December 31, 2025 and 2024, the Company recognized lease expense of $90,923 and $87,106, respectively, under this related party lease. |
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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Commitments and Contingencies [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 17—COMMITMENTS AND CONTINGENCIES
On September 4, 2025, Alpha Capital Anstalt (“Alpha Capital”) filed a complaint in the Supreme Court of the State of New York, County of New York against our company, in an action captioned Alpha Capital Anstalt v. 1847 Holdings LLC, Index No. 655245/2025. The complaint asserts a claim for breach of contract against our company based on its alleged breach of a securities purchase agreement it entered into with Alpha Capital on December 14, 2024, or the SPA. Alpha Capital alleges that we breached the implied covenant of good faith and fair dealing and Section 4.10 in the SPA by failing to take steps to have our common shares listed on another trading market after it was delisted from NYSE American. Alpha Capital alleges that, as a result of our alleged failure in that regard, it has not been able to sell or exercise the securities it acquired under the SPA and in a subsequent transaction. Alpha Capital seeks damages of at least $2 million plus its attorney’s fees, costs, and pre- and post-judgment interest and, alternatively, an order requiring us to get our common shares listed on a trading market. On October 8, 2025, we filed an answer to the complaint denying the material allegations in the complaint and asserting several affirmative defenses. The answer includes a counterclaim against Alpha Capital for our costs and attorney’s fees for defending the action pursuant to the provision in SPA providing that the prevailing party in litigation is to be awarded its attorney’s fees and costs from the other party. On January 22, 2026, the court held a Preliminary Conference and set September 18, 2026 as the deadline for Alpha Capital to file a note of issue/certificate of readiness, and the court will thereafter set a trial date. Discovery commenced on February 27, 2026. We believe we have meritorious defenses to Alpha Capital’s claims, including because our common shares commenced trading on the OTCID market on October 15, 2025. Our company intends to vigorously defend itself against Alpha Capital’s claims. Due to this litigation being in its early stage, we cannot reasonably estimate at this time the potential loss or range of loss, if any, in the event of an adverse outcome in this matter. It is possible an adverse outcome could materially adversely affect our financial condition, results of operations, and cash flows. No accrual has been recorded with respect to this legal matter.
On October 17, 2025, Matthew Miller, individually and as principal of Strategic Risk, LLC (the “Plaintiff”), filed a complaint in the U.S. District Court for the Southern District of New York in an action captioned Matthew Miller v. 1847 Holdings LLC; 1847 Partners LLC; Ellery W. Roberts; Louis Bevilacqua; Bevilacqua PLLC; Joseph D. Wilson; Eric Van Dam; Vernice Howard; Edward Tobin; Glyn Milburn; and Does 1-10, case no. 1:25-cv-08606-LAK. On October 24, 2025, Plaintiff filed an amended complaint that also named Spartan Capital Securities LLC; and Sichenzia Ross Ference Carmel LLP as defendants. On October 28, 2025, the Court sua sponte dismissed the amended complaint without prejudice and with leave to replead. On November 24, 2025, the Plaintiff filed a second amended complaint naming 1847 Holdings, LLC, 1847 Partners, LLC, Ellery W. Roberts, Louis A. Bevilacqua, Bevilacqua PLLC, and Vernice Howard as defendants and alleging claims for securities fraud, scheme liability, control person liability, and common law fraud. On February 17, 2026, 1847 Holdings, 1847 Partners, Mr. Roberts, and Ms. Howard filed a motion to dismiss the second amended complaint. The motion is now fully briefed and the parties are awaiting a ruling from the court. If the action proceeds, the company and its principals intend to defend vigorously the Plaintiff's allegations. |
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- References No definition available.
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- Definition The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Convertible Preferred Shares |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Convertible Preferred Shares [Abstract] | |
| CONVERTIBLE PREFERRED SHARES | NOTE 18—CONVERTIBLE PREFERRED SHARES
Series A Senior Convertible Preferred Shares
As of December 31, 2025 and 2024, the Company had 50,592 series A senior convertible preferred shares issued and outstanding. The following is a description of the rights of the series A senior convertible preferred shares.
Ranking. The series A senior convertible preferred shares rank, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common shares, allocation shares, and each other class or series that is not expressly made senior to or on parity with the series A senior convertible preferred shares; (ii) on parity with each other class or series that is not expressly subordinated or made senior to the series A senior convertible preferred shares; and (iii) junior to all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company and each other class or series that is expressly made senior to the series A senior convertible preferred shares.
Dividend Rights. Holders of series A senior convertible preferred shares are entitled to dividends at a rate per annum of 29.0% of the stated value ($2.42 per share, subject to adjustment). Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall be payable quarterly in arrears on each dividend payment date in cash or common shares at the Company’s discretion. Dividends payable in common shares shall be calculated based on a price equal to eighty percent (80%) of the VWAP during the five (5) trading days immediately prior to the applicable dividend payment date; provided, however, that if the common shares are not registered, and Rule 144 rulemaking referred to below is effective on the payment date, the dividends payable in common shares shall be calculated based upon the fixed price of $1.57 per share; provided further, that the Company may only elect to pay dividends in common shares based upon such fixed price if the VWAP for the five (5) trading days immediately prior to the applicable dividend payment date is $1.57 or higher.
Liquidation Rights. Subject to the rights of creditors and the holders of any senior securities or parity securities (in each case, as defined in the share designation), upon any liquidation of the Company or its subsidiaries, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of securities that are junior to the series A senior convertible preferred shares as to the distribution of assets on any liquidation of the Company, including the common shares and allocation shares, each holder of outstanding series A senior convertible preferred shares shall be entitled to receive an amount of cash equal to 115% of the stated value plus an amount of cash equal to all accumulated accrued and unpaid dividends thereon (whether or not declared) to, but not including the date of final distribution to such holders. If, upon any liquidation, the assets, or proceeds thereof, distributable among the holders of the series A senior convertible preferred shares shall be insufficient to pay in full the preferential amount payable to the holders of the series A senior convertible preferred shares and liquidating payments on any other shares of any class or series of parity securities as to the distribution of assets on any liquidation, then such assets, or the proceeds thereof, shall be distributed among the holders of series A senior convertible preferred shares and any such other parity securities ratably in accordance with the respective amounts that would be payable on such series A senior convertible preferred shares and any such other parity securities if all amounts payable thereon were paid in full.
Voting Rights. The series A senior convertible preferred shares do not have any voting rights; provided that, so long as any series A senior convertible preferred shares are outstanding, the affirmative vote of holders of a majority of series A senior convertible preferred shares, which majority must include Leonite Capital LLC so long as it holds any series A senior convertible preferred shares (the “Requisite Holders”), voting as a separate class, shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the share designation. In addition, so long as any series A senior convertible preferred shares are outstanding, the affirmative vote of the Requisite Holders shall be required prior to the creation or issuance by the Company or by its subsidiaries Kyle’s and Wolo of (i) any parity securities; (ii) any senior securities; and (iii) any new indebtedness other than (A) intercompany indebtedness by Kyle’s or Wolo in favor of the Company, (B) indebtedness incurred in favor of the sellers of Kyle’s or Wolo in connection with the acquisition of Kyle’s or Wolo, or (C) indebtedness (or the refinancing of such indebtedness) the proceeds of which are used to complete the acquisition of Kyle’s or Wolo related expenses or working capital to operate the business of Kyle’s or Wolo. Notwithstanding the foregoing, this shall not apply to any financing transaction the use of proceeds of which will be used to redeem the series A senior convertible preferred shares and the warrants issued in connection therewith. Conversion Rights. Each series A senior convertible preferred share, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable common shares determined by dividing the stated value ($2.42 per share), plus the value of the accrued, but unpaid, dividends thereon, by a conversion price of $0.054 per share (subject to adjustment); provided that in no event shall the holder of any series A senior convertible preferred shares be entitled to convert any number of series A senior convertible preferred shares that upon conversion the sum of (i) the number of common shares beneficially owned by the holder and its affiliates and (ii) the number of common shares issuable upon the conversion of the series A senior convertible preferred shares with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding common shares. 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.
Redemption Rights. The Company may redeem in whole, or upon the written consent of the Requisite Holders and in the manner provided for in such written consent, in part, the series A senior convertible preferred shares by paying in cash therefore a sum equal to 115% of the stated value plus the amount of accrued and unpaid plus any other amounts due pursuant to the terms of the series A senior convertible preferred shares.
Most Favored Nations. The securities purchase agreement relating to the issuance of the series A senior convertible preferred shares contains a standard most favored nations provision which provides that, unless otherwise agreed to by the holders of a majority of the then outstanding series A senior convertible preferred shares, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security, by the Company with any term that any holder of series A senior convertible preferred shares reasonably believes is more favorable to the holder of such security than to the holder of the series A senior convertible preferred shares then (i) the Company shall notify the holder of series A senior convertible preferred shares of such additional or more favorable term within five (5) business days of the new issuance and/or amendment of the respective security, which notice may include the filing of a current report on Form 8-K that discloses the issuance of such new security, and (ii) such term, the holder’s option, shall become a part of the transaction documents with the holder of the series A senior convertible preferred shares. The types of terms contained in another security that may be more favorable to the purchaser of such security include, but are not limited to, terms addressing conversion discounts, prepayment rate, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, and warrant coverage. The holders of the series A senior convertible preferred shares have used this provision to reduce the conversion price on multiple occasions.
On September 30, 2024, the Company settled $12,432 of previously accrued dividends through the issuance of 5,137 series A senior convertible preferred shares with an allocated value of $1,700. As a result, the Company recognized a gain on extinguishment of debt of $10,732.
During the year ended December 31, 2024, 181,212 series A senior convertible preferred shares were converted into 2,437 common shares.
During the years ended December 31, 2025 and 2024, the Company accrued series A preferred share dividends of $35,505 and $144,435, respectively.
During the year ended December 31, 2024, the Company settled $130,968 of previously accrued dividends through the issuance of 625 common shares.
Series B Senior Convertible Preferred Shares
As of December 31, 2025 and 2024, no series B senior convertible preferred shares were issued and outstanding.
During the year ended December 31, 2024, the remaining 91,567 series B senior convertible preferred shares were converted into 1,523 common shares. During the year ended December 31, 2024, the Company accrued series B preferred share dividends of $2,509.
During the year ended December 31, 2024, the Company settled $13,299 of previously accrued dividends through the issuance of 51 common shares.
Series C Senior Convertible Preferred Shares
As of December 31, 2025 and 2024, the Company had 83,603 series C senior convertible preferred shares issued and outstanding. The following is a description of the rights of the series C senior convertible preferred shares.
Ranking. The series C senior convertible preferred shares rank, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common shares, allocation shares, and each other class or series that is not expressly made senior to or on parity with the series C senior convertible preferred shares; (ii) on parity with the series D senior convertible preferred shares and each other class or series that is not expressly subordinated or made senior to the series C senior convertible preferred shares; and (iii) junior to the series A senior convertible preferred shares, all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company and each other class or series that is expressly made senior to the series C senior convertible preferred shares.
Dividend Rights. Holders of series C senior convertible preferred shares are entitled to dividends at a rate per annum of 6.0% of the stated value ($10 per share). Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall be payable only upon the liquidation of the Company or upon conversion.
Liquidation Rights. Subject to the rights of creditors and the holders of any senior securities or parity securities (in each case, as defined in the share designation), upon any liquidation of the Company or its subsidiaries, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of securities that are junior to the series C senior convertible preferred shares as to the distribution of assets on any liquidation of the Company, including the common shares and allocation shares, each holder of outstanding series C senior convertible preferred shares shall be entitled to receive an amount of cash equal to 100% of the stated value plus an amount of cash equal to all accumulated accrued and unpaid dividends thereon (whether or not declared) to, but not including the date of final distribution to such holders. If, upon any liquidation, the assets, or proceeds thereof, distributable among the holders of the series C senior convertible preferred shares shall be insufficient to pay in full the preferential amount payable to the holders of the series C senior convertible preferred shares and liquidating payments on any other shares of any class or series of parity securities as to the distribution of assets on any liquidation, then such assets, or the proceeds thereof, shall be distributed among the holders of series C senior convertible preferred shares and any such other parity securities ratably in accordance with the respective amounts that would be payable on such series C senior convertible preferred shares and any such other parity securities if all amounts payable thereon were paid in full.
Voting Rights. The series C senior convertible preferred shares do not have any voting rights; provided that, so long as any series C senior convertible preferred shares are outstanding, the affirmative vote of holders of a majority of series C senior convertible preferred shares, voting as a separate class, shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the share designation.
Conversion Rights. Each series C senior convertible preferred share, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable common shares determined by dividing the stated value ($10 per share), plus the value of the accrued, but unpaid, dividends thereon, by the conversion price of $150 per share (subject to standard adjustments in the event of any share splits, share combinations, share reclassifications, dividends paid in common shares, sales of substantially all of the Company’s assets, mergers, consolidations or similar transactions); provided that in no event shall the holder of any series C senior convertible preferred shares be entitled to convert any number of series C senior convertible preferred shares that upon conversion the sum of (i) the number of common shares beneficially owned by the holder and its affiliates and (ii) the number of common shares issuable upon the conversion of the series C senior convertible preferred shares with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding common shares. 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. Redemption Rights. Not redeemable.
On August 22, 2024, the Company issued 83,603 series C senior convertible preferred shares as settlement of the outstanding balance of a 6% amortizing promissory note in the amount of $831,027.
During the years ended December 31, 2025 and 2024, the Company accrued series C preferred share dividends of $50,162 and $18,003, respectively.
Series D Senior Convertible Preferred Shares
As of December 31, 2025 and 2024, the Company had 6,293,022 series D senior convertible preferred shares issued and outstanding. The following is a description of the rights of the series D senior convertible preferred shares.
Ranking. The series D senior convertible preferred shares rank, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common shares, allocation shares, and each other class or series that is not expressly made senior to or on parity with the series D senior convertible preferred shares; (ii) on parity with each other class or series that is not expressly subordinated or made senior to the series D senior convertible preferred shares; and (iii) junior to the Series A senior convertible preferred shares, all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company and each other class or series that is expressly made senior to the series D senior convertible preferred shares.
Dividend Rights. Holders of series D senior convertible preferred shares are entitled to dividends at a rate per annum of 10% of the stated value ($0.339 per share, subject to adjustment). Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends shall be payable only upon the liquidation of the Company or conversion (as defined in the share designation).
Liquidation Rights. Subject to the rights of creditors and the holders of any senior securities or parity securities (in each case, as defined in the share designation), upon any liquidation of the Company or its subsidiaries, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of securities that are junior to the series D senior convertible preferred shares as to the distribution of assets on any liquidation of the Company, including the common shares and allocation shares, each holder of outstanding series D senior convertible preferred shares shall be entitled to receive an amount of cash equal to 100% of the stated value plus an amount of cash equal to all accumulated accrued and unpaid dividends thereon (whether or not declared) to, but not including the date of final distribution to such holders. If, upon any liquidation, the assets, or proceeds thereof, distributable among the holders of the series D senior convertible preferred shares shall be insufficient to pay in full the preferential amount payable to the holders of the series D senior convertible preferred shares and liquidating payments on any other shares of any class or series of parity securities as to the distribution of assets on any liquidation, then such assets, or the proceeds thereof, shall be distributed among the holders of series D senior convertible preferred shares and any such other parity securities ratably in accordance with the respective amounts that would be payable on such series D senior convertible preferred shares and any such other parity securities if all amounts payable thereon were paid in full.
Voting Rights. The series D senior convertible preferred shares do not have any voting rights; provided that, so long as any series D senior convertible preferred shares are outstanding, the affirmative vote of holders of a majority of series D senior convertible preferred shares, voting as a separate class, shall be necessary for approving, effecting or validating any amendment, alteration or repeal of any of the provisions of the share designation. Conversion Rights. Each series D senior convertible preferred share, plus all accrued and unpaid dividends thereon, shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable common shares determined by dividing the stated value ($0.339 per share), plus the value of the accrued, but unpaid, dividends thereon, by the conversion price of $66.105 per share (subject to standard adjustments in the event of any share splits, share combinations, share reclassifications, dividends paid in common shares, sales of substantially all of the Company’s assets, mergers, consolidations or similar transactions); provided that in no event shall the holder of any series D senior convertible preferred shares be entitled to convert any number of series D senior convertible preferred shares that upon conversion the sum of (i) the number of common shares beneficially owned by the holder and its affiliates and (ii) the number of common shares issuable upon the conversion of the series D senior convertible preferred shares with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the then outstanding common shares. 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.
Redemption Rights. Not redeemable.
On June 28, 2024, the Company issued 1,966,570 series D senior convertible preferred shares in connection with the closing of the first tranche under the OID promissory note of $666,667. On July 3, 2024, the Company issued 1,376,599 series D senior convertible preferred shares in connection with the closing of the second tranche under the OID promissory note of $466,667. On July 16, 2024, the Company issued 688,298 series D senior convertible preferred shares in connection with the closing of the third tranche under the OID promissory note of $233,333. On August 12, 2024, the Company issued 1,376,599 series D senior convertible preferred shares in connection with the closing of the fourth tranche under the OID promissory note of $466,667. On August 22, 2024, the Company issued 884,956 series D senior convertible preferred shares in connection with the closing of the fifth tranche under the OID promissory note of $300,000. See Note 14—Notes Payable for additional information.
A total of $600,100 of the net proceeds were allocated to the series D senior preferred shares on a relative fair value basis.
During the years ended December 31, 2025 and 2024, the Company accrued series D preferred share dividends of $213,334 and $96,649, respectively.
Series F Convertible Preferred Shares
As of December 31, 2025 and 2024, the Company had 1,027 and 0 series F convertible preferred shares issued and outstanding, respectively. The following is a description of the rights of the series F convertible preferred shares.
Ranking. The series F convertible preferred shares rank, with respect to the payment of dividends and the distribution of assets upon liquidation, (i) senior to all common shares, allocation shares, series C senior convertible preferred shares, series D senior convertible preferred shares and each other class or series that is not expressly made senior to or on parity with the series F convertible preferred shares; (ii) on parity with each other class or series that is not expressly subordinated or made senior to the series F convertible preferred shares; and (iii) junior to the series A senior convertible preferred shares, all indebtedness and other liabilities with respect to assets available to satisfy claims against the Company and each other class or series that is expressly made senior to the series F convertible preferred shares.
Dividend Rights. Holders of series F convertible preferred shares are entitled to receive dividends, when, as and if declared on the common shares, pari passu with the holders of common shares, on an as-converted basis.
Liquidation Rights. Subject to the rights of creditors and the holders of any senior securities or parity securities (in each case, as defined in the share designation), upon any liquidation of the Company, before any payment or distribution of the assets of the Company (whether capital or surplus) shall be made to or set apart for the holders of junior securities (as defined in the share designation), each holder of outstanding series F convertible preferred shares shall be entitled to receive an amount of cash equal to 100% of the stated value ($1,000 per share). If, upon any liquidation, the assets, or proceeds thereof, distributable among the holders of the series F convertible preferred shares shall be insufficient to pay in full the preferential amount payable to the holders of the series F convertible preferred shares and liquidating payments on any other shares of any class or series of parity securities as to the distribution of assets on any liquidation, then such assets, or the proceeds thereof, shall be distributed among the holders of series F convertible preferred shares and any such other parity securities ratably in accordance with the respective amounts that would be payable on such series F convertible preferred shares and any such other parity securities if all amounts payable thereon were paid in full. Voting Rights. The series F convertible preferred shares do not have any voting rights; provided that, so long as any series F convertible preferred shares are outstanding, the Company shall not, and shall not permit any of its subsidiaries to, directly or indirectly, without the affirmative vote of the holders of a majority of the then outstanding series F convertible preferred shares, (a) amend the Company’s certificate of formation or its operating agreement in any manner that adversely affects any rights of the holders of the series F convertible preferred shares or alter or amend the share designation, (b) authorize or create any class of shares ranking as to dividends, redemption or distribution of assets upon a liquidation senior to, or otherwise pari passu with, the series F convertible preferred shares, or (c) enter into any agreement with respect to any of the foregoing.
Conversion Rights. Each series F convertible preferred share shall be convertible, at the option of the holder thereof, at any time and from time to time, into such number of fully paid and nonassessable common shares determined by dividing the stated value ($1,000 per share) by the conversion price of $0.1549 per share. The conversion price is subject to standard adjustments in the event of any share splits, share combinations, share reclassifications, dividends paid in common shares, sales of substantially all of the Company’s assets, mergers, consolidations or similar transactions, as well as for subsequent issuances of common shares, or securities convertible into or exercisable or exchangeable for common shares, at a price below the then conversion price; provided that a holder shall not be entitled to utilize a conversion price of less than $0.01 (subject to standard adjustments for share splits, share combinations, recapitalizations and similar transactions). Notwithstanding the foregoing, the Company shall not effect any conversion of the series F convertible preferred shares, and a holder shall not have the right to convert any portion of the series F convertible preferred shares, 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 common shares outstanding immediately after giving effect to the issuance of common shares issuable upon conversion. This limitation may be waived (up to a maximum of 9.99%) by the holder in its sole discretion upon not less than sixty-one (61) days’ prior notice to the Company.
Other Rights. Holders of series F convertible preferred shares have no redemption, preemptive or subscription rights for additional securities of the Company.
On March 25, 2025, the Company entered into cancellation and exchange agreements with the remaining holders of the series A warrants issued on October 30, 2024, pursuant to which such holders agreed to exchange such warrants for an aggregate of 1,027 series F convertible preferred shares. The series F convertible preferred shares fair value of $1,138,332 was derived using an Option Pricing Method. As a result of the exchange, the Company recognized a loss on extinguishment of series A warrants $942,232. |
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- References No definition available.
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- Definition The entire disclosure for terms, amounts, nature of changes, rights and privileges, dividends, and other matters related to preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Shareholders’ Deficit |
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| Shareholders’ Deficit [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SHAREHOLDERS’ DEFICIT | NOTE 19—SHAREHOLDERS’ DEFICIT
Allocation Shares
As of December 31, 2025 and 2024, the Company had authorized and outstanding 1,000 allocation shares. The allocation shares do not entitle the holder thereof to vote on any matter relating to the Company other than in connection with amendments to the Company’s operating agreement and in connection with certain other corporate transactions as specified in the operating agreement.
The allocation shares are held by the Manager, which is controlled by Mr. Roberts, the Company’s chief executive officer and a principal shareholder.
Common Shares
On March 11, 2025, the Second Amended and Restated Operating Agreement, as amended of the Company, was amended pursuant to Amendment No. 4 to Second Amended and Restated Operating Agreement (the “Amendment”), entered into by 1847 Partners LLC, as the Manager (as defined in the Operating Agreement). The Amendment was approved by shareholders on March 11, 2025. The Amendment increased the number of common shares that the Company is authorized to issue from 500 million shares to 2 billion shares. As of December 31, 2025 and 2024, the Company was authorized to issue 2,000,000,000 and 500,000,000 common shares, respectively, and had 61,918,659 and 25,400,386 common shares issued and outstanding, respectively.
On July 18, 2025, 15 common shares were cancelled by the holder thereof.
On August 29, 2025, the Company issued 1,420,000 common shares with a fair value of $100,394 to a consultant for services rendered.
During the year ended December 31, 2025, the Company issued an aggregate of 8,221,126 common shares upon the conversion of a convertible promissory note totaling $324,590.
During the year ended December 31, 2025, the Company issued an aggregate of 13,277,162 common shares upon the cashless exercise of pre-funded warrants and an aggregate of 13,600,000 common shares upon the cashless exercise of series A warrants issued in December 2024, resulting in extinguishment of warrant liabilities of $254,700.
On February 9, 2024, the Company entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan Capital Securities, LLC (“Spartan”), pursuant to which the Company agreed to issue and sell to such purchasers an aggregate of 9,364 common shares and pre-funded warrants for the purchase of 16,280 common shares at an offering price of $195.00 per common share and $193.05 per pre-funded warrant, pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-276670). On February 14, 2024, the closing of this offering was completed. At closing, the purchasers prepaid the exercise price of the pre-funded warrants in full. Therefore, the Company received total gross proceeds of $5 million. Pursuant to the placement agency agreement, Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other related expenses, the Company received net proceeds of approximately $4.4 million.
On October 28, 2024, the Company entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, as placement agent, relating to the Company’s public offering of units. Pursuant to the securities purchase agreement and the placement agency agreement, the Company agreed to issue and sell to the purchasers an aggregate of 587,306 units, at a purchase price of $18.90 per unit, for total gross proceeds of approximately $11.1 million, pursuant to the Company’s registration statement on Form S-1 (File No. 333-282201) under the Securities Act of 1933, as amended. The units are comprised of (i) 587,306 common shares, (ii) series A warrants to purchase 587,306 common shares at an exercise price of $28.50 per share and (iii) series B warrants to purchase 587,306 common shares at an exercise price of $37.80 per share. On October 30, 2024, the closing of the offering was completed. Pursuant to the placement agency agreement, Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other related expenses, the Company received net proceeds of approximately $9.9 million.
On December 13, 2024, the Company entered into a securities purchase agreement with certain purchasers and a placement agreement with Spartan, as placement agent, pursuant to which the Company agreed to issue and sell to the purchasers an aggregate of 42,311,118 units, at a purchase price of $0.27 per unit, for total gross proceeds of approximately $11.42 million. The units are comprised of (i) 3,437,210 common shares and pre-funded warrants for the purchase of 38,873,908 common shares, (ii) series A warrants to purchase 42,311,118 common shares at an exercise price of $0.81 per share and (iii) series B warrants to purchase 42,311,118 common shares at an exercise price of $0.54 per share. On December 16, 2024, the closing of the Offering was completed. Pursuant to the placement agency agreement, Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other related expenses, the Company received net proceeds of approximately $10.2 million. During the year ended December 31, 2024, the Company issued an aggregate of 4,712,822 common shares with a fair value of $4,141,427 upon conversions of convertible promissory notes and accrued interest totaling $2,638,870 and extinguishment of derivative liabilities of $855,520.
During the year ended December 31, 2024, the Company issued an aggregate of 11,401 common shares with a fair value of $538,720 upon partial extinguishment of notes payable. As a result, the Company recognized a loss on extinguishment of debt of $317,145.
During the year ended December 31, 2024, the Company issued an aggregate of 676 common shares to the holders of the series A and B senior convertible preferred shares in settlement of $144,267 of accrued dividends. Pursuant to the series A and B senior convertible preferred shares designations, dividends payable in common shares shall be calculated based on a price equal to eighty percent (80%) of the volume weighted-average price for the common shares on the Company’s principal trading market during the five (5) trading days immediately prior to the applicable dividend payment date.
During the year ended December 31, 2024, the Company issued an aggregate of 2,437 common shares upon the conversion of an aggregate of 181,212 series A senior convertible preferred shares.
During the year ended December 31, 2024, the Company issued an aggregate of 1,523 common shares upon the conversion of an aggregate of 91,567 series B senior convertible preferred shares.
During the year ended December 31, 2024, the Company issued an aggregate of 16,495,374 common shares upon the cashless exercise of other warrants, resulting in extinguishment of warrant liabilities of $16,526,400.
Warrants
Warrants Issued in Public Equity Offering – February 2024
On February 14, 2024, the Company closed a public equity offering pursuant to a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company issued pre-funded warrants to purchase of 16,280 common shares at an exercise price of $1.95 per share.
The Company evaluated the pre-funded warrants for classification as equity or liability instruments in accordance with ASC 480 and ASC 815-40. The Company determined the pre-funded warrants failed the indexation guidance under ASC 815-40 because the warrants provide for a Black-Scholes value calculation upon certain fundamental transactions that include a volatility floor of 100% or greater. This provision introduces leverage to the holders that could result in a settlement value exceeding that of a fixed-for-fixed option on the Company’s own equity, and therefore the pre-funded warrants do not qualify for equity classification. Accordingly, the pre-funded warrants were recorded at fair value upon issuance as a liability and remeasured at each reporting period with changes in fair value recognized in the consolidated statements of operations (see Note 13—Fair Value Measurements).
The initial fair value of the warrant liability was determined using the Black-Scholes option pricing model with the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 149.05%; (iii) risk-free interest rate of 4.86%; (iv) expected life of one year; (v) estimated fair value of the common shares of $380.25 per share; and (vi) exercise price of $1.95 per share.
Warrants Issued in Private Placement with 20% OID Promissory Note
On May 8, 2024, the Company issued five-year warrants to purchase 477 common shares at an adjusted exercise price of $524.55 per share (subject to standard adjustments as defined in the warrant agreement). Additionally, the Company issued a five-year warrant to the placement agent, Spartan, to purchase 39 common shares at an adjusted exercise price of $577.05 per share (subject to standard adjustments as defined in the warrant agreement). The warrants are exercisable beginning six months after the date of issuance. The Company evaluated the warrants for classification as equity or liability instruments in accordance with ASC 480 and ASC 815-40. The Company determined that the warrants failed the indexation guidance under ASC 815-40 because the warrants provide for a Black-Scholes value calculation upon certain fundamental transactions that include a volatility floor of 100% or greater. This provision introduces leverage to the holders that could result in a settlement value exceeding that of a fixed-for-fixed option on the Company’s own equity, and therefore the warrants do not qualify for equity classification. Accordingly, the warrants were recorded at fair value upon issuance as a liability and remeasured at each reporting period with changes in fair value recognized in the consolidated statements of operations (see Note 13—Fair Value Measurements). The warrants issued to the placement agent were classified as equity.
The initial fair value of the warrant liability was determined using the Black-Scholes option pricing model with the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 160.8%; (iii) risk-free interest rate of 4.50%; (iv) expected life of 5.5 years; (v) estimated fair value of the common shares of $468 per share; and (vi) exercise price of $524.55 per share.
The remaining proceeds were allocated to the placement agent warrants and promissory note based on their relative fair values. The fair value of the placement agent warrants was determined using the Black-Scholes option pricing model with the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 160.8%; (iii) risk-free interest rate of 4.50%; (iv) expected life of 5.5 years; (v) estimated fair value of the common shares of $468 per share; and (vi) exercise price of $577.05 per share. The fair value of the placement agent warrants was $16,800, of which $7,573 was allocated based on relative fair value and recorded as additional paid-in capital.
Series A and Series B Warrants Issued in Public Equity Offering – October 2024
On October 30, 2024, the Company closed a public equity offering pursuant to a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company issued series A warrants to purchase 587,306 common shares and series B warrants to purchase 587,306 common shares.
The series A warrants are exercisable at any time at an exercise price of $28.50 per share and expire five years from the date of issuance. The series B warrants are exercisable at any time at an exercise price of $37.80 per share and expire five years from the date of issuance. The series A warrants include an alternate cashless exercise option pursuant to which holders may receive a number of common shares equal to the product of (i) the aggregate number of common shares that would be issuable upon a cash exercise of the series A warrants and (ii) 2.0. In addition, the series A and B warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) lowest volume weighted-average price for the five trading days immediately preceding and immediately following the date the Company effects a reverse share split in the future with a proportionate adjustment to the number of shares underlying the series A warrants and the series B warrants, subject to a floor price of $1.50. In addition, the series B warrants contain a down round feature providing for an adjustment to the exercise price and number of underlying shares upon the Company’s issuance of common shares or common share equivalents at a price below the then-current exercise price, subject to a floor price of $1.50.
The Company evaluated the warrants for classification as equity or liability instruments in accordance with ASC 480 and ASC 815-40. The Company determined that the warrants failed the indexation guidance under ASC 815-40 due to (i) the alternate cashless exercise option in the series A warrants and (ii) the reset provision following a reverse share split applicable to both the series A and series B warrants, subject to a floor price of $1.50. These provisions introduce leverage to the holders that could result in a settlement value exceeding that of a fixed-for-fixed option on the Company’s own equity, and therefore the warrants do not qualify for equity classification. Accordingly, the warrants were recorded at fair value upon issuance as a liability and remeasured at each reporting period with changes in fair value recognized in the consolidated statements of operations (see Note 13—Fair Value Measurements). The initial fair value of the warrant liabilities was determined using a Geometric Brownian Motion Stock Monte Carlo Simulation model with the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 201.96%; (iii) risk-free interest rate of 4.05%; (iv) maximum term of five years; (v) estimated fair value of the series A warrants of $83.73 per share and an estimated fair value of the series B warrants of $29.75 per share; and (vi) various probability assumptions.
On March 11, 2025, the exercise price of the series A warrants was reduced to $0.81 per share with a proportionate increase in the number of series A warrants outstanding to 632,990, each exercisable for two common shares, representing an aggregate of 1,265,980 common shares. On March 25, 2025, the Company entered into cancellation and exchange agreements with the remaining holders of the series A warrants issued on October 30, 2024, pursuant to which such holders agreed to exchange such warrants for an aggregate of 1,027 series F convertible preferred shares. See Note 18—Convertible Preferred Shares for additional information.
On March 11, 2025, the exercise price of the series B warrants was adjusted to $0.54 per share and the number of series B warrants was proportionally increased to 41,111,053.
Series A and Series B Warrants Issued in Private Equity Offering – December 2024
On December 16, 2024, the Company closed a private equity offering pursuant to a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company issued (i) pre-funded warrants to purchase 38,873,908 common shares, (ii) series A warrants to purchase 42,311,118 common shares, and (iii) series B warrants to purchase 42,311,118 common shares.
The pre-funded warrants are exercisable at any time following shareholder approval until exercised in full at an exercise price of $0.01 per share, which has been pre-paid in full by the purchasers. The exercise price and number of shares issuable upon exercise are subject to adjustment for share dividends, share splits, share combinations, reclassifications, and similar events. The pre-funded warrants issued to the placement agent were classified as equity.
The series A warrants are exercisable at an exercise price of $0.81 per share and the series B warrants are exercisable at an exercise price of $0.54 per share, in each case subject to adjustment and following shareholder approval. The series A and series B warrants expire five years from the later of (i) the date shareholder approval is obtained and (ii) the earlier of the date the initial registration statement registering the underlying shares for resale is declared effective or the date such shares may be sold without restriction pursuant to Rule 144. The series A and series B warrants may be exercised on a cashless basis if no effective registration statement is available with respect to the underlying shares.
The series A warrants include an alternate cashless exercise option pursuant to which holders may receive a number of common shares equal to the product of (i) the number of shares issuable upon a cash exercise of the series A warrants and (ii) 1.25. The series A and series B warrants are also subject to the following exercise price reset provisions:
In no event will the exercise prices of the series A and series B warrants be reduced below the floor price of $0.054 (subject to shareholder approval). Upon each share combination event the floor price will be reduced by 50% and will continue to be so adjusted for each subsequent share combination event.
The Company evaluated the series A and series B warrants for classification as equity or liability instruments in accordance with ASC 480 and ASC 815-40. The Company determined that the warrants failed the indexation guidance under ASC 815-40 due to (i) the alternate cashless exercise option in the series A warrants, (ii) the share combination reset provision applicable to both the series A and series B warrants, subject to a floor price that resets after each share combination event, and (iii) the registration reset provision applicable to both the Series A and Series B warrants, subject to a floor price of $0.054. These provisions introduce leverage to the holders that could result in a settlement value exceeding that of a fixed-for-fixed option on the Company’s own equity, and therefore the warrants do not qualify for equity classification. Accordingly, the warrants were recorded at fair value upon issuance as a liability and remeasured at each reporting period with changes in fair value recognized in the consolidated statements of operations (see Note 13—Fair Value Measurements).
The initial fair value of the warrant liabilities was determined using a Geometric Brownian Motion Stock Monte Carlo Simulation model with the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 196.59%; (iii) risk-free interest rate of 4.16%; (iv) maximum term of five years; (v) estimated fair value of the series A warrants of $1.22 per share and an estimated fair value of the series B warrants of $0.65 per share; and (vi) various probability assumptions.
On October 15, 2025, the exercise prices of the series A and series B warrants were adjusted to $0.054 per share and the number of series A warrants and series B warrants was proportionally increased to 634,666,770 and 423,111,180, respectively. Exercise Price Adjustments
In addition to the adjustments described above, the following warrant exercise price adjustments occurred during the years ended December 31, 2025 and 2024.
On February 14, 2024, as a result of the public equity offering, the exercise price of certain outstanding warrants was adjusted to $1.95 pursuant to antidilution provisions contained in such warrants. The Company recognized a deemed dividend of $1,000 in connection with this adjustment, calculated using a Black-Scholes option pricing model.
On November 11, 2024, as a result of the 1-for-15 reverse share split, the exercise price of the series A and series B warrants issued in the October 2024 offering was adjusted to $1.50 and the number of underlying shares was increased by 22,184,090 pursuant to antidilution provisions contained in such warrants.
On December 16, 2024, as a result of the private equity offering, the exercise price of certain outstanding warrants was adjusted to $0.27 pursuant to antidilution provisions contained in such warrants.
On March 11, 2025, as a result of shareholder approval, the exercise price of the series B warrants was adjusted to $0.54 per share and the number of series B warrants was proportionally increased to 41,111,053.
On October 15, 2025, as a result of the registration reset, the exercise prices of the series A and series B warrants were adjusted to $0.054 per share and the number of series A warrants and series B warrants was proportionally increased to 634,666,770 and 423,111,180, respectively.
The following table summarizes the changes in warrants outstanding during the years ended December 31, 2025 and 2024:
As of December 31, 2025, the outstanding warrants have a weighted average remaining contractual life of 4.65 years and a total intrinsic value of $19,036,919. |
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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Income Taxes |
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| Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | NOTE 20—INCOME TAXES
As of December 31, 2025, the Company has net operating loss carryforwards of approximately $5.0 million available to reduce future taxable income indefinitely. The related deferred tax assets have not been recognized in these consolidated financial statements as their realization is not considered probable. Accordingly, the Company has recorded a full valuation allowance against the deferred tax assets relating to these net operating loss carryforwards.
For the year ended December 31, 2025, the Company’s net deferred tax liability includes a naked credit attributable to a temporary difference arising from an indefinite-lived intangible asset. This naked credit represents a deferred tax liability related to an indefinite-lived asset that cannot be offset by deferred tax assets related to definite-lived assets. Pursuant to the Tax Cuts and Jobs Act of 2017, up to 80% of net operating loss carryforwards generated after December 31, 2017 may be used to offset this liability. The remaining portion of the deferred tax liability cannot be offset by definite-lived deferred tax assets.
Deferred income taxes reflect the net tax effects of temporary differences between the amounts recorded for financial reporting purposes and the amounts used for tax purposes.
The components of the provision for income taxes for the years ended December 31, 2025 and 2024 consist of the following:
A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2025 and 2024 is as follows:
The significant components of deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows:
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- Definition The entire disclosure for income tax. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Earnings (Loss) Per Share |
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| Earnings (Loss) Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EARNINGS (LOSS) PER SHARE | NOTE 21—EARNINGS (LOSS) PER SHARE
The following table presents the reconciliation of net income (loss) attributable to common shareholders in computing basic net income (loss) per share of common share:
The following table presents the reconciliation of net income (loss) attributable to common shareholders to net income used in computing dilutive net income (loss) per share of common share:
For the years ended December 31, 2025 and 2024, there were 636,783,430 and 230,277,102, respectively, potential common share equivalents from warrants, convertible preferred shares, and convertible notes excluded from the diluted earnings per share calculations as their effect is anti-dilutive. |
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- Definition The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Subsequent Events |
12 Months Ended |
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Dec. 31, 2025 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 22—SUBSEQUENT EVENTS
Subsequent to December 31, 2025, holders exercised 2,700,000 series A warrants (See Note 19) for 3,375,000 common shares. |
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- References No definition available.
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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Pay vs Performance Disclosure - USD ($) |
12 Months Ended | |
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Dec. 31, 2025 |
Dec. 31, 2024 |
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| Pay vs Performance Disclosure | ||
| Net Income (Loss) | $ 65,795,303 | $ (99,998,166) |
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- Definition The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Insider Trading Arrangements |
3 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Trading Arrangements, by Individual | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
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Insider Trading Policies and Procedures |
12 Months Ended |
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Dec. 31, 2025 | |
| Insider Trading Policies and Procedures [Line Items] | |
| Insider Trading Policies and Procedures Adopted | true |
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Cybersecurity Risk Management and Strategy Disclosure |
12 Months Ended |
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Dec. 31, 2025 | |
| Cybersecurity Risk Management, Strategy, and Governance [Line Items] | |
| Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block] | Risk Management and Strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We have developed the following processes as part of our strategy for assessing, identifying, and managing material risks from cybersecurity threats. Managing Material Risks & Integrated Overall Risk Management We have integrated cybersecurity risk management into our risk management processes. This integration is intended to ensure that cybersecurity considerations are part of our decision-making processes. We continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. Engaging Third-parties on Risk Management Recognizing the complexity and evolving nature of cybersecurity threats, we plan to engage external experts, including consultants and auditors, in evaluating and testing our risk management systems. These services will enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third-parties is expected to include annual audits, ongoing threat assessments, and regular consultations on security enhancements. Overseeing Third-Party Risk Because we are aware of the risks associated with third-party service providers, we implement processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. |
| Cybersecurity Risk Management Processes Integrated [Text Block] | We have integrated cybersecurity risk management into our risk management processes. This integration is intended to ensure that cybersecurity considerations are part of our decision-making processes. We continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. |
| Cybersecurity Risk Management Processes Integrated [Flag] | true |
| Cybersecurity Risk Management Third Party Engaged [Flag] | true |
| Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] | true |
| Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] | false |
| Cybersecurity Risk Board of Directors Oversight [Text Block] | Governance Board of Directors Oversight Our board of directors oversees the management of risks associated with cybersecurity threats. Management’s Role Managing Risk Management is primarily responsible for assessing, monitoring and managing our cybersecurity risks. Management must ensure that all industry standard cybersecurity measures are functioning as required to prevent or detect cybersecurity threats and related risks. Management oversees and tests our compliance with standards, remediates known risks, and leads our employee training program. Monitoring Cybersecurity Incidents Management is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. Management implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of industry-standard security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, management will implement an incident response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents. Reporting to Board of Directors Significant cybersecurity matters, and strategic risk management decisions, will be escalated to the board of directors. |
| Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] | Our board of directors oversees the management of risks associated with cybersecurity threats. |
| Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] | Management is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. Management implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of industry-standard security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, management will implement an incident response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents. |
| Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] | true |
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Accounting Policies, by Policy (Policies) |
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| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||
| Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company are prepared in accordance with GAAP as codified in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accompanying consolidated financial statements include the results of operations of CMD subsequent to the acquisition date of December 16, 2024. See Note 5—Business Combinations for additional information. |
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| Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Noncontrolling interests represent the portion of equity in consolidated subsidiaries not attributable to, or controllable by, the Company and are presented as a separate component of shareholders’ deficit in the consolidated balance sheets. Net income or loss attributable to noncontrolling interests is presented separately in the consolidated statements of operations. |
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| Reverse Share Splits | Reverse Share Splits On July 8, 2024, the Company effected a 1-for-13 reverse split of its outstanding common shares. On November 11, 2024, the Company effected a 1-for-15 reverse split of its outstanding common shares. All outstanding common shares and warrants were adjusted to reflect both the 1-for-13 and 1-for-15 reverse splits, with the respective exercise prices of the warrants proportionately increased. The outstanding convertible notes and preferred shares conversion prices were adjusted to reflect a proportional decrease in the number of common shares to be issued upon conversion. All share and per share data throughout these consolidated financial statements have been retroactively adjusted to reflect the reverse share splits. As a result of the reverse common share splits, an amount equal to the decreased par value of common shares was reclassified from common shares to additional paid-in capital. The total number of authorized common shares did not change as a result of either reverse split. |
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| Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, revenue recognition, allowance for estimated credit losses, reserves for excess and obsolete inventory, impairment evaluations of long-lived assets and goodwill, fair value measurements of warrant liabilities, fair value of assets acquired and liabilities assumed in business combinations, and assessments of contingent liabilities. |
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| Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses on deposits in excess of FDIC limits. As of December 31, 2025 and 2024, the Company had $1,473,110 and $1,474,367, respectively, in excess of FDIC limits. |
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| Segment Reporting | Segment Reporting The Company reports segment information in accordance with ASC 280, “Segment Reporting.” Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is its Chief Executive Officer (“CEO”). The Company’s operating segments are its individual operating subsidiaries, which reflects the manner in which the CODM evaluates financial performance, allocates resources, and makes operating decisions. Given the Company’s business model of acquiring, managing, and monetizing a portfolio of small and middle-market operating businesses, the CODM reviews the financial results of each subsidiary independently. The Company’s reportable segments are Kyle’s, Wolo, ICD and CMD. Corporate services represent holding company activities, including corporate overhead, intercompany eliminations, and other activities not allocated to the reportable segments. |
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| Revenue Recognition and Cost of Revenues | Revenue Recognition and Cost of Revenues The Company records revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” Revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five-step approach: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as a performance obligation is satisfied. Construction — Kyle’s, ICD, and CMD Revenue in the construction operations of Kyle’s, ICD, and CMD is derived primarily from contracts with customers for finish carpentry and related services, including doors, frames, trim, hardware, millwork, cabinetry, and specialty construction accessories. The Company accounts for a contract when it has approval and commitment from both parties, the rights and payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. The transaction price is allocated to each distinct performance obligation within a contract and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts consist of a single performance obligation, as the promised goods and services are highly interdependent and not separately identifiable from other promises within the contract and, therefore, are not distinct. Revenue for each contract is generally recognized over time due to the continuous transfer of control to the customer as work is performed at the customer’s site and, therefore, the customer controls the asset as it is being installed. The Company generally measures progress toward completion using the cost-to-cost input method, as it best depicts the transfer of control of goods and services to the customer. Under this method, progress is measured based on the ratio of costs incurred to date to the total estimated costs at completion, with revenue recognized proportionally as costs are incurred. Incurred costs include all direct materials, labor, subcontractor expenses, and other indirect costs related to contract performance. Estimating the total expected cost at completion requires significant judgment. The Company regularly reviews and updates cost estimates quarterly or more frequently if circumstances change. External factors such as weather conditions, supply chain disruptions, and customer delays may impact contract progress, potentially affecting the timing and amount of revenue recognition, cash flow, and overall contract profitability. For certain customers, the Company applies the right-to-invoice practical expedient and recognizes revenue in the amount it is entitled to invoice when that amount corresponds directly with the value of the performance to date. An immaterial portion of sales, primarily retail sales, is accounted for on a point-in-time basis when the sale occurs. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. Contracts can be subject to modification to account for changes in contract specifications and requirements. A contract modification exists when a change in scope or price creates new, or modifies existing, enforceable rights and obligations. Contract modifications relate to goods or services that are not distinct from the existing contract due to the significant integration of services provided, and are therefore accounted for as part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue on a cumulative catch-up basis. The Company provides assurance-type warranties on certain installed products and services, which do not represent a separate performance obligation. Due to the nature of the Company’s projects, including contract owner inspections during construction and prior to acceptance, warranty-related costs have historically been immaterial. Cost of revenues for the construction operations consists of direct materials, labor, subcontractor costs, and other costs directly attributable to contract performance. Automotive Supplies Revenue in the automotive supplies operations of Wolo is derived primarily from the sale of horn and safety warning lights for cars, trucks, industrial equipment, and emergency vehicles. The Company sells its automotive and supplies products to big-box national retail chains, through specialty and industrial distributors, as well as online and mail order retailers and original equipment manufacturers. Revenue from the sale of automotive and supplies products is recognized at a point in time when control of the promised goods or services is transferred to the customer, generally at the time of shipment or delivery, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The consideration promised includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable consideration, including cash discounts, rebates, warranties, and estimated returns are deducted from gross sales in determining net sales at the time revenues are recorded. The Company includes in the transaction price an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Any sales taxes collected from customers are remitted to governmental authorities and excluded from revenues. The Company collects payments for internet and phone orders from the customer at the time the order is shipped. Customers placing orders with a purchase order through the EDI (Electronic Data Interchange) are allowed to purchase on credit and make payment after receipt of product on the agreed-upon terms. Cost of revenues for the automotive supplies operations consists of product costs, inbound freight and import duties, inventory write-downs, and other costs incurred in bringing products to their saleable condition. |
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| Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets represent revenue recognized in excess of amounts billed to customers in the construction operations, and include retainage receivables and job-specific material purchases procured exclusively to fulfill specific customer contracts. Retainage consists of amounts withheld by the customer that are not invoiced until specific contractual milestones are met, typically upon contract completion. Job-specific materials, such as cabinetry, doors, and trim, are custom-selected for individual contracts, are not available for resale to other customers, and are installed or delivered as part of satisfying the underlying performance obligation. These costs are capitalized as contract fulfillment costs in accordance with ASC 340-40 “Other Assets and Deferred Costs—Contracts with Customers,” rather than classified as inventory, as they do not represent assets held for sale in the ordinary course of business. Contract liabilities represent either advance payments received from customers prior to the satisfaction of performance obligations or amounts billed to customers in excess of revenue recognized. |
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| Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable consist of trade receivables arising from credit sales to customers in the normal course of business, including retainage receivables in the construction operations. Retainage receivables represent amounts withheld by customers pending satisfactory completion of each installation project. Accounts receivable are recorded at the invoiced amount, net of an allowance for current expected credit losses. In accordance with ASC 326, “Financial Instruments—Credit Losses,” the Company estimates expected credit losses on accounts receivable using the aging schedule method, incorporating historical loss experience, the creditworthiness of customers, prevailing economic conditions, and reasonable and supportable forward-looking information. Accounts receivable balances are written off when they are determined to be uncollectible. As of December 31, 2025 and 2024, the allowance for current expected credit losses for accounts receivable amounted to $109,600 and $111,027, respectively. |
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| Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains its cash balances at financial institutions which, at times, may exceed FDIC limits. The Company has not experienced any significant losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents. Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company performs ongoing credit evaluations of its customers and does not require collateral. As of December 31, 2025, CMD accounted for approximately 91.4% and 83.8% of consolidated accounts receivable and revenues, respectively. The concentration of CMD’s customer base within a single geographic market and industry exposes the Company to risk if economic conditions in that market deteriorate. For the year ended December 31, 2025, one customer accounted for approximately 17.8% of consolidated revenues. As of December 31, 2025, two customers accounted for approximately 20.1% and 14.4% of consolidated accounts receivable, respectively. |
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| Inventories | Inventories Inventories consist of finished goods, raw materials, and inventory in transit, and are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average cost method and includes freight, non-refundable taxes, duty, and other handling costs incurred in bringing inventories to their present location and condition. Work in process inventories are immaterial to the consolidated financial statements. The Company periodically reviews its inventories and records a provision for estimated losses related to excess, damaged, slow-moving, or obsolete inventories. The provision is measured as the difference between the carrying cost of the inventories and their net realizable value based upon assumptions about product quality, future demand, selling prices, and market conditions. As of December 31, 2025 and 2024, the reserve for obsolescence amounted to $279,200 and $492,574, respectively. |
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| Property and Equipment | Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives as follows:
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| Leases | Leases The Company evaluates all contracts at inception or upon modification to determine whether the contract contains a lease in accordance with ASC 842, “Leases.” A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset exists when the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct its use. Contracts containing a lease are further evaluated for classification as operating or finance leases. Operating Leases At lease commencement, the Company recognizes right-of-use (“ROU”) assets and related lease liabilities on the consolidated balance sheets for leases with a term greater than twelve months. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the commencement date. If a lease contains renewal or termination options, those options are included in the lease term when the Company is reasonably certain they will be exercised. Because the Company’s leases generally do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on information available at the lease commencement date to determine the present value of lease payments. The IBR represents the rate the Company would incur to borrow on a collateralized basis over a similar term in an amount equal to the lease payments. When calculating the present value of lease payments, the Company accounts for lease and non-lease components as a single lease component. Variable lease payments are expensed as incurred. The Company does not recognize ROU assets and lease liabilities for short-term leases with an initial lease term of 12 months or less. Finance Leases Leases that transfer substantially all of the risks and rewards of ownership of the underlying asset to the Company are accounted for as finance leases. At lease commencement, the Company recognizes a ROU asset and a corresponding lease liability measured at the present value of the unpaid lease payments. Lease cost for finance leases consists of amortization of the ROU asset and interest expense on the lease liability. The ROU asset is amortized on a straight-line basis and recognized within depreciation and amortization expense, while interest on the lease liability is recognized using the effective interest method and recorded as interest expense in the consolidated statements of operations. Finance lease ROU assets are amortized over the shorter of the lease term or the estimated useful life of the underlying asset, unless the Company is reasonably certain to exercise a purchase option, in which case the ROU asset is amortized over the estimated useful life of the underlying asset. |
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| Discontinued Operations | Discontinued Operations The Company evaluates all disposal transactions to determine whether they qualify for reporting as discontinued operations in accordance with ASC 205-20, “Discontinued Operations.” A disposal is reported in discontinued operations if it represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results, and meets the criteria for classification as held for sale, disposal by sale, or disposal other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). The results of operations of the discontinued components, including any gain or loss on disposal, are presented net of applicable income taxes as a separate component in the consolidated statements of operations for all prior periods presented. Assets and liabilities associated with discontinued operations are presented as separate line items on the consolidated balance sheets for prior periods. |
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| Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations.” Under the acquisition method, the purchase price is allocated to the tangible and intangible assets acquired, liabilities assumed, and any noncontrolling interest based on their estimated fair values at the acquisition date. The excess of the purchase price over the net fair values of assets acquired and liabilities assumed is recognized as goodwill. Fair values are determined using recognized valuation methodologies including the income, cost, and market approaches in accordance with ASC 820, “Fair Value Measurement,” and incorporate assumptions such as discount rates, royalty rates, and the amount and timing of future cash flows. Purchase price allocations are initially based on preliminary estimates and may be revised as additional information becomes available, up to one year from the acquisition date. Acquisition-related costs are expensed as incurred. |
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| Intangible Assets | Intangible Assets Acquired identifiable intangible assets are amortized over their estimated useful lives on a straight-line basis. Estimated useful lives are determined based on the period which the intangible assets are expected to contribute to future cash flows. The Company has no indefinite-lived intangible assets. Amortization is calculated using the straight-line method over the estimated useful lives as follows:
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| Long-Lived Assets | Long-Lived Assets The Company reviews the carrying value of long-lived assets, including property and equipment, ROU assets, and definite-lived intangible assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of operating losses or negative cash flows, significant disposal activity, or a significant decline in revenue or adverse changes in the economic environment. If such facts indicate a potential impairment, the Company assesses recoverability by comparing the carrying value of the asset group to the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the carrying value exceeds the undiscounted cash flows, the Company measures the impairment loss as the difference between the carrying amount and the estimated fair value of the asset group, determined using appropriate valuation methodologies, which would typically include discounted cash flows. During the years ended December 31, 2025 and 2024, the Company recorded no impairment charges related to long-lived assets. |
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| Goodwill | Goodwill In accordance with ASC 350, “Intangibles—Goodwill and Other,” the Company tests goodwill for impairment annually on October 1, or more frequently when events or circumstances indicate an impairment may have occurred. When assessing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative assessment considers factors including the current operating environment, industry and market conditions, and overall financial performance. If the Company bypasses the qualitative assessment, or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company performs a quantitative assessment by comparing the estimated fair value of the reporting unit to its carrying amount. The Company estimates the fair value of its reporting units using the present value of estimated future cash flows, which requires considerable management judgment regarding the impact of operating and macroeconomic changes. Significant assumptions include past performance, current and anticipated market conditions, forecasted growth rates, and estimated discount rates. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the difference. During the years ended December 31, 2025 and 2024, the Company recorded goodwill impairment charges of $0 and $679,175, respectively. |
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| Embedded Derivative Liabilities | Embedded Derivative Liabilities The Company evaluates the embedded features of its financial instruments, including convertible notes payable, preferred shares, and warrants, in accordance with ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815 “Derivatives and Hedging.” Certain conversion options and redemption features are required to be bifurcated from their host instrument and accounted for as freestanding derivative financial instruments when certain criteria are met. The Company applies significant judgment to identify and evaluate complex terms and conditions for its financial instruments to determine whether such instruments are derivatives or contain features that qualify as embedded derivatives. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the consolidated statements of operations each period. The Company maintains a sequencing policy whereby, in the event that reclassification of contracts from equity to liabilities is necessary under ASC 815 due to the Company’s inability to demonstrate sufficient authorized shares, shares are allocated on the basis of the earliest maturity date of potentially dilutive instruments, with the earliest maturity date receiving the first allocation. Issuances of securities to employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. |
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| Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants in accordance with ASC 480 and ASC 815-40, “Contracts in Entity’s Own Equity.” The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability, and whether they meet all of the requirements for equity classification, including whether the warrants are indexed to the Company’s own common shares and whether the warrant holders could potentially require net cash settlement in a circumstance outside of the Company’s control. Warrants that meet all the criteria for equity classification are recorded as a component of additional paid-in capital at the time of issuance. Warrants that do not meet all the criteria for equity classification are recorded at fair value on the date of issuance, with changes in fair value recognized in the consolidated statements of operations each period. |
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| Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the price the Company would receive to sell an asset or pay to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. In the absence of observable market data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. In accordance with ASC 820, the Company classifies fair value measurements within the following three-level hierarchy based on the observability of inputs used: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data and reflect the Company’s own assumptions about the inputs market participants would use. The Company holds certain assets and liabilities measured at fair value on a recurring and nonrecurring basis. See Note 13—Fair Value Measurements for additional information. |
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| Commitments and Contingencies | Commitments and Contingencies The Company accounts for commitments and contingencies in accordance with ASC 450, “Contingencies.” Liabilities for loss contingencies are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If a range of loss is determined to be probable and no amount within the range is a better estimate than another, the minimum amount of the range is recorded. If a loss is reasonably possible but not probable, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss if such estimate can be made. Contingencies include, but are not limited to, litigation, regulatory matters, contractual obligations, and other claims arising in the normal course of business. |
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| Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based awards granted to employees, nonemployee directors, and consultants at fair value and recognizes stock-based compensation expense in accordance with ASC 718, “Compensation—Stock Compensation.” For service-based awards, compensation expense is recognized on a straight-line basis over the requisite service period, which is generally the vesting period. The fair value of stock options is estimated using a Black-Scholes option pricing model. Restricted stock awards are valued at the closing price of the Company’s common shares on the date of grant. The Company recognizes forfeitures as they occur. |
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| Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period that includes the enactment date. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and establishes a valuation allowance if, based on the weight of available evidence, it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by the taxing authority, including resolution of any related appeals or litigation. The tax benefit recognized is measured as the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. |
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| Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is calculated by adjusting the weighted-average number of common shares outstanding for the dilutive effect, if any, of common share equivalents. Common share equivalents whose effect would be antidilutive are excluded from the calculation of diluted earnings (loss) per share. For liability-classified instruments such as warrant liabilities, the two-class method is applied whereby the numerator is adjusted to remove the effect of fair value changes on such instruments when the related shares are included in the diluted share count. See Note 21—Earnings (Loss) Per Share for additional information. |
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| Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, “Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” which requires a newly-formed joint venture to apply a new basis of accounting to its contributed net assets, resulting in the joint venture initially measuring its contributed net assets at fair value on the formation date. ASU 2023-05 is effective for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted for joint ventures formed before the effective date. The adoption of ASU 2023-05 did not have a material impact on the Company’s consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements. |
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| Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption presented on the statement of operations. The standard also requires a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, as well as the total amount of selling expenses and an entity’s definition of selling expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. The amendment is effective for interim and annual periods beginning after December 15, 2025, with early adoption permitted. This amendment is to be applied on a prospective basis. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This guidance removes references to project stages throughout ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. Under the new standard, cost capitalization should only commence when an entity has committed to funding a software project and it is probable the project will be completed and the software will be used for its intended purpose. The amendments are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Entities may apply the guidance using a prospective, retrospective or modified transition approach. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its consolidated financial statements. |
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- Definition Disclosure of accounting policy recently Issued accounting pronouncements. No definition available.
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- Definition Disclosure of accounting policy for reverse share split. No definition available.
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- Definition Disclosure of accounting policy for warrant liabilities. No definition available.
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- References No definition available.
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| X | ||||||||||
- Definition Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for business combination. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for credit risk. Includes, but is not limited to, policy for entering into master netting arrangement or similar agreement to mitigate credit risk of financial instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for its derivative instruments and hedging activities. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for discontinued operations. Includes, but is not limited to, method of interest allocation to a discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for fair value measurements of financial and non-financial assets, liabilities and instruments classified in shareholders' equity. Disclosures include, but are not limited to, how an entity that manages a group of financial assets and liabilities on the basis of its net exposure measures the fair value of those assets and liabilities. No definition available.
|
| X | ||||||||||
- Definition Disclosure of accounting policy for goodwill. This accounting policy also may address how an entity assesses and measures impairment of goodwill, how reporting units are determined, how goodwill is allocated to such units, and how the fair values of the reporting units are determined. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of inventory accounting policy for inventory classes, including, but not limited to, basis for determining inventory amounts, methods by which amounts are added and removed from inventory classes, loss recognition on impairment of inventories, and situations in which inventories are stated above cost. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for leasing arrangement entered into by lessee. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
|
| X | ||||||||||
- Definition Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for revenue from contract with customer. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for segment reporting. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Disclosure of accounting policy for accounts receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Summary of Significant Accounting Policies (Tables) |
12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | ||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||
| Schedule of Depreciation Estimated Useful Lives | Depreciation
is calculated using the straight-line method over the estimated useful lives as follows:
|
|||||||||||||||
| Schedule of Amortization Estimated Useful Lives | Amortization is calculated using the straight-line method over the estimated useful lives as follows:
|
| X | ||||||||||
- Definition The tabular disclosure of estimated useful life. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Discontinued Operations (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Consolidated Statements of Operations | The following table presents the major classes of line items constituting the results of discontinued operations of Asien’s in the consolidated statements of operations for the year ended December 31, 2024:
The following table presents the major classes of line items constituting the results of discontinued operations of ICU Eyewear in the consolidated statements of operations for the year ended December 31, 2024:
The following table presents the major classes of line items constituting the results of discontinued operations of High Mountain in the consolidated statements of operations for the year ended December 31, 2024:
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Cash Flow Information | The following table presents the major classes of cash flow activities from discontinued operations of Asien’s in the consolidated statements of cash flows for the year ended December 31, 2024:
The following table presents the major classes of cash flow activities from discontinued operations of ICU Eyewear in the consolidated statements of cash flows for the year ended December 31, 2024:
The following table presents the major classes of cash flow activities from discontinued operations High Mountain in the consolidated statements of cash flows for the year ended December 31, 2024:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
- Definition Tabular disclosure of condensed cash flow statement, including, but not limited to, cash flow statements of consolidated entities and consolidation eliminations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Business Combinations (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Purchase Price | The following table summarizes the allocation of the purchase price:
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| Schedule of Pro Forma Results Effects of ICU Eyewear Acquisition | The following unaudited pro forma financial information presents the combined results of the Company and CMD as if the acquisition had been completed on January 1, 2024, with adjustments to give effect to pro forma events directly attributable to the acquisition:
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| X | ||||||||||
- Definition The entire disclosure of pro forma results effects of icu eyewear acquisition. No definition available.
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of asset acquired and liability assumed in business combination and recognized at acquisition date. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Disaggregation of Revenues and Segment Reporting (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Disaggregation of Revenues and Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Revenues | The Company’s revenues for the years ended December 31, 2025 and 2024 are disaggregated as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Segment Information | Segment information for the years ended December 31, 2025 and 2024 is as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Total Assets by Operating Segment | The following table presents total assets by reportable segments as of December 31, 2025 and 2024:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Inventories (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Inventories [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Inventories | Inventories as of December 31, 2025 and 2024 consist of the following:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Prepaid Expenses and Other Current Assets (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Prepaid Expenses and Other Current Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of December 31, 2025 and 2024 consist of the following:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the carrying amounts of other current assets. No definition available.
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Property and Equipment (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Property and Equipment | Property and equipment as of December 31, 2025 and 2024 consist of the following:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Intangible Assets and Goodwill (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets and Goodwill [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Intangible Assets | Intangible assets as of December 31, 2025 and 2024 consist of the following:
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| Schedule of Amortization Expense for Intangible Assets | Estimated amortization expense for intangible assets for each of the next five years and thereafter is as follows:
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| Schedule of Summarizing the Changes in the Carrying Amount of Goodwill | Below is a table summarizing the changes in the carrying amount of goodwill for the years ended December 31, 2025 and 2024:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Accounts Payable and Accrued Expenses (Tables) |
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Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts Payable and Accrued Expenses [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, 2025 and 2024 consist of the following:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses. No definition available.
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Leases (Tables) |
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Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Operating Leases | Operating leases as of December 31, 2025 and 2024 consist of the following:
The components of operating lease expense consist of the following for the years ended December 31, 2025 and 2024:
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| Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2025, maturities of operating lease liabilities were as follows:
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| Schedule of Finance Leases | Finance leases as of December 31, 2025 and 2024 consist of the following:
The components of finance lease expense consist of the following for the years ended December 31, 2025 and 2024:
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| Schedule of Maturities of Financing Lease Liabilities | As of December 31, 2025, maturities of finance lease liabilities were as follows:
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| X | ||||||||||
- Definition Tabular disclosure of undiscounted cash flows of finance lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to finance lease liability recognized in statement of financial position. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Tabular disclosure of lessee's lease cost. Includes, but is not limited to, interest expense for finance lease, amortization of right-of-use asset for finance lease, operating lease cost, short-term lease cost, variable lease cost and sublease income. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Tabular disclosure of components of income from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Fair Value Measurements (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis | The following table presents the fair value of financial instruments measured on a recurring basis as of December 31, 2025 and 2024:
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| Schedule of Rollforward of Changes for Financial Instruments Measured at Fair Value on a Recurring Basis | The following table presents a rollforward of changes for financial instruments measured at fair value on a recurring basis for the years ended December 31, 2025 and 2024:
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- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, by class that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Where the quoted price in an active market for the identical liability is not available, the Level 1 input is the quoted price of an identical liability when traded as an asset. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Notes Payable (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Notes Payable | Notes payable as of December 31, 2025 and 2024 consist of the following:
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| Schedule of Increase the Outstanding Principal as Consideration | The note was subsequently amended on five occasions to extend the maturity date, with the Company agreeing to increase the outstanding principal as consideration for each extension as follows:
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| Schedule of Tranches were Executed | The tranches were executed as follows:
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- Definition The entire disclosure for tranches were executed. No definition available.
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- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation. No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of short-term debt arrangements (having initial terms of repayment within one year or the normal operating cycle, if longer) including: (1) description of the short-term debt arrangement; (2) identification of the lender or type of lender; (3) repayment terms; (4) weighted average interest rate; (5) carrying amount of funds borrowed under the specified short-term debt arrangement as of the balance sheet date; (6) description of the refinancing of a short-term obligation when that obligation is excluded from current liabilities in the balance sheet; and (7) amount of a short-term obligation that has been excluded from current liabilities in the balance sheet because of a refinancing of the obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Convertible Notes Payable (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Notes Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Convertible Notes Payable | Convertible notes payable as of December 31, 2025 and 2024 consist of the following:
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| X | ||||||||||
- Definition Tabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount. No definition available.
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| X | ||||||||||
- References No definition available.
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Shareholders’ Deficit (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shareholders’ Deficit [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Warrants Outstanding | The following table summarizes the changes in warrants outstanding during the years ended December 31, 2025 and 2024:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Income Taxes (Tables) |
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Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, 2025 and 2024 consist of the following:
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| Schedule of Reconciliation of the U.S. Federal Statutory Income Tax Rate | A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate for the years ended December 31, 2025 and 2024 is as follows:
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| Schedule of Components of Deferred Tax Assets and Liabilities | The significant components of deferred tax assets and liabilities as of December 31, 2025 and 2024 are as follows:
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Earnings (Loss) Per Share (Tables) |
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| Earnings (Loss) Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) Attributable to Common Shareholders in Computing Basic Net Income (Loss) Per Share of Common Share | The following table presents the reconciliation of net income (loss) attributable to common shareholders in computing basic net income (loss) per share of common share:
The following table presents the reconciliation of net income (loss) attributable to common shareholders to net income used in computing dilutive net income (loss) per share of common share:
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- References No definition available.
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- Definition Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Description of state incorporation. No definition available.
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- Definition PurchasePrice No definition available.
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- Definition Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The parent entity's interest in net assets of the subsidiary, expressed as a percentage. No definition available.
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Liquidity and Going Concern Assessment (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
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| Liquidity and Going Concern Assessment [Abstract] | ||
| Cash and cash equivalents | $ 1,987,301 | $ 2,502,450 |
| Accumulated deficit | (109,599,852) | (175,096,154) |
| Working capital deficit | 43,065,927 | |
| Operating loss | 3,981,712 | (11,998,244) |
| Operating activities from continuing operations | $ 3,359,054 | $ (14,635,636) |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition The amount of working capital deficit. No definition available.
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| X | ||||||||||
- Definition Amount of cash and cash equivalent. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of cash inflow (outflow) from operating activity attributable to continuing operation. Operating activity includes, but is not limited to, transaction, adjustment, and change in value not defined as investing or financing activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of accumulated undistributed earnings (deficit). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The amont of inventory valuation and obsolescence. No definition available.
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- Definition Recognised tax benefit percentage. No definition available.
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| X | ||||||||||
- Definition Amount of allowance for credit loss on accounts receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation. No definition available.
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Indicates line item in statement of income or comprehensive income that includes impairment loss for goodwill. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The aggregate amount of write-downs for impairments recognized during the period for long-lived assets held for abandonment, exchange or sale. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Description of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
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- Definition Indicates description of term of useful life for property, plant, and equipment when not stated as numeric value. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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Summary of Significant Accounting Policies - Schedule of Amortization Estimated Useful Lives (Details) |
Dec. 31, 2025 |
|---|---|
| Customer-related [Member] | |
| Finite-Lived Intangible Assets [Line Items] | |
| Useful Life (Years) | 15 years |
| Marketing-related [Member] | Minimum [Member] | |
| Finite-Lived Intangible Assets [Line Items] | |
| Useful Life (Years) | 4 years |
| Marketing-related [Member] | Maximum [Member] | |
| Finite-Lived Intangible Assets [Line Items] | |
| Useful Life (Years) | 5 years |
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Remaining amortization period of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Discontinued Operations (Details) - USD ($) |
12 Months Ended | |||
|---|---|---|---|---|
Sep. 30, 2024 |
Dec. 31, 2025 |
Dec. 31, 2024 |
Aug. 05, 2024 |
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| Discontinued Operations [Line Items] | ||||
| Post-closing working capital adjustments | $ 921,772 | $ (9,566,864) | ||
| working capital | 43,065,927 | |||
| ICU Loan Agreement [Member] | ||||
| Discontinued Operations [Line Items] | ||||
| Cash | $ 4,250,000 | |||
| Asien’s Assignment for the Benefit of Creditors [Member] | ||||
| Discontinued Operations [Line Items] | ||||
| Post-closing working capital adjustments | 1,060,095 | |||
| ICU [Member] | ||||
| Discontinued Operations [Line Items] | ||||
| Post-closing working capital adjustments | 4,516,735 | |||
| High Mountain [Member] | ||||
| Discontinued Operations [Line Items] | ||||
| Post-closing working capital adjustments | $ 3,990,034 | |||
| Additional cash purchase price | $ 17,000,000 | |||
| Additional purchase price | 1,700,000 | |||
| working capital | 921,772 | |||
| Holdback amount | $ 0 | |||
| X | ||||||||||
- Definition Holdback Amount. No definition available.
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- Definition The amount of working capital deficit. No definition available.
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- Definition Amount of tax expense (benefit) on gain (loss) not previously recognized resulting from the disposal of a discontinued operation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount classified as cash and cash equivalents attributable to disposal group held for sale or disposed of. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The cash outflow for purchases of and capital improvements on property, plant and equipment (capital expenditures), software, and other intangible assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition A device of credit enhancement where a part of the purchase price for the receivable/ payable is retained to serve as a cash collateral. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of aggregate other expense, attributable to disposal group, including, but not limited to, discontinued operation. No definition available.
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- Definition Amount of interest income expenses attributable to disposal group, including, but not limited to, discontinued operation. No definition available.
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- Definition Loss on disposal of property and equipment. No definition available.
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- Definition Amount of other income (expense) attributable to disposal group, including, but not limited to, discontinued operation. No definition available.
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- Definition The amount of disposal group including discontinued operation personnel. No definition available.
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- Definition Amount of professional fees attributable to disposal group, including, but not limited to, discontinued operation. No definition available.
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- Definition Impairment of goodwill and intangible assets. No definition available.
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| X | ||||||||||
- Definition Amount of deprecation and amortization expense attributable to property, plant and equipment and intangible assets of discontinued operations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount before tax of an increase (decrease) to a gain (loss) previously reported in discontinued operations in a prior period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount after tax of an increase (decrease) to a gain (loss) previously reported in discontinued operations in a prior period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of tax (expense) benefit on (gain) loss recognized for the (reversal of write-down) write-down to fair value, less cost to sell, of a discontinued operation. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of costs of goods sold attributable to disposal group, including, but not limited to, discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Amount of depreciation and amortization expense attributable to disposal group, including, but not limited to, discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of general and administrative expense attributable to disposal group, including, but not limited to, discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of operating expense attributable to disposal group, including, but not limited to, discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of operating income (loss) attributable to disposal group, including, but not limited to, discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of revenue attributable to disposal group, including, but not limited to, discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount after tax of income (loss) from a discontinued operation attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- References No definition available.
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- References No definition available.
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- Definition Loss on disposal of property and equipment. No definition available.
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- References No definition available.
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- Definition Amount of amortization expense attributable to debt discount (premium) and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount, excluding effect from change in exchange rate, of increase (decrease) in cash, cash equivalent, and cash and cash equivalent restricted to withdrawal or usage; attributable to discontinued operation. Cash includes, but is not limited to, currency on hand, demand deposit with financial institution, and account with general characteristic of demand deposit. Cash equivalent includes, but is not limited to, short-term, highly liquid investment that is both readily convertible to known amount of cash and so near maturity that it presents insignificant risk of change in value because of change in interest rate. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of cash inflow (outflow) from financing activity attributable to discontinued operation. Financing activity includes, but is not limited to, obtaining resource from owner and providing return on, and return of, their investment; borrowing money and repaying amount borrowed, or settling obligation; and obtaining and paying for other resource obtained from creditor on long-term credit. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash inflow (outflow) from operating activity attributable to discontinued operation. Operating activity includes, but is not limited to, transaction, adjustment, and change in value not defined as investing or financing activity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of depreciation and amortization expense attributable to disposal group, including, but not limited to, discontinued operation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of cash outflow for principal payment on finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Total loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill. No definition available.
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- Definition Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition Amount of increase (decrease) in obligation to transfer good or service to customer for which consideration has been received or is receivable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The increase (decrease) during the reporting period in moneys or securities given as security including, but not limited to, contract, escrow, or earnest money deposits, retainage (if applicable), deposits with clearing organizations and others, collateral, or margin deposits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- Definition Amount of increase (decrease) in obligation for operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The increase (decrease) during the reporting period in the total amount due within one year (or one operating cycle) from all parties, associated with underlying transactions that are classified as operating activities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- References No definition available.
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- References No definition available.
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- Definition Amount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition The net cash inflow or cash outflow from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with either short term or long term maturity that is collateralized (backed by pledge, mortgage or other lien in the entity's assets). No definition available.
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- Definition The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Definition The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Business Combinations (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Business Combinations [Line Items] | ||
| Property and equipment useful life | 4 years | |
| Intangible asset useful life | 15 years | |
| Revenues contribution | $ 905,864 | |
| Net loss from continuing operations | $ 66,717,075 | (106,551,343) |
| Marketing-Related Intangible Assets [Member] | ||
| Business Combinations [Line Items] | ||
| Intangible asset useful life | 5 years | |
| Initial Allocation [Member] | ||
| Business Combinations [Line Items] | ||
| Aggregate price | $ 18,825,000 | |
| Aggregate price of cash | 17,775,000 | |
| Aggregate amount of promissory note | $ 1,050,000 | |
| Business Combination [Member] | ||
| Business Combinations [Line Items] | ||
| Net loss from continuing operations | $ 47,508 | |
| X | ||||||||||
- Definition Revenues contribution amount. No definition available.
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| X | ||||||||||
- Definition Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of liabilities incurred by the acquirer as part of consideration transferred in a business combination. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
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| X | ||||||||||
- Definition Amount after tax of income (loss) from continuing operations attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
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| X | ||||||||||
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| X | ||||||||||
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| X | ||||||||||
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Business Combinations - Schedule of Purchase Price (Details) - Initial Allocation [Member] |
12 Months Ended |
|---|---|
|
Dec. 31, 2025
USD ($)
| |
| Purchase consideration at fair value: | |
| Cash | $ 17,775,000 |
| Notes payable | 1,050,000 |
| Amount of consideration | 18,825,000 |
| Assets acquired and liabilities assumed at fair value: | |
| Cash | 1,494,184 |
| Accounts receivable | 4,552,693 |
| Contract assets | 1,863,307 |
| Property and equipment | 457,142 |
| Operating lease right-of-use assets | 1,547,285 |
| Customer-related intangible | 9,965,000 |
| Marketing-related intangible | 605,000 |
| Goodwill | 5,309,876 |
| Accounts payable and accrued expenses | (976,836) |
| Contract liabilities | (1,100,749) |
| Operating lease liabilities | (1,547,285) |
| Notes payable | (30,617) |
| Deferred tax liability | (3,314,000) |
| Net assets acquired | $ 18,825,000 |
| X | ||||||||||
- Definition Business combination recognized identifiable assets acquired and liabilities assumed contract liabilities. No definition available.
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- Definition Business combination recognized identifiable assets acquired and liabilities notes payable. No definition available.
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- Definition Customer-related intangible. No definition available.
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| X | ||||||||||
- Definition Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- References No definition available.
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| X | ||||||||||
- Definition Amount of liabilities incurred by the acquirer as part of consideration transferred in a business combination. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Amount of lease obligation assumed in business combination and recognized at acquisition date. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of cash and cash equivalent acquired in business combination and recognized at acquisition date. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of asset acquired in business combination and recognized at acquisition date, classified as other and current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of receivable acquired in business combination and recognized at acquisition date, classified as current. Includes, but is not limited to, receivable from customer for product and service. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of accounts payable assumed in business combination and recognized at acquisition date, classified as current. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of deferred tax liability assumed in business combination and recognized at acquisition date. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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- Definition Amount of inventory acquired in business combination and recognized at acquisition date, classified as current. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount of property, plant, and equipment acquired in business combination and recognized at acquisition date. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Business Combinations - Schedule of Pro Forma Results Effects of ICU Eyewear Acquisition (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Schedule of Pro Forma Results Effects of ICU Eyewear Acquisition [Abstract] | ||
| Revenues | $ 48,272,312 | $ 45,563,551 |
| Net income (loss) | 65,559,185 | (93,111,448) |
| Net income (loss) attributable to common shareholders | $ 65,795,303 | $ (92,844,801) |
| Basic earnings (loss) per share attributable to common shareholders (in Dollars per share) | $ 1.78 | $ (34.9) |
| Diluted loss per share attributable to common shareholders (in Dollars per share) | $ (0.01) | $ (34.9) |
| X | ||||||||||
- Definition Pro forma basic earnings per share or earnings per unit, which is commonly presented in initial public offerings based on the terms of the offering. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- References No definition available.
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- Definition Amount, after tax, of pro forma income (loss) of combined entity as if acquisition date of business combination occurred as of beginning of period. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of pro forma revenue of combined entity as if acquisition date of business combination occurred as of beginning of period. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- Definition Pro forma diluted earnings per share, which is commonly presented in initial public offerings. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Disaggregation of Revenues and Segment Reporting (Details) |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Disaggregation of Revenues and Segment Reporting [Abstract] | |
| Reportable segments | 4 |
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- Definition Number of segments reported by the entity. A reportable segment is a component of an entity for which there is an accounting requirement to report separate financial information on that component in the entity's financial statements. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/exampleRef
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- References No definition available.
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| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. No definition available.
|
| X | ||||||||||
- References No definition available.
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| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition The amount of general and administrative. No definition available.
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| X | ||||||||||
- Definition Personnel costs. No definition available.
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| X | ||||||||||
- Definition The aggregate cost of goods produced and sold and services rendered during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Total loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill. No definition available.
|
| X | ||||||||||
- Definition Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense. No definition available.
|
| X | ||||||||||
- Definition The net result for the period of deducting operating expenses from operating revenues. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss). Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
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Disaggregation of Revenues and Segment Reporting - Schedule of Total Assets by Operating Segment (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|---|
| Assets | |||
| Current assets | $ 14,600,793 | $ 12,630,493 | |
| Long-lived assets | 14,252,987 | 15,707,369 | |
| Goodwill | 5,309,876 | 5,309,876 | $ 679,175 |
| Total assets | 34,163,656 | 33,647,738 | |
| Kyle’s [Member] | |||
| Assets | |||
| Current assets | 555,062 | 1,087,225 | |
| Long-lived assets | 2,521,948 | 2,810,347 | |
| Goodwill | |||
| Total assets | 3,077,010 | 3,897,572 | |
| ICD [Member] | |||
| Assets | |||
| Current assets | 929,446 | ||
| Long-lived assets | 269,847 | ||
| Goodwill | |||
| Total assets | 1,199,293 | ||
| CMD [Member] | |||
| Assets | |||
| Current assets | 13,203,694 | 8,000,724 | |
| Long-lived assets | 11,723,414 | 12,558,135 | |
| Goodwill | 5,309,876 | 5,309,876 | |
| Total assets | 30,236,984 | 25,868,735 | |
| Wolo [Member] | |||
| Assets | |||
| Current assets | 599,391 | 1,063,586 | |
| Long-lived assets | 522 | 69,040 | |
| Goodwill | |||
| Total assets | 599,913 | 1,132,626 | |
| Corporate [Member] | |||
| Assets | |||
| Current assets | 242,646 | 1,549,512 | |
| Long-lived assets | 7,103 | ||
| Goodwill | |||
| Total assets | $ 249,749 | $ 1,549,512 |
| X | ||||||||||
- Definition Amount of asset recognized for present right to economic benefit. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of asset recognized for present right to economic benefit, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Inventories - Schedule of Inventories (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Schedule of Inventories [Line Items] | ||
| Total inventories | $ 509,582 | $ 967,227 |
| Reserve for obsolescence | (279,200) | (492,574) |
| Total inventories, net | 230,382 | 474,653 |
| Automotive supplies [Member] | ||
| Schedule of Inventories [Line Items] | ||
| Total inventories | 496,515 | 924,023 |
| Construction [Member] | ||
| Schedule of Inventories [Line Items] | ||
| Total inventories | $ 13,067 | $ 43,204 |
| X | ||||||||||
- Definition Gross amount, as of the balance sheet date, of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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| X | ||||||||||
- Definition Amount of valuation reserve for inventory. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
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Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Schedule of Prepaid Expenses and Other Current Assets [Abstract] | ||
| Prepaid expenses | $ 68,211 | $ 110,386 |
| Prepaid inventory | 79,134 | |
| Prepaid taxes | 11,000 | 179,000 |
| Other current assets | 200,000 | |
| Total prepaid expenses and other current assets | $ 79,211 | $ 568,520 |
| X | ||||||||||
- Definition Represents the amount of prepaid inventory. No definition available.
|
| X | ||||||||||
- Definition Amount of current assets classified as other. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of asset related to consideration paid in advance for income and other taxes that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
Property and Equipment (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Property and Equipment [Abstract] | ||
| Depreciation expense | $ 458,217 | $ 404,681 |
| X | ||||||||||
- Definition The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
Property and Equipment - Schedule of Property and Equipment (Details) - Property, Plant and Equipment [Member] - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Schedule of Property and Equipment [Line Items] | ||
| Total property and equipment | $ 2,323,724 | $ 2,392,711 |
| Less: accumulated depreciation | (1,453,148) | (1,276,705) |
| Total property and equipment, net | 870,576 | 1,116,006 |
| Machinery and equipment [Member] | ||
| Schedule of Property and Equipment [Line Items] | ||
| Total property and equipment | 1,587,561 | 1,547,260 |
| Office furniture and equipment [Member] | ||
| Schedule of Property and Equipment [Line Items] | ||
| Total property and equipment | 190,150 | 159,700 |
| Transportation equipment [Member] | ||
| Schedule of Property and Equipment [Line Items] | ||
| Total property and equipment | 340,505 | 532,843 |
| Leasehold improvements [Member] | ||
| Schedule of Property and Equipment [Line Items] | ||
| Total property and equipment | $ 205,508 | $ 152,908 |
| X | ||||||||||
- Definition Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Intangible Assets and Goodwill (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Intangible Assets and Goodwill [Abstract] | ||
| Amortization expense | $ 967,132 | $ 250,977 |
| Goodwill impairment charges | $ 0 | $ 679,175 |
| X | ||||||||||
- Definition The aggregate amount of recurring noncash expense charged against earnings in the period to allocate the cost of assets over their estimated remaining economic lives. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Schedule of Intangible Assets [Line Items] | ||
| Total intangible assets, gross | $ 13,591,000 | $ 13,591,000 |
| Less: accumulated amortization | (2,033,786) | (1,066,654) |
| Total intangible assets, net | 11,557,214 | 12,524,346 |
| Customer-related [Member] | ||
| Schedule of Intangible Assets [Line Items] | ||
| Total intangible assets, gross | 12,692,000 | 12,692,000 |
| Marketing-related [Member] | ||
| Schedule of Intangible Assets [Line Items] | ||
| Total intangible assets, gross | $ 899,000 | $ 899,000 |
| X | ||||||||||
- Definition Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
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Intangible Assets and Goodwill - Schedule of Amortization Expense for Intangible Assets (Details) |
Dec. 31, 2025
USD ($)
|
|---|---|
| Schedule of Amortization Expense for Intangible Assets [Abstract] | |
| 2026 | $ 967,132 |
| 2027 | 967,132 |
| 2028 | 967,132 |
| 2029 | 967,132 |
| 2030 | 846,132 |
| Thereafter | 6,842,554 |
| Total estimated amortization expense | $ 11,557,214 |
| X | ||||||||||
- Definition Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
Intangible Assets and Goodwill - Schedule of Summarizing the Changes in the Carrying Amount of Goodwill (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Schedule of Summarizing the Changes in the Carrying Amount of Goodwill [Abstract] | ||
| Balance as of beginning | $ 5,309,876 | $ 679,175 |
| Balance as of ending | 5,309,876 | 5,309,876 |
| Goodwill from the acquisition of CMD | 5,309,876 | |
| Impairments | $ (679,175) | |
| X | ||||||||||
- Definition Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount, after tax, of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized. No definition available.
|
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
| Trade accounts payable | $ 2,938,725 | $ 1,792,819 |
| Credit cards payable | 218,843 | 349,570 |
| Accrued payroll liabilities | 1,931,792 | 1,258,227 |
| Accrued interest | 8,527,543 | 1,841,011 |
| Accrued dividends | 430,103 | 131,102 |
| Accrued taxes | 2,223,998 | 79,510 |
| Accrued management fees | 730,499 | 294,332 |
| Accrued board fees | 536,000 | |
| Other accrued liabilities | 407,557 | 413,379 |
| Total accounts payable and accrued expenses | $ 17,945,060 | $ 6,159,950 |
| X | ||||||||||
- Definition Credit cards payable. No definition available.
|
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred and payable for statutory payroll taxes incurred through that date and withheld from employees pertaining to services received from them, including entity's matching share of the employees FICA taxes and contributions to the state and federal unemployment insurance programs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of fee payable for management of fund or trust. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of expenses incurred but not yet paid classified as other, due within one year or the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
Leases (Details) - USD ($) |
12 Months Ended | ||||
|---|---|---|---|---|---|
Sep. 01, 2025 |
Feb. 15, 2025 |
Dec. 16, 2024 |
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Leases [Line Items] | |||||
| Operating lease right-of-use asset | $ 1,806,255 | $ 2,017,482 | |||
| Lease term | 3 years | ||||
| Lease premises | $ 7,925 | $ 3,300 | |||
| Loss on abandonment | 112,705 | ||||
| Cash paid for measurement of operating lease liabilities | $ 774,988 | $ 494,349 | |||
| Delancey LLC [Member] | |||||
| Leases [Line Items] | |||||
| Lease base rent | $ 20,000 | ||||
| Lease expires | Dec. 31, 2029 | ||||
| Operating lease right-of-use asset | $ 884,163 | ||||
| Gowan LLC [Member] | |||||
| Leases [Line Items] | |||||
| Lease base rent | $ 15,000 | ||||
| Lease expires | Dec. 31, 2029 | ||||
| Operating lease right-of-use asset | $ 663,122 | ||||
| CMD Inc. [Member] | |||||
| Leases [Line Items] | |||||
| Operating lease right-of-use asset | $ 97,379 | ||||
| Kyle’s Custom Wood Shop, Inc [Member] | |||||
| Leases [Line Items] | |||||
| Operating lease right-of-use asset | $ 343,713 | ||||
| X | ||||||||||
- Definition The rate of amount for the lease premises. No definition available.
|
| X | ||||||||||
- Definition Date which lease or group of leases is set to expire, in YYYY-MM-DD format. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Term of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of loss from impairment of right-of-use asset from operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of operating lease income from lease payments paid and payable to lessor. Excludes variable lease payments not included in measurement of lease receivable. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Cash payments to lessor's for use of assets under operating leases. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Leases - Schedule of Operating Leases (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Schedule of Operating Leases [Abstract] | ||
| Operating lease right-of-use assets | $ 1,806,255 | $ 2,017,482 |
| Operating lease liabilities, current portion | 432,333 | 598,534 |
| Operating lease liabilities, long-term | 1,445,726 | 1,473,795 |
| Total operating lease liabilities | $ 1,878,059 | $ 2,072,329 |
| Weighted-average remaining lease term (years) | 3 years 10 months 6 days | 4 years 1 month 2 days |
| Weighted-average discount rate | 14.82% | 14.14% |
| Fixed operating lease expense | $ 802,144 | $ 494,349 |
| Short-term and variable operating lease expense | 109,273 | 93,681 |
| Total operating lease expense | $ 911,417 | $ 588,030 |
| X | ||||||||||
- Definition Amount of lease cost recognized by lessee for lease contract. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of single lease cost, calculated by allocation of remaining cost of lease over remaining lease term. Includes, but is not limited to, single lease cost, after impairment of right-of-use asset, calculated by amortization of remaining right-of-use asset and accretion of lease liability. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's right to use underlying asset under operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average discount rate for operating lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Schedule of Maturities of Operating Lease Liabilities [Abstract] | ||
| 2026 | $ 677,057 | |
| 2027 | 607,504 | |
| 2028 | 564,814 | |
| 2029 | 573,606 | |
| 2030 | 67,261 | |
| Total | 2,490,242 | |
| Less: imputed interest | (612,183) | |
| Total operating lease liabilities | $ 1,878,059 | $ 2,072,329 |
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from operating lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease, classified as current. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average discount rate for finance lease calculated at point in time. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition This element represents interest incurred for borrowed money which was used to produce goods or render services. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of expense charged against earnings to allocate the cost of tangible and intangible assets over their remaining economic lives, classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of accumulated depreciation of long-lived, physical assets used to produce goods and services and not intended for resale, classified as other. No definition available.
|
| X | ||||||||||
- Definition Amount after depreciation of long-lived, physical assets used to produce goods and services and not intended for resale, classified as other. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
Leases - Schedule of Maturities of Financing Lease Liabilities (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Schedule of Maturities of Financing Lease Liabilities [Abstract] | ||
| 2026 | $ 211,332 | |
| 2027 | 210,042 | |
| 2028 | 28,833 | |
| Total | 450,207 | |
| Less: amount representing interest | (27,009) | |
| Total finance lease liabilities | $ 423,198 | $ 605,241 |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Present value of lessee's discounted obligation for lease payments from finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Fair Value Measurements (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Goodwill [Member] | ||
| Fair Value Measurements [Line Items] | ||
| Goodwill impairment charges | $ 0 | $ 679,175 |
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Total loss recognized during the period from the impairment of goodwill plus the loss recognized in the period resulting from the impairment of the carrying amount of intangible assets, other than goodwill. No definition available.
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Fair value of financial and nonfinancial obligations. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Definition Amount of gain (loss) from the increase (decrease) in fair value of derivative and nonderivative instruments designated as fair value hedging instruments recognized in the income statement. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of gain (loss) on derivative instrument designated and qualifying as fair value hedge included in assessment of hedge effectiveness, recognized in earnings. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Definition ACH payments amount. No definition available.
|
| X | ||||||||||
- Definition The amount of additional cash proceeds. No definition available.
|
| X | ||||||||||
- Definition Fair value of market interest rate. No definition available.
|
| X | ||||||||||
- Definition Net cash proceeds. No definition available.
|
| X | ||||||||||
- Definition Penalty percentage of outstanding debt. No definition available.
|
| X | ||||||||||
- Definition Percentage of net proceeds. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Increase for accrued, but unpaid interest on the debt instrument for the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The average effective interest rate during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Incremental percentage increase (decrease) in the stated rate on a debt instrument. No definition available.
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of principal of debt issued. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of the required periodic payments including both interest and principal payments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt discount. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of the cost of borrowed funds accounted for as interest expense for debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The interest rate applicable to the portion of the carrying amount of long-term borrowings outstanding as of the balance sheet date, including current maturities, which accrues interest at a rate subject to change from time to time. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Period between issuance and maturity of long-term debt, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of all notes and loans payable (with maturities initially due after one year or beyond the operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Stated interest rate of the subordinated debt. No definition available.
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of subordinated debt (with initial maturities beyond one year or beyond the operating cycle if longer). Subordinated debt places a lender in a lien position behind debt having a higher priority of repayment in liquidation of the entity's assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Details
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount, after accumulated amortization, of debt discount (premium). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Sum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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Notes Payable - Schedule of Notes Payable (Parentheticals) (Details) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| 6% Subordinated promissory notes [Member] | ||
| Schedule of Notes Payable [Line Items] | ||
| Subordinated promissory notes | 6.00% | 6.00% |
| 20% OID subordinated promissory notes – March 2024 [Member] | ||
| Schedule of Notes Payable [Line Items] | ||
| Subordinated promissory notes | 20.00% | 20.00% |
| 12% Subordinated promissory note for services [Member] | ||
| Schedule of Notes Payable [Line Items] | ||
| Subordinated promissory notes | 12.00% | 12.00% |
| 25% OID subordinated promissory note [Member] | ||
| Schedule of Notes Payable [Line Items] | ||
| Subordinated promissory notes | 25.00% | 25.00% |
| X | ||||||||||
- Definition Percentage of subordinated convertible promissory notes. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of principal of debt issued. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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- Details
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- Details
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| X | ||||||||||
- Details
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Notes Payable - Schedule of Tranches were Executed (Details) - Note Payable [Member] |
12 Months Ended |
|---|---|
|
Dec. 31, 2025
USD ($)
| |
| Schedule of Tranches were Executed [Line Items] | |
| Principal Amount | $ 2,133,334 |
| Proceeds | $ 1,525,000 |
| Tranche 1 [Member] | |
| Schedule of Tranches were Executed [Line Items] | |
| Date | Jun. 28, 2024 |
| Principal Amount | $ 666,667 |
| Proceeds | $ 475,000 |
| Tranche 2 [Member] | |
| Schedule of Tranches were Executed [Line Items] | |
| Date | Jul. 03, 2024 |
| Principal Amount | $ 466,667 |
| Proceeds | $ 300,000 |
| Tranche 3 [Member] | |
| Schedule of Tranches were Executed [Line Items] | |
| Date | Jul. 16, 2024 |
| Principal Amount | $ 233,333 |
| Proceeds | $ 175,000 |
| Tranche 4 [Member] | |
| Schedule of Tranches were Executed [Line Items] | |
| Date | Aug. 12, 2024 |
| Principal Amount | $ 466,667 |
| Proceeds | $ 350,000 |
| Tranche 5 [Member] | |
| Schedule of Tranches were Executed [Line Items] | |
| Date | Aug. 22, 2024 |
| Principal Amount | $ 300,000 |
| Proceeds | $ 225,000 |
| X | ||||||||||
- Definition Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Date the debt instrument was issued, in YYYY-MM-DD format. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of principal of debt issued. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Details
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- Details
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| X | ||||||||||
- Definition The amount of additional exit fee. No definition available.
|
| X | ||||||||||
- Definition Per share increase in conversion price of convertible common stock. Excludes change due to standard antidilution provision. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Increase for accrued, but unpaid interest on the debt instrument for the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition The average effective interest rate during the reporting period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Incremental percentage increase (decrease) in the stated rate on a debt instrument. No definition available.
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of principal of debt issued. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of the required periodic payments including both interest and principal payments. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Maturity date of long-term debt, in YYYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of other expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses associated with a discontinued operation or an asset retirement obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of cash payments made as the result of exit or disposal activities. Excludes payments associated with a discontinued operation or an asset retirement obligation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after cash payment, of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
|
| X | ||||||||||
- Definition For the form of debt having an initial term of less than one year or less than the normal operating cycle, if longer, average borrowings during the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
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| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Schedule of Convertible Notes Payable [Abstract] | ||
| Secured convertible promissory notes | $ 22,751,184 | $ 23,074,286 |
| Less: debt discounts | (985,137) | |
| Total convertible notes payable, net | 22,751,184 | 22,089,149 |
| Current portion of convertible notes payable, net | $ 22,751,184 | $ 22,089,149 |
| X | ||||||||||
- Definition Represents the value of debt discounts. No definition available.
|
| X | ||||||||||
- Definition The portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Carrying value as of the balance sheet date, including the current and noncurrent portions, of collateralized debt obligations (with maturities initially due after one year or beyond the operating cycle, if longer). Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of adjustment net assets. No definition available.
|
| X | ||||||||||
- Definition Note received instead of cash Distribution receivable. No definition available.
|
| X | ||||||||||
- Definition Represents the value of exceeds purchase price amount. No definition available.
|
| X | ||||||||||
- Definition Represents the percentage of expected to exceed percentage. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of percentage of adjusted net assets. No definition available.
|
| X | ||||||||||
- Definition Percentage of original equity interest of manager owned. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line. No definition available.
|
| X | ||||||||||
- Definition The amount of remaining balance. No definition available.
|
| X | ||||||||||
- Definition Represents the percentage of transaction fee percentage. No definition available.
|
| X | ||||||||||
- Definition The number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Effective interest rate for the funds borrowed under the debt agreement considering interest compounding and original issue discount or premium. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of principal of debt issued. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of expense for investment management fee, including, but not limited to, expense in connection with research, selection, supervision, and custody of investment. Reference 1: http://www.xbrl.org/2003/role/exampleRef
|
| X | ||||||||||
- Definition Amount of cash outflow for fees classified as other. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The percentage charged for managing real estate properties. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Cash received on stock transaction after deduction of issuance costs. No definition available.
|
| X | ||||||||||
- Definition Percentage of subsidiary's or equity investee's stock owned by parent company before stock transaction. No definition available.
|
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Commitments and Contingencies (Details) $ in Millions |
12 Months Ended |
|---|---|
|
Dec. 31, 2025
USD ($)
| |
| Commitments and Contingencies [Line Items] | |
| Unspecified amount | $ 2 |
| X | ||||||||||
- Definition Amount of damages paid to the plaintiff in the legal matter. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition Percentage of accumulated accrued and unpaid dividends. No definition available.
|
| X | ||||||||||
- Definition Allocated shares value. No definition available.
|
| X | ||||||||||
- Definition Amortizing promissory note amount. No definition available.
|
| X | ||||||||||
- Definition Number of calculated based fixed price per share. No definition available.
|
| X | ||||||||||
- Definition Percentage of common shares calculated based. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Number of shares exchange. No definition available.
|
| X | ||||||||||
- Definition OID promissory note amount. No definition available.
|
| X | ||||||||||
- Definition Percentage of ownership common shares outstanding. No definition available.
|
| X | ||||||||||
- Definition Percentage of outstanding balance. No definition available.
|
| X | ||||||||||
- Definition Percentage of outstanding common shares. No definition available.
|
| X | ||||||||||
- Definition Percentage of redemption rights. No definition available.
|
| X | ||||||||||
- Definition Percentage of securities purchase agreements. No definition available.
|
| X | ||||||||||
- Definition The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount of paid and unpaid cash, stock, and paid-in-kind (PIK) dividends declared, for example, but not limited to, common and preferred stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The per share amount of a dividend declared, but not paid, as of the financial reporting date. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Amount of paid and unpaid preferred stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of excess stock shares of an entity that have been sold or granted to shareholders. No definition available.
|
| X | ||||||||||
- Definition The difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Per share conversion price of preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of common shares issuable upon conversion of preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The percentage rate used to calculate dividend payments on preferred stock. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The price per share at which the preferred stock of an entity that has priority over common stock in the distribution of dividends and in the event of liquidation of the entity is redeemed or may be called at. The redemption features of this preferred stock are solely within the control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares issued for nonredeemable preferred shares and preferred shares redeemable solely at option of issuer. Includes, but is not limited to, preferred shares issued, repurchased, and held as treasury shares. Excludes preferred shares classified as debt. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The cash inflow from issuance of preferred stocks identified as being convertible into another form of financial instrument, typically the entity's common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
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| X | ||||||||||
- Definition The amount of accrued dividends. No definition available.
|
| X | ||||||||||
- Definition Number of aggregate common shares. No definition available.
|
| X | ||||||||||
- Definition Consecutive trading days. No definition available.
|
| X | ||||||||||
- Definition Extinguishment of derivative liabilities upon conversion of convertible notes. No definition available.
|
| X | ||||||||||
- Definition Represents the value of extinguishment of warrant liabilities. No definition available.
|
| X | ||||||||||
- Definition Floor price. No definition available.
|
| X | ||||||||||
- Definition Amount of issuance of common shares of convertible notes payable and accrued interest. No definition available.
|
| X | ||||||||||
- Definition Net proceeds of common stock. No definition available.
|
| X | ||||||||||
- Definition Represents the shares number of common shares. No definition available.
|
| X | ||||||||||
- Definition Number of shares exchange. No definition available.
|
| X | ||||||||||
- Definition Number of trading days. No definition available.
|
| X | ||||||||||
- Definition The number of warrants increased. No definition available.
|
| X | ||||||||||
- Definition Represents the percentage of percentage of cash transaction fee. No definition available.
|
| X | ||||||||||
- Definition Represents the percentage of floor price. No definition available.
|
| X | ||||||||||
- Definition Percentage of transaction fees. No definition available.
|
| X | ||||||||||
- Definition Percentage of warrants issued in private placement. No definition available.
|
| X | ||||||||||
- Definition Percentage of weighted average price common shares. No definition available.
|
| X | ||||||||||
- Definition Represents the pershare of price per unit. No definition available.
|
| X | ||||||||||
- Definition Represents the value of purchase of aggregate shares. No definition available.
|
| X | ||||||||||
- Definition Represents the pershare purchase price per unit. No definition available.
|
| X | ||||||||||
- Definition Represents the shares of units issued. No definition available.
|
| X | ||||||||||
- Definition Warrants adjusted. No definition available.
|
| X | ||||||||||
- Definition Warrants expire. No definition available.
|
| X | ||||||||||
- Definition Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares. No definition available.
|
| X | ||||||||||
- Definition Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of warrants or rights outstanding. No definition available.
|
| X | ||||||||||
- Definition The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The value of the financial instrument issued [noncash or part noncash] in the conversion of stock. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Threshold number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage within a specified consecutive trading period to trigger conversion feature. No definition available.
|
| X | ||||||||||
- Definition Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Increase for accrued, but unpaid interest on the debt instrument for the period. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of paid and unpaid preferred stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK). Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Maximum number of excess stock shares permitted to be issued. No definition available.
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| X | ||||||||||
- Definition Number of shares of excess stock held by shareholders. No definition available.
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| X | ||||||||||
- Definition The difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Amount of expense (income) related to adjustment to fair value of warrant liability. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The price per share at which the preferred stock of an entity that has priority over common stock in the distribution of dividends and in the event of liquidation of the entity is redeemed or may be called at. The redemption features of this preferred stock are solely within the control of the issuer. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The cash inflow from the additional capital contribution to the entity. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Agreed-upon price for the exchange of the underlying asset relating to the share-based payment award. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The estimated measure of the minimum percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Number of shares under non-option equity instrument agreements that were cancelled as a result of occurrence of a terminating event. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Price of a single share of a number of saleable stocks of a company. No definition available.
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| X | ||||||||||
- Definition Intrinsic value of outstanding award under share-based payment arrangement. Excludes share and unit options. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Expected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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| X | ||||||||||
- Definition Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Per share or per unit amount of equity securities issued. No definition available.
|
| X | ||||||||||
- Definition Number of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Change in number of shares issued and outstanding as a result of capital structure change to a stock dividend, stock split or reserve split occurring after the balance sheet date but prior to the later of the issuance of financial statements or the effective date of registration statement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition Description of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Period between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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Shareholders’ Deficit - Schedule of Warrants Outstanding (Details) - Warrants [Member] - $ / shares |
12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|||||||
| Schedule of Warrants Outstanding [Line Items] | ||||||||
| Warrants, Outstanding Ending | 138,639,165 | 706 | ||||||
| Weighted- Average Exercise Price, Outstanding Ending | $ 0.61 | $ 6,597.35 | ||||||
| Warrants, Outstanding Beginning | 1,113,606,976 | 138,639,165 | ||||||
| Weighted- Average Exercise Price, Outstanding Beginning | $ 0.08 | $ 0.61 | ||||||
| Warrants, Exercisable | 1,113,606,955 | |||||||
| Weighted- Average Exercise Price, Exercisable | $ 0.07 | |||||||
| Warrants, Granted | 124,687,552 | |||||||
| Weighted- Average Exercise Price, Granted | $ 0.48 | |||||||
| Warrants, Warrant adjustment | 999,757,963 | [1] | 22,184,090 | [2] | ||||
| Weighted- Average Exercise Price, Warrant adjustment | $ 0.07 | [1] | $ 1.5 | [2] | ||||
| Warrants, Exercised/settled | (24,790,152) | (8,233,183) | ||||||
| Weighted- Average Exercise Price, Exercised/settled | $ (0.05) | $ (1.5) | ||||||
| ||||||||
| X | ||||||||||
- Definition The number of warrants adjustment made during the period on other than stock. No definition available.
|
| X | ||||||||||
- Definition The weighted average grant-date fair value exercisable of Other than options granted during the reporting period. No definition available.
|
| X | ||||||||||
- Definition The weighted average fair value at Warrants adjustments equity-based awards issued during the period on other than stock No definition available.
|
| X | ||||||||||
- Definition The number of shares into which fully or partially vested other than options outstanding as of the balance sheet date can be currently converted under the warrant. No definition available.
|
| X | ||||||||||
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. No definition available.
|
| X | ||||||||||
- Definition The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Details
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Income Taxes (Details) $ in Millions |
Dec. 31, 2025
USD ($)
|
|---|---|
| Income Taxes [Abstract] | |
| Net operating loss carry forwards | $ 5.0 |
| Percentage of net operating loss carryforwards | 80.00% |
| X | ||||||||||
- Definition Percentage of net operating loss carryforwards. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Schedule of Provision of Income Taxes [Abstract] | ||
| Current federal and state | $ 2,300,000 | $ 65,000 |
| Deferred federal and state | 53,000 | (767,000) |
| Total provision (benefit) for income taxes | $ 2,353,000 | $ (702,000) |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of other income tax expense (benefit). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Income Taxes - Schedule of Reconciliation of the U.S. Federal Statutory Income Tax Rate (Details) |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Schedule of Reconciliation of the Statutory US Federal Income Tax Rate [Abstract] | ||
| Federal tax | 21.40% | 21.00% |
| State tax | 0.00% | 0.10% |
| Return to provision | 0.90% | 0.00% |
| Valuation allowance | 0.30% | (0.20%) |
| Nontaxable partnership income | (19.10%) | (20.20%) |
| Effective income tax rate | 3.50% | 0.70% |
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to nondeductible expenses. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit). Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) |
Dec. 31, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Deferred tax assets | ||
| Inventory obsolescence | $ 59,000 | $ 105,000 |
| Allowance for credit losses | 23,000 | |
| Sales return reserve | 27,000 | 27,000 |
| Business interest limitation | 2,183,000 | 2,169,000 |
| Lease liabilities | 415,000 | 448,000 |
| Accrued expenses | 220,000 | |
| Loss carryforward | 1,065,000 | 596,000 |
| Valuation allowance | (3,103,000) | (2,661,000) |
| Total deferred tax assets | 669,000 | 904,000 |
| Deferred tax liabilities | ||
| Fixed assets | (125,000) | (180,000) |
| Construction contracts | (668,000) | (305,000) |
| Right-of-use assets | (400,000) | (435,000) |
| Other | (568,000) | |
| Intangibles | (2,493,000) | (2,701,000) |
| Receivables | (933,000) | |
| Total deferred tax liabilities | (4,254,000) | (4,554,000) |
| Total net deferred tax liabilities | $ (3,585,000) | $ (3,650,000) |
| X | ||||||||||
- Definition Represent the amount of lease liabilities. No definition available.
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Construction contracts. No definition available.
|
| X | ||||||||||
- Definition Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible interest carryforward. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from inventory. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from reserves and accruals. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from accrued liabilities. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences from reserves and accruals, classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from leasing arrangements. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
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| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences classified as other. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from unrealized gains in other comprehensive income. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
| X | ||||||||||
- Definition Amount of deferred tax liability attributable to taxable temporary differences from property, plant, and equipment. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
|
Earnings (Loss) Per Share (Details) - shares |
12 Months Ended | |
|---|---|---|
Dec. 31, 2025 |
Dec. 31, 2024 |
|
| Earnings (Loss) Per Share [Abstract] | ||
| Common share equivalents from warrants | 636,783,430 | 230,277,102 |
| X | ||||||||||
- Definition Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Adjusted net income (loss) attributable to common shareholders. No definition available.
|
| X | ||||||||||
- Definition Net income adjustments attributable to common shareholders from continuing operations. No definition available.
|
| X | ||||||||||
- Definition Amount of increase (decrease) to net income used for calculating diluted earnings per share (EPS), resulting from the assumed exercise stock options, restrictive stock units (RSUs), convertible preferred stock of an employee stock ownership plan (ESOP), and other dilutive convertible securities. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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| X | ||||||||||
- Definition The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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- Definition The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition The amount of net income (loss) derived from continuing operations during the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount after tax of income (loss) from a discontinued operation attributable to the parent. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Per basic share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Per diluted share amount, after tax, of income (loss) from the day-to-day business activities of the discontinued operation and gain (loss) from the disposal of the discontinued operation. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- References No definition available.
|
| X | ||||||||||
- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) from continuing operations available to common shareholders. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) from continuing operations available to common shareholders. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) from discontinued operations available to common shareholders. No definition available.
|
| X | ||||||||||
- Definition The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Definition Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
Subsequent Events (Details) |
12 Months Ended |
|---|---|
|
Dec. 31, 2025
shares
| |
| Series A Warrants [Member] | |
| Subsequent Events [Line Items] | |
| Number of exercised shares | 2,700,000 |
| Common Stock [Member] | |
| Subsequent Events [Line Items] | |
| Number of exercised shares | 3,375,000 |
| X | ||||||||||
- Definition Number of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
|
| X | ||||||||||
- Definition Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
|
| X | ||||||||||
- Details
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| X | ||||||||||
- Details
|