SUBSEQUENT EVENT (Details Narrative) - USD ($) |
12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Apr. 12, 2022 |
Apr. 22, 2021 |
Apr. 12, 2021 |
Mar. 15, 2021 |
Feb. 16, 2021 |
Feb. 15, 2021 |
Feb. 05, 2021 |
Jan. 22, 2021 |
Dec. 31, 2020 |
Mar. 22, 2021 |
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| Subsequent Event [Line Items] | ||||||||||
| Legal fees | $ 12,500 | |||||||||
| Subsequent Event [Member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Vested options, shares | 50,000 | |||||||||
| Annual base salary | $ 550,000 | |||||||||
| Subsequent Event [Member] | Restricted Stock Award [Member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Vested restricted common stock, shares | 200,000 | 600,000 | ||||||||
| Description of vesting of shares | (2) 200,000 shares of common stock vesting 25% on April 12, 2022 and 25% on each twelve months thereafter. | (1) 600,000 shares of common stock to vest vesting as follows: if the Company’s Net Sales Growth (defined below) for any of the fiscal years ended December 31, 2022, 2023, 2024 or 2025 (each, a “Target Year”) is at least the applicable Net Sales Target set forth on the schedule to the restricted stock award agreement, then, on the applicable Vesting Date, a corresponding portion of the restricted stock award will vest as set forth on such schedule. Additionally, if Net Sales Growth is less than any of the Net Sales Targets set forth in such schedule in any Target Year (a “Miss Year”), vesting of the restricted stock award in the following Target Years (each such subsequent Target Year, a “Catch-up Year”) shall be further subject to the following catch-up vesting provisions: if the Net Sales Growth in the Miss Year(s) when averaged with the Net Sales in each Catch-up Year(s) equals or exceeds a Net Sales Target in any single Miss Year that has not previously been obtained, then on the applicable Vesting Date, an additional portion of the Award shall vest as if the applicable Net Sales Target had been met in the Miss Year(s). Notwithstanding the foregoing, the restricted stock award shall automatically vest in full upon the Company maintaining, for a period of at least two consecutive fiscal quarters after January 1, 2022, at least a specified run rate over the previous four fiscal quarters, as reported in the Company’s filings pursuant to the Securities Exchange Act of 1934, as amended. | ||||||||
| Subsequent Event [Member] | Restricted Stock Award [Member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Description of vesting of shares | (3) 200,000 shares of common stock, vesting as follows: (i) 50,000 shares on the first date on which the Company’s Market Capitalization for a period of 90 consecutive days has been, or there has been a Change of Control (as defined in the employment agreement) of the Company with an enterprise value of, at least $500,000,000 but less than $600,000,000; (ii) 50,000 shares on the first date on which the Company’s Market Capitalization for a period of 90 consecutive days has been, or there has been a Change of Control of the Company with an enterprise value of, at least $600,000,000 but less than $750,000,000; and (iii) 100,000 shares on the date on which the Company’s Market Capitalization for a period of 90 consecutive days has been, or there has been a Change of Control of the Company with an enterprise value of, at least $750,000,000. “Market Capitalization” shall be determined by (A) multiplying the number of shares reported as outstanding on the cover of the Company’s most recent Form 10-K or 10-Q, as applicable, as filed with the Securities and Exchange Commission, by (B) the Fair Market Value of the Common Stock (as defined in the Company’s 2015 Stock Option Plan, as amended) on each day. Notwithstanding the foregoing, no portion of the restricted stock award shall vest on or following the fifth anniversary of the award date. | |||||||||
| Subsequent Event [Member] | 2015 Stock Option Plan [Member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Non qualified stock options period | 10 years | |||||||||
| Common stock purchase exercise price (in dollars per shares) | $ 3.875 | |||||||||
| Vested options, shares | 100,000 | 50,000 | ||||||||
| Description of vesting of shares | Purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $3.875 per share, subject to vesting as follows, provided she is then employed by the Company: 25% on March 15, 2021 and 25% each twelve months thereafter. | |||||||||
| Non qualified options to purchase, shares | 150,000 | 1,000,000 | 150,000 | |||||||
| Mr. Pettigrew [Member] | Subsequent Event [Member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Right to exercise | 1,000,000 | |||||||||
| Non qualified stock options period | 90 days | |||||||||
| Strike price | $ 1.23 | |||||||||
| Vested options, value | $ 1,230,000 | |||||||||
| Mr. Beck's [Member] | Subsequent Event [Member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Monthly base compensation | $ 40,000 | |||||||||
| Minimum guaranteed duration | 2 months | |||||||||
| Ms. Tharby [Member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Description of annual bonus target | Pursuant to this agreement, Ms. Tharby will receive an annual base salary of $550,000 and be eligible to earn an annual bonus, paid 70% in cash and 30% in shares of the Company’s common stock, with a target of 80% of her base salary, based on achievement of objectives set in accordance with the Company’s management incentive compensation plan for executives, payable by March 15 of the following year. | |||||||||
| Ms. Tharby's [Member] | Subsequent Event [Member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Description of termination | Should the Company terminate Ms. Tharby’s employment without “cause” or should she leave the Company for “good reason,” she will be eligible for a severance package comprised of (i) base salary for 12 months, calculated at the rate of her then base salary, to be paid in accordance with the Company’s normal payroll practices; (ii) her Annual Bonus as if earned for the year of termination; and (iii) if termination occurs on or after January 1, 2022, acceleration of her stock options and restricted stock award set forth under (2) above for the year of termination (i.e., 25% of total award), if not then vested. For the same period, the Company will also cover the cost of health insurance, which is continued by Ms. Tharby through COBRA election. | |||||||||
| Mr. Beck [Member] | Subsequent Event [Member] | Employment agreement [member] | ||||||||||
| Subsequent Event [Line Items] | ||||||||||
| Description of agreement | Pursuant to the Company’s 2015 Stock Option Plan, as amended, on February 15, 2021, Mr. Beck received a 10-year nonqualified option to purchase up to 150,000 shares of the Company’s common stock at a per share exercise price equal to the fair market value of the common stock on the date of grant. Of these options, 100,000 were fully vested on the date of grant, and 50,000 will vest on March 22, 2021. The aforementioned options may be exercised for cash or by “cashless” or “net” exercise. | |||||||||
| Agreement term | 10 years |