UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SeptemberJune 30, 20212022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number: 001-38834
Verb Technology Company, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 90-1118043 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
, |
| |
| (Address of principal executive offices) | (Zip Code) |
(855) 250-2300
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, $0.0001 par value Common Stock Purchase Warrants | VERB VERBW | The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
As of NovemberAugust 10, 2021,2022, there were 70,470,415 shares of common stock, $0.0001 par value per share, outstanding.
VERB TECHNOLOGY COMPANY, INC.
TABLE OF CONTENTS
| 2 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the three and nine months ended SeptemberJune 30, 20212022 (this “Quarterly Report”), includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not statements of historical facts and can be identified by words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those expressions. Forward-looking statements also include the assumptions underlying or relating to such statements.
Our forward-looking statements are based on our management’s current beliefs, assumptions and expectations about future events and trends, which affect or may affect our business, strategy, operations, financial performance or liquidity. Although we believe these forward-looking statements are based upon reasonable assumptions, they are subject to numerous known and unknown risks and uncertainties and are made in light of information currently available to us. Some of the risks and uncertainties that may impact our forward-looking statements include, but are not limited to, the following factors:
● our incursion of significant net losses and uncertainty whether we will be able to achieve or maintain profitable operations;
● our ability to continue as a “going concern”;going concern;
● our ability to grow and compete in the future, which is dependent upon whether capital is availableand to us on favorable terms;
execute our business strategy;
● our ability to maintain and expand our customer base and our ability to convince our customers to increase the use of our services and/or platform;
● the competitive market in which we operate;
● our ability to increase the number of our strategic relationships orand grow the revenues received from our current strategic relationships;
● our ability to develop enhancements and new features to our existing service or acceptable new services that keep pace with technological developments;
● our ability to successfully launch new product platforms, including MARKET, the rate of adoption of these platforms and the revenue generated from these platforms;
● the novel coronavirus (“COVID-19”) pandemic, which has had a sustainednegative impact on our business, sales, results of operations and financial condition;
● our ability to deliver our services, as we depend on third party Internet providers;
● our ability to raise additional capital or borrow additional funds to fund our operations and execute our business strategy, and the impact of these transactions on our business and existing stockholders;
● our ability to attract and retain qualified management personnel to lead our business;
● our ability to pay our debt obligations as they become due;
● our susceptibility to security breaches and other disruptions.disruptions; and
● global economic, political, and social trends, including inflation, rising interest rates, and recessionary concerns.
The foregoing list may not include all of the risk factors that impact the forward-looking statements made in this Quarterly Report. Our actual financial condition and results could differ materially from those expressed or implied by our forward-looking statements as a result of various additional factors, including those discussed in the sections entitledtitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in this Quarterly Report and in ourthe Annual Report on Form 10-K for the year ended December 31, 2020 (our “Annual2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (the “2021 Annual Report”), as well as in the other reports we file with the Securities and Exchange Commission (the “SEC”).SEC. You should read this Quarterly Report, and the other documents we file with the SEC, with the understanding that our actual future results may be materially different from the results expressed or implied by our forward-looking statements.
We operate in an evolving environment. New risks and uncertainties emerge from time to time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual future results to be materially different from those expressed or implied by any forward-looking statements.
Forward-looking statements speak only as of the date they were made, and, except to the extent required by law or the rules of the Nasdaq Capital Market, we undertake no obligation to update or review any forward-looking statement because of new information, future events or other factors.
We qualify all of our forward-looking statements by these cautionary statements.
| 3 |
PART I — FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
| 4 |
VERB TECHNOLOGY COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| September 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 3,658,000 | $ | 1,815,000 | ||||
| Accounts receivable, net of allowance of $512,000 and $361,000, respectively | 1,488,000 | 919,000 | ||||||
| Inventory, net of allowance of $51,000 and $51,000, respectively | 5,000 | 34,000 | ||||||
| Prepaid expenses and other current assets | 905,000 | 900,000 | ||||||
| Total current assets | 6,056,000 | 3,668,000 | ||||||
| Right-of-use assets | 2,305,000 | 2,730,000 | ||||||
| Property and equipment, net of accumulated depreciation of $462,000 and $339,000, respectively | 3,078,000 | 862,000 | ||||||
| Intangible assets, net of amortization of $3,390,000 and $2,310,000, respectively | 4,370,000 | 5,153,000 | ||||||
| Goodwill | 19,763,000 | 20,060,000 | ||||||
| Other assets | 317,000 | 69,000 | ||||||
| Total assets | $ | 35,889,000 | $ | 32,542,000 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 7,282,000 | $ | 5,097,000 | ||||
| Accrued officers’ salary | 1,113,000 | 822,000 | ||||||
| Accrued interest (including $0 and $102,000 payable to related parties) | 8,000 | 114,000 | ||||||
| Advance on future receipts, net of discount of $515,000 and $67,000, respectively | 1,853,000 | 110,000 | ||||||
| Notes payable - related party | 40,000 | 1,077,000 | ||||||
| Deferred incentive compensation, current | 521,000 | 521,000 | ||||||
| Operating lease liability, current | 582,000 | 596,000 | ||||||
| Deferred revenue and customer deposits | 902,000 | 272,000 | ||||||
| Derivative liability | 5,839,000 | 8,266,000 | ||||||
| Total current liabilities | 18,140,000 | 16,875,000 | ||||||
| Long Term liabilities: | ||||||||
| Notes payable | 150,000 | 1,458,000 | ||||||
| Note payable - related party, non-current | 725,000 | - | ||||||
| Deferred incentive compensation to officers | - | 521,000 | ||||||
| Operating lease liability, non-current | 2,464,000 | 2,943,000 | ||||||
| Total liabilities | 21,479,000 | 21,797,000 | ||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $ par value, shares authorized: Series A Convertible Preferred Stock, shares authorized; and issued and outstanding as of September 30, 2021 and December 31, 2020 | - | - | ||||||
| Class A units, issued and authorized as of September 30, 2021 and December 31, 2020 | - | - | ||||||
| Class B units, shares authorized, and issued and outstanding as of September 30, 2021 and December 31, 2020 | - | 3,065,000 | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of September 30, 2021 and December 31, 2020 | 7,000 | 5,000 | ||||||
| Additional paid-in capital | 124,906,000 | 89,216,000 | ||||||
| Accumulated deficit | (110,503,000 | ) | (81,541,000 | ) | ||||
| Total stockholders’ equity | 14,410,000 | 10,745,000 | ||||||
| Total liabilities and stockholders’ equity | $ | 35,889,000 | $ | 32,542,000 | ||||
| June 30, 2022 | December 31, 2021 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 5,547 | $ | 937 | ||||
| Accounts receivable, net | 1,816 | 1,382 | ||||||
| Prepaid expenses and other current assets | 894 | 875 | ||||||
| Total current assets | 8,257 | 3,194 | ||||||
| Capitalized software development costs | 6,461 | 4,348 | ||||||
| Property and equipment, net | 627 | 702 | ||||||
| Operating lease right-of-use assets | 1,673 | 2,177 | ||||||
| Intangible assets, net | 3,318 | 3,953 | ||||||
| Goodwill | 19,764 | 19,764 | ||||||
| Other assets | 306 | 293 | ||||||
| Total assets | $ | 40,406 | $ | 34,431 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 3,413 | $ | 3,751 | ||||
| Accrued expenses | 1,780 | 3,500 | ||||||
| Accrued officers’ salary | 1,215 | 1,209 | ||||||
| Advances on future receipts, net | 554 | 4,181 | ||||||
| Notes payable, current | 4,120 | 40 | ||||||
| Deferred incentive compensation to officers, current | - | 521 | ||||||
| Operating lease liabilities, current | 471 | 592 | ||||||
| Contract liabilities | 1,614 | 986 | ||||||
| Derivative liability | 993 | 3,155 | ||||||
| Total current liabilities | 14,160 | 17,935 | ||||||
| Long-term liabilities | ||||||||
| Notes payable, non-current | 875 | 875 | ||||||
| Operating lease liabilities, non-current | 1,841 | 2,299 | ||||||
| Total liabilities | 16,876 | 21,109 | ||||||
| Commitments and contingencies (Note 13) | - | |||||||
| Stockholders’ equity | ||||||||
| Preferred stock, $ par value, shares authorized: Series A Convertible Preferred Stock, shares authorized; issued and outstanding as of June 30, 2022 and December 31, 2021 | - | - | ||||||
| Class A units, shares issued and authorized as of June 30, 2022 and December 31, 2021 | - | - | ||||||
| Class B units, shares authorized, issued and outstanding as of June 30, 2022 and December 31, 2021 | - | - | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 10 | 7 | ||||||
| Common stock value | 10 | 7 | ||||||
| Additional paid-in capital | 152,910 | 129,342 | ||||||
| Accumulated deficit | (129,390 | ) | (116,027 | ) | ||||
| Total stockholders’ equity | 23,530 | 13,322 | ||||||
| Total liabilities and stockholders’ equity | $ | 40,406 | $ | 34,431 | ||||
TheSee accompanying notes are an integral part of theseto the condensed consolidated financial statements
| 5 |
VERB TECHNOLOGY COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)(in thousands, except share and per share data)
(unaudited)
| 1 | 2 | 3 | 4 | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||
Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | Nine Months Ended September 30, 2021 | Nine Months Ended September 30, 2020 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||
| Digital revenue | ||||||||||||||||||||||||||||||||
| SaaS recurring subscription revenue | $ | 1,846,000 | $ | 1,478,000 | $ | 4,908,000 | $ | 3,809,000 | $ | 1,975 | $ | 1,601 | $ | 3,978 | $ | 3,062 | ||||||||||||||||
| Other digital | 510,000 | 360,000 | 1,059,000 | 1,166,000 | ||||||||||||||||||||||||||||
| Other digital revenue | 186 | 209 | 333 | 549 | ||||||||||||||||||||||||||||
| Total digital revenue | 2,356,000 | 1,838,000 | 5,967,000 | 4,975,000 | 2,161 | 1,810 | 4,311 | 3,611 | ||||||||||||||||||||||||
| Design, printing, and fulfillment | 461,000 | 836,000 | 1,553,000 | 2,277,000 | ||||||||||||||||||||||||||||
| Shipping | 83,000 | 186,000 | 298,000 | 614,000 | ||||||||||||||||||||||||||||
| Total non-digital revenue | 544,000 | 1,022,000 | 1,851,000 | 2,891,000 | ||||||||||||||||||||||||||||
| Non-digital revenue | 238 | 582 | 779 | 1,307 | ||||||||||||||||||||||||||||
| Total revenue | 2,900,000 | 2,860,000 | 7,818,000 | 7,866,000 | 2,399 | 2,392 | 5,090 | 4,918 | ||||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||||||||||
| SaaS and other digital | 542,000 | 349,000 | 1,651,000 | 843,000 | ||||||||||||||||||||||||||||
| Design, printing, and fulfillment | 471,000 | 768,000 | 1,520,000 | 2,106,000 | ||||||||||||||||||||||||||||
| Shipping | 73,000 | 188,000 | 249,000 | 554,000 | ||||||||||||||||||||||||||||
| Digital | 609 | 569 | 1,166 | 1,109 | ||||||||||||||||||||||||||||
| Non-digital | 226 | 550 | 642 | 1,225 | ||||||||||||||||||||||||||||
| Total cost of revenue | 1,086,000 | 1,305,000 | 3,420,000 | 3,503,000 | 835 | 1,119 | 1,808 | 2,334 | ||||||||||||||||||||||||
| Gross margin | 1,814,000 | 1,555,000 | 4,398,000 | 4,363,000 | 1,564 | 1,273 | 3,282 | 2,584 | ||||||||||||||||||||||||
| Operating Expenses: | ||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Research and development | 3,513,000 | 2,407,000 | 9,610,000 | 5,308,000 | 1,382 | 3,213 | 2,962 | 6,097 | ||||||||||||||||||||||||
| Depreciation and amortization | 400,000 | 388,000 | 1,214,000 | 1,108,000 | 395 | 400 | 804 | 814 | ||||||||||||||||||||||||
| General and administrative | 6,130,000 | 6,655,000 | 20,018,000 | 14,187,000 | 6,562 | 6,542 | 13,598 | 13,885 | ||||||||||||||||||||||||
| Total operating expenses | 10,043,000 | 9,450,000 | 30,842,000 | 20,603,000 | 8,339 | 10,155 | 17,364 | 20,796 | ||||||||||||||||||||||||
| Loss from operations | (8,229,000 | ) | (7,895,000 | ) | (26,444,000 | ) | (16,240,000 | ) | (6,775 | ) | (8,882 | ) | (14,082 | ) | (18,212 | ) | ||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||||||||||
| Interest expense | (642 | ) | (596 | ) | (1,398 | ) | (1,104 | ) | ||||||||||||||||||||||||
| Change in fair value of derivative liability | 1,024 | (2,445 | ) | 2,162 | (1,945 | ) | ||||||||||||||||||||||||||
| Other income (expense), net | 19 | 20 | (45 | ) | 74 | |||||||||||||||||||||||||||
| Other income (expense), net | 8,000 | (2,000 | ) | 85,000 | 1,000 | |||||||||||||||||||||||||||
| Financing costs | - | (248,000 | ) | - | (248,000 | ) | ||||||||||||||||||||||||||
| Interest expense - amortization of debt discount | (497,000 | ) | (110,000 | ) | (1,537,000 | ) | (384,000 | ) | ||||||||||||||||||||||||
| Change in fair value of derivative liability | (141,000 | ) | 975,000 | (2,086,000 | ) | 4,295,000 | ||||||||||||||||||||||||||
| Gain on extinguishment of notes payable | 82,000 | - | 1,399,000 | - | ||||||||||||||||||||||||||||
| Debt extinguishment, net | - | - | (287,000 | ) | - | - | 91 | - | 1,030 | |||||||||||||||||||||||
| Interest expense | (28,000 | ) | (40,000 | ) | (92,000 | ) | (114,000 | ) | ||||||||||||||||||||||||
| Total other income (expense), net | (576,000 | ) | 575,000 | (2,518,000 | ) | 3,550,000 | 401 | (2,930 | ) | 719 | (1,945 | ) | ||||||||||||||||||||
| Net loss | (8,805,000 | ) | (7,320,000 | ) | (28,962,000 | ) | (12,690,000 | ) | $ | (6,374 | ) | $ | (11,812 | ) | $ | (13,363 | ) | $ | (20,157 | ) | ||||||||||||
| Deemed dividends to Series A stockholders | (348,000 | ) | - | (348,000 | ) | (3,951,000 | ) | |||||||||||||||||||||||||
| Net loss to common stockholders | $ | (9,153,000 | ) | $ | (7,320,000 | ) | $ | (29,310,000 | ) | $ | (16,641,000 | ) | ||||||||||||||||||||
| Net loss per share to common stockholders - basic and diluted | $ | (0.14 | ) | $ | (0.18 | ) | $ | (0.48 | ) | $ | (0.51 | ) | ||||||||||||||||||||
| Loss per share - basic and diluted | $ | (0.07 | ) | $ | (0.19 | ) | $ | (0.15 | ) | $ | (0.35 | ) | ||||||||||||||||||||
| Weighted average number of common shares outstanding - basic and diluted | 66,760,177 | 41,216,642 | 60,705,062 | 32,375,054 | 96,953,254 | 63,147,880 | 86,762,287 | 57,627,324 | ||||||||||||||||||||||||
TheSee accompanying notes are an integral part of theseto the condensed consolidated financial statements
| 6 |
VERB TECHNOLOGY COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020(in thousands, except share and per share data)
(Unaudited)(unaudited)
| Amount | Amount | Amount | Amount | |||||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Class A Units | Class B Units | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 2,006 | $ | - | 100 | $ | - | 2,642,159 | $ | 3,065,000 | 47,795,009 | $ | 5,000 | $ | 89,216,000 | $ | (81,541,000 | ) | $ | 10,745,000 | |||||||||||||||||||||||||
| Sale of common stock from private placement | ||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock from private placement, shares | ||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock from public offering | - | - | - | - | - | - | 11,915,000 | 2,000 | 18,849,000 | - | 18,851,000 | |||||||||||||||||||||||||||||||||
| Issuance of common stock from warrant exercise | - | - | - | - | - | - | 2,254,411 | - | 2,784,000 | - | 2,784,000 | |||||||||||||||||||||||||||||||||
| Issuance of common stock from option exercise | - | - | - | - | - | - | 509,465 | - | 569,000 | - | 569,000 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle note payable – related party | - | - | - | - | - | - | 194,175 | - | 200,000 | - | 200,000 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle lawsuit | - | - | - | - | - | - | 600,000 | - | 678,000 | - | 678,000 | |||||||||||||||||||||||||||||||||
| Conversion of Series A Preferred to common stock | (2,006 | ) | - | - | - | - | - | 1,978,728 | - | 348,000 | - | 348,000 | ||||||||||||||||||||||||||||||||
| Fair value of warrants issued to Series A preferred stockholders – deemed dividend | - | - | - | - | - | - | - | - | (348,000 | ) | - | (348,000 | ) | |||||||||||||||||||||||||||||||
| Fair value of common shares issued for services | - | - | - | - | - | - | 1,198,610 | - | 1,926,000 | - | 1,926,000 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle accounts payable | - | - | - | - | - | - | 10,500 | - | 19,000 | - | 19,000 | |||||||||||||||||||||||||||||||||
| Fair value of vested restricted stock awards | - | - | - | - | - | - | 889,212 | - | 1,285,000 | - | 1,285,000 | |||||||||||||||||||||||||||||||||
| Fair value of vested stock options and warrants | - | - | - | - | - | - | - | - | 1,234,000 | - | 1,234,000 | |||||||||||||||||||||||||||||||||
| Extinguishment of derivative liability upon exercise of warrants | - | - | - | - | - | - | - | - | 4,513,000 | - | 4,513,000 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle accrued expenses | - | - | - | - | - | - | 182,397 | - | 281,000 | - | 281,000 | |||||||||||||||||||||||||||||||||
| Fair value of warrants issued to officer to modify note payable | - | - | - | - | - | - | - | - | 287,000 | - | 287,000 | |||||||||||||||||||||||||||||||||
| Conversion of Class B Units to common shares | - | - | - | - | (2,642,159 | ) | (3,065,000 | ) | 2,642,159 | - | 3,065,000 | - | - | |||||||||||||||||||||||||||||||
| Fair value of warrants issued to Series A Preferred stockholders | ||||||||||||||||||||||||||||||||||||||||||||
| Class A units issued upon incorporation of Verb Acquisition Co. | ||||||||||||||||||||||||||||||||||||||||||||
| Class A units issued upon incorporation of Verb Acquisition Co. shares | ||||||||||||||||||||||||||||||||||||||||||||
| Fair value of Class B Units issued for the acquisition of Ascend Certification | ||||||||||||||||||||||||||||||||||||||||||||
| Fair value of Class B Units issued for the acquisition of Ascend Certification, shares | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (28,962,000 | ) | (28,962,000 | ) | |||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | - | $ | - | 100 | $ | - | - | $ | - | 70,169,666 | $ | 7,000 | $ | 124,906,000 | $ | (110,503,000 | ) | $ | 14,410,000 | |||||||||||||||||||||||||
For the six months ended June 30, 2022:
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Class A Units | Class B Units | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | - | $ | - | 100 | $ | - | - | $ | - | 72,942,948 | $ | 7 | $ | 129,342 | $ | (116,027 | ) | $ | 13,322 | |||||||||||||||||||||||||
| Sale of common stock from public offering | - | - | - | - | - | - | 25,844,250 | 3 | 20,147 | - | 20,150 | |||||||||||||||||||||||||||||||||
| Issuance of common stock for commitment fee related to equity line of credit agreement | - | - | - | - | - | - | 607,287 | - | - | - | - | |||||||||||||||||||||||||||||||||
| Issuance of common stock from option exercise | - | - | - | - | - | - | 332,730 | - | 377 | - | 377 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued for services | - | - | - | - | - | - | 1,291,300 | - | 1,126 | - | 1,126 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle accrued expenses | - | - | - | - | - | - | 477,038 | - | 450 | - | 450 | |||||||||||||||||||||||||||||||||
| Fair value of vested restricted stock awards, stock options and warrants | - | - | - | - | - | - | 463,234 | - | 1,468 | - | 1,468 | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (13,363 | ) | (13,363 | ) | |||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | - | $ | - | 100 | $ | - | - | $ | - | 101,958,787 | $ | 10 | $ | 152,910 | $ | (129,390 | ) | $ | 23,530 | |||||||||||||||||||||||||
TheFor the three months ended June 30, 2022:
| Preferred Stock | Class A Units | Class B Units | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | - | $ | - | 100 | $ | - | - | $ | - | 82,417,176 | $ | 8 | $ | 138,830 | $ | (123,016 | ) | $ | 15,822 | |||||||||||||||||||||||||
| Sale of common stock from public offering | - | - | - | - | - | - | 18,366,667 | 2 | 12,610 | - | 12,612 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued for services | - | - | - | - | - | - | 979,362 | - | 690 | - | 690 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle accrued expenses | - | - | - | - | - | - | 189,394 | - | 100 | - | 100 | |||||||||||||||||||||||||||||||||
| Fair value of vested restricted stock awards, stock options and warrants | - | - | - | - | - | - | 6,188 | - | 680 | - | 680 | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (6,374 | ) | (6,374 | ) | |||||||||||||||||||||||||||||||
| Balance at June 30, 2022 | - | $ | - | 100 | $ | - | - | $ | - | 101,958,787 | $ | 10 | $ | 152,910 | $ | (129,390 | ) | $ | 23,530 | |||||||||||||||||||||||||
| 7 |
For the six months ended June 30, 2021:
| Preferred Stock | Class A Units | Class B Units | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 2,006 | $ | - | 100 | $ | - | 2,642,159 | $ | 3,065 | 47,795,009 | $ | 5 | $ | 89,216 | $ | (81,541 | ) | $ | 10,745 | |||||||||||||||||||||||||
| Sale of common stock from public offering | - | - | - | - | - | - | 9,375,000 | 1 | 14,128 | - | 14,129 | |||||||||||||||||||||||||||||||||
| Issuance of common stock from warrant exercise | - | - | - | - | - | - | 1,036,600 | - | 1,103 | - | 1,103 | |||||||||||||||||||||||||||||||||
| Issuance of common stock from option exercise | - | - | - | - | - | - | 332,730 | - | 377 | - | 377 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle note payable – related party | - | - | - | - | - | - | 194,175 | - | 200 | - | 200 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle lawsuit | - | - | - | - | - | - | 600,000 | - | 678 | - | 678 | |||||||||||||||||||||||||||||||||
| Conversion of Series A Preferred to common stock | (300 | ) | - | - | - | - | - | 272,728 | - | - | - | - | ||||||||||||||||||||||||||||||||
| Fair value of common shares issued for services | - | - | - | - | - | - | 1,117,467 | - | 1,769 | - | 1,769 | |||||||||||||||||||||||||||||||||
| Fair value of vested restricted stock awards | - | - | - | - | - | - | 247,703 | - | 905 | - | 905 | |||||||||||||||||||||||||||||||||
| Fair value of vested stock options and warrants | - | - | - | - | - | - | - | - | 870 | - | 870 | |||||||||||||||||||||||||||||||||
| Extinguishment of derivative liability upon exercise of warrants | - | - | - | - | - | - | - | - | 2,300 | - | 2,300 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle accrued expenses | - | - | - | - | - | - | 182,397 | - | 281 | - | 281 | |||||||||||||||||||||||||||||||||
| Fair value of warrants issued to officer to modify note payable | - | - | - | - | - | - | - | - | 287 | - | 287 | |||||||||||||||||||||||||||||||||
| Conversion of Class B Units to common shares | - | - | - | - | (2,642,159 | ) | (3,065 | ) | 2,642,159 | - | 3,065 | - | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (20,157 | ) | (20,157 | ) | |||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | 1,706 | $ | - | 100 | $ | - | - | $ | - | 63,795,968 | $ | 6 | $ | 115,179 | $ | (101,698 | ) | $ | 13,487 | |||||||||||||||||||||||||
For the three months ended June 30, 2021:
| Preferred Stock | Class A Units | Class B Units | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 1,706 | $ | - | 100 | $ | - | - | $ | - | 62,633,282 | $ | 6 | $ | 112,978 | $ | (89,886 | ) | $ | 23,098 | |||||||||||||||||||||||||
| Fair value of common shares issued to settle note payable – related party | - | - | - | - | - | - | 194,175 | - | 200 | - | 200 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle lawsuit | - | - | - | - | - | - | 600,000 | - | 678 | - | 678 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued for services | - | - | - | - | - | - | 307,956 | - | 355 | - | 355 | |||||||||||||||||||||||||||||||||
| Fair value of vested restricted stock awards | - | - | - | - | - | - | - | - | 458 | - | 458 | |||||||||||||||||||||||||||||||||
| Fair value of vested stock options and warrants | - | - | - | - | - | - | - | - | 422 | - | 422 | |||||||||||||||||||||||||||||||||
| Extinguishment of derivative liability upon exercise of warrants | - | - | - | - | - | - | - | - | 14 | - | 14 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle accrued expenses | - | - | - | - | - | - | 60,555 | - | 74 | - | 74 | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (11,812 | ) | (11,812 | ) | |||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | 1,706 | $ | - | 100 | $ | - | - | $ | - | 63,795,968 | $ | 6 | $ | 115,179 | $ | (101,698 | ) | $ | 13,487 | |||||||||||||||||||||||||
See accompanying notes are an integral part of theseto the condensed consolidated financial statements
| Preferred Stock | Class A Units | Class B Units | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2021 | 1,706 | $ | - | 100 | $ | - | - | $ | - | 63,795,968 | $ | 6,000 | $ | 115,179,000 | $ | (101,698,000 | ) | $ | 13,487,000 | |||||||||||||||||||||||||
| Sale of common stock from public offering | - | - | - | - | - | - | 2,540,000 | 1,000 | 4,721,000 | - | 4,722,000 | |||||||||||||||||||||||||||||||||
| Issuance of common stock from warrant exercise | - | - | - | - | - | - | 1,217,811 | - | 1,681,000 | - | 1,681,000 | |||||||||||||||||||||||||||||||||
| Conversion of Series A Preferred to common stock | (1,706 | ) | - | - | - | - | - | 1,706,000 | - | 348,000 | - | 348,000 | ||||||||||||||||||||||||||||||||
| Fair value of warrants issued to Series A preferred stockholders – deemed dividend | - | - | - | - | - | - | - | - | (348,000 | ) | - | (348,000 | ) | |||||||||||||||||||||||||||||||
| Fair value of common shares issued for services | - | - | - | - | - | - | 81,143 | - | 157,000 | - | 157,000 | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued to settle accounts payable | - | - | - | - | - | - | 10,500 | - | 19,000 | - | 19,000 | |||||||||||||||||||||||||||||||||
| Fair value of vested restricted stock awards | - | - | - | - | - | - | 641,509 | - | 380,000 | - | 380,000 | |||||||||||||||||||||||||||||||||
| Fair value of vested stock options and warrants | - | - | - | - | - | - | - | - | 364,000 | - | 364,000 | |||||||||||||||||||||||||||||||||
| Extinguishment of derivative liability upon exercise of warrants | - | - | - | - | - | - | - | - | 2,213,000 | - | 2,213,000 | |||||||||||||||||||||||||||||||||
| Issuance of common stock from option exercise | - | - | - | - | - | - | 176,735 | - | 192,000 | - | 192,000 | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (8,805,000 | ) | (8,805,000 | ) | |||||||||||||||||||||||||||||||
| Balance at September 30, 2021 | - | $ | - | 100 | $ | - | - | $ | - | 70,169,666 | $ | 7,000 | $ | 124,906,000 | $ | (110,503,000 | ) | $ | 14,410,000 | |||||||||||||||||||||||||
| Preferred Stock | Class A Units | Class B Units | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2019 | 4,396 | $ | - | - | $ | - | - | $ | - | 24,496,197 | $ | 2,000 | $ | 68,028,000 | $ | (56,585,000 | ) | $ | 11,445,000 | |||||||||||||||||||||||||
| Sale of common stock from private placement | - | - | - | - | - | - | 4,237,833 | 1,000 | 4,443,000 | - | 4,444,000 | |||||||||||||||||||||||||||||||||
| Sale of common stock from public offering | - | - | - | - | - | - | 12,545,453 | 2,000 | 12,335,000 | - | 12,337,000 | |||||||||||||||||||||||||||||||||
| Issuance of common stock from warrant exercise | - | - | - | - | - | - | 1,965,594 | - | 2,165,000 | - | 2,165,000 | |||||||||||||||||||||||||||||||||
| Fair value of warrants issued to Series A Preferred stockholders | - | - | - | - | - | - | - | - | (3,951,000 | ) | - | (3,951,000 | ) | |||||||||||||||||||||||||||||||
| Conversion of Series A Preferred to common stock | (1,990 | ) | - | - | - | - | - | 1,405,274 | - | - | - | - | ||||||||||||||||||||||||||||||||
| Fair value of common shares issued for services | - | - | - | - | - | - | 962,583 | - | 1,126,000 | - | 1,126,000 | |||||||||||||||||||||||||||||||||
| Fair value of vested restricted stock awards | - | - | - | - | - | - | 1,050,856 | - | 2,211,000 | - | 2,211,000 | |||||||||||||||||||||||||||||||||
| Fair value of vested stock options and warrants | - | - | - | - | - | - | - | - | 1,463,000 | - | 1,463,000 | |||||||||||||||||||||||||||||||||
| Extinguishment of derivative liability | - | - | - | - | - | - | - | - | 159,000 | - | 159,000 | |||||||||||||||||||||||||||||||||
| Class A units issued upon incorporation of Verb Acquisition Co. | - | - | 100 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Fair value of Class B units issued for the acquisition of Ascend Certification | 2,642,159 | 3,065,000 | 3,065,000 | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (12,690,000 | ) | (12,690,000 | ) | |||||||||||||||||||||||||||||||
| Balance at September 30, 2020 | 2,406 | $ | - | 100 | $ | - | 2,642,159 | $ | 3,065,000 | 46,663,790 | $ | 5,000 | $ | 87,979,000 | $ | (69,275,000 | ) | $ | 21,774,000 | |||||||||||||||||||||||||
| 8 |
VERB TECHNOLOGY COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Preferred Stock | Class A Units | Class B Units | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2020 | 3,246 | $ | - | - | $ | - | - | $ | - | 30,267,063 | $ | 3,000 | $ | 71,399,000 | $ | (61,955,000 | ) | $ | 9,447,000 | |||||||||||||||||||||||||
| Sale of common stock from public offering | - | - | - | - | - | - | 12,545,453 | 2,000 | 12,335,000 | - | 12,337,000 | |||||||||||||||||||||||||||||||||
| Issuance of common stock from warrant exercise | 1,965,594 | 2,165,000 | 2,165,000 | |||||||||||||||||||||||||||||||||||||||||
| Conversion of Series A Preferred to common stock | (840 | ) | - | - | - | - | - | 663,341 | - | - | - | |||||||||||||||||||||||||||||||||
| Fair value of common shares issued for services | - | - | - | - | - | - | 193,533 | - | 230,000 | - | 230,000 | |||||||||||||||||||||||||||||||||
| Fair value of vested restricted stock awards | - | - | - | - | - | - | 1,028,806 | - | 1,002,000 | - | 1,002,000 | |||||||||||||||||||||||||||||||||
| Fair value of vested stock options and warrants | - | - | - | - | - | - | - | - | 689,000 | - | 689,000 | |||||||||||||||||||||||||||||||||
| Extinguishment of derivative liability | 159,000 | 159,000 | ||||||||||||||||||||||||||||||||||||||||||
| Class A units issued upon incorporation of Verb Acquisition Co. | - | - | 100 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||
| Fair value of Class B Units issued for the acquisition of Ascend Certification | 2,642,159 | 3,065,000 | 3,065,000 | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | - | (7,320,000 | ) | (7,320,000 | ) | |||||||||||||||||||||||||||||||
| Balance at September 30, 2020 | 2,406 | $ | - | 100 | $ | - | 2,642,159 | $ | 3,065,000 | 46,663,790 | $ | 5,000 | $ | 87,979,000 | $ | (69,275,000 | ) | $ | 21,774,000 | |||||||||||||||||||||||||
(in thousands)
(unaudited)
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Operating Activities: | ||||||||
| Net loss | $ | (13,363 | ) | $ | (20,157 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Share-based compensation | 2,618 | 3,666 | ||||||
| Amortization of debt discount | 908 | 1,040 | ||||||
| Amortization of debt issuance costs | 264 | - | ||||||
| Change in fair value of derivative liability | (2,162 | ) | 1,945 | |||||
| Debt extinguishment, net | - | (1,030 | ) | |||||
| Depreciation and amortization | 804 | 814 | ||||||
| Loss on lease termination | 22 | - | ||||||
| Loss on disposal of property and equipment | 10 | (6 | ) | |||||
| Allowance for doubtful accounts | 378 | 249 | ||||||
| Effect of changes in assets and liabilities: | ||||||||
| Accounts receivable | (812 | ) | (253 | ) | ||||
| Prepaid expenses and other current assets | (4 | ) | (334 | ) | ||||
| Operating lease right-of-use assets | 172 | 281 | ||||||
| Accounts payable, accrued expenses, and accrued interest | 183 | 740 | ||||||
| Contract liabilities | 628 | 271 | ||||||
| Deferred incentive compensation | (377 | ) | (521 | ) | ||||
| Operating lease liabilities | (271 | ) | (325 | ) | ||||
| Net cash used in operating activities | (11,002 | ) | (13,620 | ) | ||||
| Investing Activities: | ||||||||
| Proceeds from sale of property and equipment | 3 | 11 | ||||||
| Capitalized software development costs | (4,108 | ) | - | |||||
| Purchases of property and equipment | (24 | ) | - | |||||
| Purchases of intangible assets | (82 | ) | - | |||||
| Net cash provided by (used in) investing activities | (4,211 | ) | 11 | |||||
| Financing Activities: | ||||||||
| Proceeds from sale of common stock | 20,150 | 14,129 | ||||||
| Proceeds from notes payable | 6,000 | - | ||||||
| Advances on future receipts | - | 7,368 | ||||||
| Proceeds from warrant exercise | - | 1,103 | ||||||
| Payment of notes payable | (1,896 | ) | - | |||||
| Payment of advances on future receipts | (4,363 | ) | (4,734 | ) | ||||
| Proceeds from option exercise | 377 | 377 | ||||||
| Payment for debt issuance costs | (445 | ) | - | |||||
| Net cash provided by financing activities | 19,823 | 18,243 | ||||||
| Net change in cash | 4,610 | 4,634 | ||||||
| Cash - beginning of period | 937 | 1,815 | ||||||
| Cash - end of period | $ | 5,547 | $ | 6,449 | ||||
TheSee accompanying notes are an integral part of theseto the condensed consolidated financial statements
| 9 |
VERB TECHNOLOGY COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| 2021 | 2020 | |||||||
| Nine Months Ended | ||||||||
| September 30, 2021 | September 30, 2020 | |||||||
| Operating Activities: | ||||||||
| Net loss | $ | (28,962,000 | ) | $ | (12,690,000 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Fair value of common shares issued for services and vested stock options and warrants | 4,652,000 | 4,796,000 | ||||||
| Financing cost | - | 248,000 | ||||||
| Amortization of debt discount | 1,537,000 | 384,000 | ||||||
| Change in fair value of derivative liability | 2,086,000 | (4,295,000 | ) | |||||
| Debt extinguishment costs, net | (1,112,000 | ) | - | |||||
| Depreciation and amortization | 1,214,000 | 1,108,000 | ||||||
| Amortization of right-of-use assets | 424,000 | 407,000 | ||||||
| Allowance for inventory | - | 28,000 | ||||||
| Disposal of property and equipment | (6,000 | ) | - | |||||
| Allowance for doubtful accounts | 151,000 | (14,000 | ) | |||||
| Effect of changes in assets and liabilities: | ||||||||
| Accounts receivable | (721,000 | ) | 152,000 | |||||
| Prepaid expenses and other assets | (330,000 | ) | (175,000 | ) | ||||
| Inventory | 29,000 | 63,000 | ||||||
| Deferred incentive compensation | (521,000 | ) | - | |||||
| Accounts payable, accrued expenses, and accrued interest | 3,198,000 | 646,000 | ||||||
| Operating lease liability | (493,000 | ) | (286,000 | ) | ||||
| Deferred revenue and customer deposits | 631,000 | (162,000 | ) | |||||
| Net cash used in operating activities | (18,223,000 | ) | (9,790,000 | ) | ||||
| Investing Activities: | ||||||||
| Proceeds from the sale of property and equipment | 11,000 | - | ||||||
| Cash acquired upon acquisition of subsidiary | - | 229,000 | ||||||
| Capitalized software development costs | (2,329,000 | ) | - | |||||
| Purchase of property and equipment | (26,000 | ) | (317,000 | ) | ||||
| Net cash used in investing activities | (2,344,000 | ) | (88,000 | ) | ||||
| Financing Activities: | ||||||||
| Proceeds from sale of common stock | 18,851,000 | 16,781,000 | ||||||
| Proceeds from notes payable | - | 1,367,000 | ||||||
| Advances on future receipts | 7,368,000 | 728,000 | ||||||
| Proceeds from warrant exercise | 2,784,000 | 2,165,000 | ||||||
| Proceeds from option exercise | 569,000 | - | ||||||
| Payment of advances of future receipts | (7,162,000 | ) | (1,424,000 | ) | ||||
| Net cash provided by financing activities | 22,410,000 | 19,617,000 | ||||||
| Net change in cash | 1,843,000 | 9,739,000 | ||||||
| Cash - beginning of period | 1,815,000 | 983,000 | ||||||
| Cash - end of period | $ | 3,658,000 | $ | 10,722,000 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | 112,000 | $ | 100,000 | ||||
| Cash paid for income taxes | 1,000 | - | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of note payable upon acquisition of subsidiary | $ | - | $ | 1,885,000 | ||||
| Fair value of common stock issued for subscription agreement | - | 340,000 | ||||||
| Fair value of restricted awards returned | - | 485,000 | ||||||
| Fair value of derivative liability extinguished | 4,513,000 | - | ||||||
| Fair value of class B units issued upon acquisition of subsidiary | - | 3,065,000 | ||||||
| Fair value of common shares issued to settle accounts payable | 19,000 | - | ||||||
| Fair value of common shares issued to settle accrued expenses | 281,000 | - | ||||||
| Reclassification of Class B upon conversion to common stock | 3,065,000 | - | ||||||
| Fair value of common stock issued to settle notes payable – related party | 200,000 | - | ||||||
| Fair value of common stock received in exchange for employee’s payroll taxes | 130,000 | - | ||||||
| Fair value of common stock issued for future services | 164,000 | - | ||||||
| Discount recognized from advances on future receipts | 2,484,000 | - | ||||||
| Fair value of derivative liability from issuance of warrants to Series A stockholders considered as a deemed dividend | - | 3,951,000 | ||||||
| Fair value of debt forgiveness | 1,400,000 | - | ||||||
| Assets acquired from the acquisition of subsidiary | - | 449,000 | ||||||
| Liabilities assumed from the acquisition of subsidiary | - | 743,000 | ||||||
| Fair value of warrants issued to Series A preferred stockholders - deemed dividend | 348,000 | - | ||||||
| Fair value of common stock issued to settle lawsuit | $ | 678,000 | $ | - | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements
VERB TECHNOLOGY COMPANY, INC.
Notes to Condensed Consolidated Financial Statements
For the threeThree and nine months ended SeptemberSix Months Ended June 30, 20212022 and 20202021
(Unaudited)(in thousands, except share and per share data)
(unaudited)
1. DESCRIPTION OF BUSINESS
OrganizationOur Business
References in this documentQuarterly Report to the “Company,” “Verb,” “we,” “us,” or “our” are intended to mean Verb Technology Company, Inc., individually, or astogether with its consolidated subsidiaries unless the context requires, collectively with its subsidiaries on a consolidated basis.otherwise requires. Throughout this Quarterly Report, we use the terms “client” and “customer” interchangeably.
Cutaia Media Group, LLC (“CMG”) was organized as a limited liability company under the laws of the State of Nevada on December 12, 2012. On May 19, 2014, CMG merged into bBooth, Inc. and bBooth, Inc., thereafter, changed its name to bBooth (USA), Inc., effective as of October 16, 2014.
On October 16, 2014, bBoothUSA was acquired by Global System Designs, Inc. (“GSD”), pursuant to a Share Exchange Agreement entered into with GSD (the “Share Exchange Agreement”). GSD was incorporated in the State of Nevada on November 27, 2012. The acquisition was accounted for as a reverse merger transaction. In connection with the closing of the transactions contemplated by the Share Exchange Agreement, GSD’s management was replaced by bBoothUSA’s management, and GSD changed its name to bBooth, Inc.
On April 21, 2017, we changed our corporate name from bBooth, Inc. to nFüsz, Inc. The name change was effected through a parent/subsidiary short-form merger of nFüsz, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us.
On February 1, 2019, we changed our corporate name from nFüsz, Inc. to Verb Technology Company Inc. The name change was effected through a parent/subsidiary short-form merger of Verb Technology Company, Inc., our wholly-owned Nevada subsidiary, formed solely for the purpose of the name change, with and into us.
On February 4, 2019, we implemented a 1-for-15 reverse stock split (the “Reverse Stock Split”) of our common stock, $ par value per share (the “Common Stock”). As a result of the Reverse Stock Split, every fifteen (15) shares of our pre-Reverse Stock Split Common Stock were combined and reclassified into one share of our Common Stock. The number of shares of Common Stock subject to outstanding options, warrants, and convertible securities were also reduced by a factor of fifteen as of February 1, 2019. The par value per share of our Common Stock was not affected by the Reverse Stock Split.
On April 12, 2019, we acquired Sound Concepts Inc. (“Sound Concepts”). The acquisition was intended to augment and diversify Verb’s internet and Software-as-a-Service (“SaaS”) business (see Note 3).
On September 4, 2020, Verb Acquisition Co., LLC (“Verb Acquisition”), a subsidiary of the Company, acquired Ascend Certification, LLC, dba SoloFire (“SoloFire”) The acquisition was intended to augment and diversify Verb’s internet and SaaS business (see Note 3).
Nature of Business
We areis a SaaS applications platform developer. Our platform is comprised of a suite of interactive video-based sales enablement business software products marketed on a subscription basis. Our applications, available in both mobile and desktop versions, are offered as a fully integrated suite, as well as on a standalone basis, and include verbCRM, our Customer Relationship Management (“CRM”) application, verbLEARN, our Learning Management System application, verbLIVE, our Live Stream eCommerce application, verbPULSE, our business/augmented intelligence notification and sales coach application, and verbTEAMS, our self-onboarding video-based CRM and content management application for professional sports teams, small business and solopreneurs, with seamless synchronization with Salesforce, that also comes bundled with verbLIVE, and more recently, we introduced verbMAIL, our interactive video-based sales communication tool integrated into Microsoft Outlook. MARKET.live is our multi-vendor, multi-presenter, livestream social shopping platform that combines ecommerce and entertainment.
We provideThe Company also provides certain non-digital services to some of ourits enterprise clients such as printing and fulfillment services.
Economic Disruption
Our business is dependent in part on general economic conditions. Many jurisdictions in which our customers are located and our products are sold have experienced and could continue to experience unfavorable general economic conditions, such as inflation, increased interest rates and recessionary concerns, which could negatively affect demand for our products. Under difficult economic conditions, customers may seek to cease spending on our current products or fail to adopt our new products, which could negatively affect our financial performance. We design and print welcome kits and starter kits for their marketing needs and provide fulfillment services, which consistcannot predict the timing or magnitude of managingan economic slowdown or the preparation, handling and shippingtiming or strength of our client’s custom-branded merchandise they use for marketing purposes at conferencesany economic recovery. These and other events,economic factors could have a material adverse effect on our business, financial condition, and product sample packs that verbCRM users order through the app for automated delivery and tracking to their customers and prospects. We use the term “client” and “customer” interchangeably.results of operations.
COVID-19
As of the date of this filing, there continuecontinues to be widespread concernsconcern regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. Our sales team reported a higher level of interest in our digital products and services during the three and nine months ended September 30, 2021 compared to the same period in 2020. However, our non-digital services have been negatively impacted during the three and nine months ended September 30, 2021 compared to the same period in 2020. Although the impacts of the COVID-19 pandemic on our business have not been material to date, a prolonged downturn in economic conditions as a result of the pandemic could have a material adverse effect on our customers and demand for our services. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic.products. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse resultsimpacts of the outbreak and its effectspandemic, or other outbreaks of communicable diseases, on the Company’s business, orfinancial condition and results of operations, financial condition, or liquidity.operations.
As of September 30, 2021, we continue to actively communicate with and listen to our customers to ensure we are responding to their needs in the current environment with innovative solutions that will not only be beneficial now but also over the long-term. We monitor developments related to COVID-19 and remain flexible in our response to the challenges presented by the pandemic. To mitigate the adverse impact COVID-19 may have on our business and operations, we implemented a number of measures in the year ended December 31, 2020 to protect the health and safety of our employees, as well as to strengthen our financial position. These efforts include eliminating, reducing, or deferring non-essential expenditures, as well as complying with local and state government recommendations to protect our workforce.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES
Basis of Presentation
The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 filed with the SEC on March 31, 20212022 (the “2020“2021 Annual Report”). The consolidated balance sheet as of December 31, 20202021 included herein was derived from the audited consolidated financial statements as of that date.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (including normal recurring adjustments) necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.
Principles of Consolidation
The condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of Verb, Technology Company, Inc., Verb Direct, LLC, and Verb Acquisition Co., LLC, and verbMarketplace, LLC. IntercompanyAll intercompany accounts have been eliminated in the consolidation.
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Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, during the ninesix months ended SeptemberJune 30, 2021,2022, the Company incurred a net loss of $28,962,000 13,363and used cash in operations of $18,223,00011,002. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of thethese financial statements beingwere issued. In addition, our independent registered public accounting firm, in their report on our audited financial statements for the year ended December 31, 2020, raised substantial doubt about the Company’s ability to continue as a going concern.
The abilityOn January 12, 2022, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Tumim Stone Capital LLC (the “Investor”). Pursuant to the agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $50,000 of newly issued shares (the “Total Commitment”) of the Company’s common stock, par value $ per share (the “Common Stock”) from time to time during the term of the agreement, subject to certain limitations and conditions. The Total Commitment is inclusive of shares of Common Stock (the “Commitment Shares”), issued to the Investor as consideration for its commitment to purchase shares of Common Stock under the Common Stock Purchase Agreement.
On January 12, 2022, the Company also entered into a securities purchase agreement with three institutional investors (collectively, the “Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $6,300 in convertible notes due January 2023 (each, a “Note,” and, collectively, the “Notes,” and such financing, the “Note Offering”). The Company and the Note Holders also entered into a security agreement, dated January 12, 2022, in connection with the Note Offering, pursuant to continue aswhich the Company granted a going concern is dependent uponsecurity interest to the Note Holders in substantially all of its assets.
On April 20, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”), which provides for the sale and issuance by the Company of an aggregate of (i) shares of the Company’s abilitycommon stock, $par value per share, at a purchase price of $per share, and (ii) warrants to raise additional fundspurchase 14,666,667 shares of the common stock at an exercise price of $0.75 per share, for aggregate gross proceeds of $11,000 before deducting placement agent commissions and implement its business plan.other offering expenses (the “Registered Direct Offering”). The financial statements do not include any adjustments that might be necessary ifPurchase Agreement, among other things, restricts us from selling shares of Common Stock pursuant to the Common Stock Purchase Agreement and pursuant to an “at-the-market” offering previously entered into with Truist Securities. As a result of this transaction, certain of our Series A warrants which previously had exercise prices ranging from $1.10 to $2.10 per share were repriced to $0.75 per share. As a result of entering into the Purchase Agreement, the Company repaid $1,650 in principal payments of the Notes issued pursuant to the Note Offering.
If the Company is unable to continue as a going concern.
Our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flowsflow from operations to meet our obligations. We intend to continueoperate its business and pay its debt obligations as they become due, it may need to seek to raise additional debtcapital, borrow additional funds, dispose of assets, reduce or equity financing to continue our operations.delay capital expenditures, or change its business strategy. There iscan be no assurance that wethe Company will ever be profitable or that debt or equity financing will be available in the amounts, on terms, or at times deemed acceptable by the Company. The issuance of additional equity securities would result in significant dilution in the equity interests of our current stockholders and could include rights or preferences senior to us. The consolidatedthose the current stockholders. Obtaining commercial loans would increase the Company’s liabilities and future cash commitments and potentially impose significant operational or financial statements do not include any adjustmentsrestrictions. If the Company is unable to reflect the possible future effects on the recoverability and classification of assets orobtain financing in the amounts and classifications of liabilities thaton terms deemed acceptable, the Company may result should we be unable to continue its business, as planned, and as a going concern.result may be required to scale back or cease operations, which may result in the stockholders losing some or all of their investment.
For additional information, refer to Note 1 to the condensed consolidated financial statements, and the section titled “Risk Factors”, within the 2021 Annual Report.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, and other factors that management believes to be reasonable. In addition, the Company has considered the potential impact of the pandemic, as well as certain macroeconomic factors, including inflation, rising interest rates, and recessionary concerns, on its business and operations.
Significant estimates include assumptions made in analysis of reserves for allowance of doubtful accounts, inventory, assumptions made in purchase price allocations, impairment testing of long-term assets, realization of deferred tax assets, determining fair value of derivative liabilities, and valuation of equity instruments issued for services. AmountsSome of those assumptions can be subjective and complex, and therefore, actual results could differ materially change in the future.from those estimates under different assumptions or conditions.
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Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company derives its revenue primarily from providing application services through the SaaS application, digital marketing and sales support services, from the saleservices.
A description of customized print products and training materials, branded apparel, and digital tools,our principal revenue generating activities is as demanded by its customers.follows:
| 1. | Digital Revenue which is divided into two main categories: |
| a. | SaaS recurring digital revenue based on contract-based subscriptions to verb app products and platform services which include verbCRM, verbLEARN, verbLIVE, verbTEAMS, and verbPULSE. The revenue is recognized straight-line over the subscription period. |
| b. | Non-SaaS, non-recurring digital revenue, which is revenue generated by the use of app products and in-app purchases, such as sampling and other services obtained through the app. The revenue for samples is recognized upon completion and shipment, while the design fees are recognized when the service has been rendered and the app is delivered to the customer. |
Subscription revenue from the application services is recognized over the life of the estimated subscription period. The Company also charges certain customers setup or installation fees for the creation and development of websites and phone application.mobile applications. These fees are accounted for as part of deferred revenuecontract liabilities and amortized over the estimated life of the agreement. Amounts related to shipping and handling that are billed to customers are reflected as part of revenue, and the related costs are reflected in cost of revenue in the accompanying Condensed Consolidated Statements.
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Pursuant to ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is measured as the amount of consideration we expectexpected to receivebe received in exchange for transferring the products or services to a customer.
| 2. | Non-digital revenue, which is revenue generated from non-app, non-digital sources through ancillary services provided as an accommodation to clients and customers. These services, which are now outsourced to a strategic partner as part of a cost reduction plan instituted in 2020, include design, printing services, fulfillment and shipping services. The revenue is recognized upon completion and shipment of products or fulfillment to the customer. Effective April 1, 2022, the Company entered into a customer referral agreement with a third party for its cart site and printing business. Under the agreement, the Company will earn a certain percentage for customer referrals and merchandise sales as well as a cart site design fee, all of which will be recognized as non-digital revenue on a net basis. |
The non-digital products sold by us are distinctly individual. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Other than promotional activities, which can vary from time to time but nevertheless are entirely within the Company’s control, contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time.
The control of products we sell transfers to our customers upon shipment from our facilities, and our performance obligations are satisfied at that time. ShippingAmounts related to shipping and handling activitiesthat are performed beforebilled to customers are reflected as part of revenue, and the customer obtains controlrelated costs are reflected in cost of revenue in the goods and, therefore, represent a fulfillment activity rather than promised goods to the customer. Payment for sales is generally made by check, credit card, or wire transfer.accompanying condensed consolidated statements of operations. Historically, we have not experienced any significant payment delays from customers.
We allow The Company allows returns within 30 days of purchase from end-users. Our customersCustomers may return purchased products to us under certain circumstances. Returns from customers in the past and during the three and ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020 arewere immaterial.
A description of our principal revenue generating activities is as follows:
Revenues during the three and ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020 were substantially all generated from clients and customers located within the United States of America, though some utilize the Company’s applications outside the United States of America.
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Cost of Revenue
Cost of revenue primarily consists of the salaries of certain employees and contractors, digital content costs, purchase price of consumer products, digital content costs, packaging supplies, and customer shipping and handling expenses. Shipping costs to receive products from our suppliers are included in our inventory and recognized as cost of revenue upon sale of products to our customers.
Assets Recognized from the Costs to Obtain a Contract with a Customer
The Company considered certain internal sales commissions as incremental costs of obtaining the contract with a customer. Internal sales commissions for subscription offerings where the Company expect the benefit of those costs to continue throughout the subscription are capitalized and amortized ratably over the period of benefit, which generally ranges over a period of one year. Total capitalized costs to obtain a contract are not significant and are included in prepaid expenses and other current assets and other assets on our consolidated balance sheets.
Deferred Revenue and Customer Deposits - Contract Liabilities
Contract liabilities representsrepresent consideration received from customers under a revenue contract, butcontracts for which the Company has not yet delivered or completed its performance obligation to the customer.
Concentration of Credit and Other Risks Contract liabilities are recognized over the contract period.
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250,000.
The Company extends limited credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. The Company believes that any concentration of credit risk in its accounts receivable is substantially mitigated by the Company’s evaluation process, relatively short collection terms and the high level of credit worthiness of its customers.
The Company’s concentration of credit risk includes its concentrations from key customers and vendors. As of September 30, 2021, we had two vendors that account for 20% and 16% of our purchases individually and 36% in aggregate. In addition, we had one vendor that accounted for 40% of accounts payable individually and in aggregate as of September 30, 2021.
As of September 30, 2021, we had one customer that accounted for 10% of our accounts receivable individually and in the aggregate.
During the three and nine months ended September 30, 2021 and 2020, we had no customer that accounted for 10% of our revenues individually and in the aggregate.
Derivative Financial InstrumentsCapitalized Software Development Costs
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjusted to fair value of derivatives.
Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential shares of Common Stock that were outstanding during the period. Dilutive potential shares of Common Stock consist of incremental shares of Common Stock issuable upon exercise of stock options. No dilutive potential shares of Common Stock were included in the computation of diluted net loss per share because their impact was anti-dilutive.
As of September 30, 2021, and 2020, the Company had total outstanding options of and , respectively, stock warrants of and , respectively, outstanding restricted stock awards of and , respectively, and and common shares issuable from our Class B Units, respectively, which were excluded from the computation of net loss per share because they are anti-dilutive.
Capitalized software development costs
The Company capitalizes internal and external costs directly associated with developing internal-use software, and hosting arrangements that include an internal-use software license, during the application development stage of its projects. The Company’s internal-use software is reported at cost less accumulated depreciation. Depreciation begins once the project has been completed and is ready for its intended use. The Company will depreciate the asset on a straight-line basis over a period of three years,, which is the estimated useful life. Software maintenance activities or minor upgrades are expensed in the period performed. During the threeAs of June 30, 2022 and nine months ended September 30,December 31, 2021, and 2020, the Company capitalized $2,329,0006,461 and $04,348, respectively, in software development costs and recorded as part of property and equipment.capitalized software development costs in the condensed consolidated balance sheets (see Note 3).
Depreciation expense related to capitalized software development costs will beare recorded in Costcost of revenue onin the condensed consolidated statements of operations. There has beenwas 0 depreciation expense related to capitalized software development costs for the three and ninesix months ended SeptemberJune 30, 20212022 and 20202021 as the software hashad not been completed and utilized.
Goodwill
In accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 350, Intangibles-Goodwill and Other, the Company reviews the recoverabilityutilized as of the carrying value of goodwill at least annually or whenever events or circumstances indicate a potential impairment. The Company’s impairment testing is performed annually at December 31 (its fiscal year end). Recoverability of goodwill is determined by comparing the fair value of Company’s reporting unit to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. As of September 30, 2021 and December 31, 2020, management determined there were no indications of impairment. The Company will perform their next impairment analysis in December 2021.
Intangible Assets with Finite Useful Lives
We have certain finite lived intangible assets that were initially recorded at their fair value at the time of acquisition. These intangible assets consist of developed technology. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of five years.
We review all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. As of September 30, 2021, and December 31, 2020, there was no impairment of intangible assets. The Company will perform their next impairment analysis in December 2021.balance sheet dates.
Fair Value of Financial Instruments
The Company follows the guidance of FASB ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. FASB ASC 820 establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
The three (3) levels of fair value hierarchy defined by ASC 820 are described below:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3: | Pricing inputs that are generally observable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values of financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities.financial instruments.
SegmentsDerivative Financial Instruments
The Company has acquired two operating subsidiaries, Verb Directevaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and Ascend Certification (dba “SoloFire”) (see Note 3)is then re-valued at each reporting date, with various revenue channels. Operationschanges in the fair value reported in the condensed consolidated statements of these two subsidiariesoperations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are integrated since they haveclassified in the condensed consolidated balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a similar customer baseBinomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjusted to fair value of derivatives.
The Company issues stock options and warrants, shares of common stock and restricted stock units as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. The fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our common stock and is recognized as expense over the service period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company hashad paid cash for services.
Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential shares of common stock that were outstanding during the period. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise.
As of June 30, 2022, and 2021, the Company had total outstanding options of and , respectively, warrants of and , respectively, outstanding restricted stock units of and , respectively, and Convertible Notes Due 2023 that are convertible into 1,495,289 and 0 shares at $3.00 per share, respectively, which were all excluded from the computation of net loss per share because they are anti-dilutive.
Concentration of Credit and Other Risks
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a single sales team, marketing department, customer service department, operations department, financelimited number of financial institutions. The balances held at any one financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $250.
The Company evaluates the concentration of credit risk associated with key customers. During the three and accounting departmentsix months ended June 30, 2022 and 2021, we had no customers that accounted for 10% of our revenues individually or in the aggregate.
The Company extends limited credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its operations. In accordance with the “Segment Reporting” Topiccustomers and maintains an allowance for doubtful accounts and sales credits. The Company believes that any concentration of the ASC,credit risk in its accounts receivable is substantially mitigated by the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determinedevaluation process, relatively short collection terms and credit worthiness of its customers.
As of June 30, 2022 and December 31, 2021, we had no customers that accounted for 10% of our accounts receivable individually or in the aggregate.
The Company has onlyalso evaluates the concentration of credit risk associated with key vendors. For the three and six months ended June 30, 2022, we had one reporting unit or segment.vendor that accounted for 44% and 41%, respectively, of our purchases individually and in the aggregate. For the three and six months ended June 30, 2021, we had one vendor that accounted for 30% and 28%, respectively, of our purchases individually and in the aggregate. As of June 30, 2022 and December 31, 2021, we had one vendor that accounted for 41% and 40%, respectively, of accounts payable individually and in the aggregate.
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Supplemental Cash Flow Information
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION
Six Months Ended June 30, | ||||||||
2022 | 2021 | |||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | 95 | $ | 34 | ||||
| Cash paid for income taxes | 1 | 1 | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Fair value of derivative liability extinguished | - | 2,300 | ||||||
| Fair value of common shares issued to settle accrued expenses | 450 | 281 | ||||||
| Reclassification of Class B Units upon conversion to common stock | - | 3,065 | ||||||
| Fair value of common stock issued to settle notes payable – related party | - | 200 | ||||||
| Fair value of common stock received in exchange for employee’s payroll taxes | 6 | 130 | ||||||
| Fair value of common stock issued for future services | - | 164 | ||||||
| Discount recognized from advances on future receipts | - | 1,986 | ||||||
| Fair value of common stock issued to settle lawsuit | - | 678 | ||||||
| Accrued software development costs | 105 | - | ||||||
| Discount recognized from notes payable | 300 | - | ||||||
| Derecognition of operating lease right-of-use assets | 543 | - | ||||||
| Derecognition of operating lease liabilities | 521 | - | ||||||
| Recognition of operating lease right-of-use asset and related lease liability | 212 | - | ||||||
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a small business filer, the standard will be effective for us for interim and annual reporting periods beginning after December 15, 2022. Management is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures.Recently Adopted Accounting Pronouncements
In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)815-40).” ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the effective interest rate of convertible debt instruments will be closer to the coupon interest rate. Further, the diluted net income per share calculation for convertible instruments will require the Company to use the if-converted method. ASU 2020-06 will be effective January 1, 2024, for the Company and is to be adopted through a cumulative-effect adjustment to the opening balance of retained earnings. Early adoption is permitted, but no earlier than January 1, 2021, including interim periods within that year. Management is currently evaluatingEffective January 1, 2022, the effect of the adoption ofCompany early adopted ASU 2020-06 on the consolidated financial statements, but currently doesand that adoption did not believe ASU 2020-06 will have a significantany material impact on the Company’s accounting for its convertible debt instruments. The effect will largely depend onconsolidated financial statements or the composition and terms of the financial instruments at the time of adoption.related disclosures.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. An issuer measures the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange. ASU 2021-04 introduces a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. Early adoption is permitted for all entities, including adoption in an interim period. If an entity elects to early adoptThe Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any material impact on the Company’s consolidated financial statements or the related disclosures.
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In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. ASU 2021-08 will require companies to recognize and measure contract assets and contract liabilities relating to contracts with customers that are acquired in a business combination in accordance with ASC 606. Under current GAAP, an interim period,acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the guidance should be appliedacquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company adopted this ASU as of January 1, 2022 on a prospective basis and the adoption impact of the new standard will depend on the magnitude of future acquisitions. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.
In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance. ASU 2021-10 increases the transparency of government assistance including the disclosure of (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on an entity’s financial statements. The ASU is effective for fiscal years beginning after December 15, 2021. The Company adopted this ASU as of January 1, 2022 on a prospective basis. The adoption of this standard did not have any material impact on the Company’s consolidated financial statements or the related disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year that includes that interim period. The adoptionfirst reporting period in which the guidance is effective. As a small business filer, ASU 2020-06 will be effective January 1, 2024, for the Company and the provisions of ASU 2021-04this update can be adopted using either the modified retrospective method or a fully retrospective method. Management is not expected to have a materialcurrently assessing the impact of adopting this standard on the Company’s consolidated financial statements or the related disclosures.
3. CAPITALIZED SOFTWARE DEVELOPMENT COSTS
In 2020, the Company began developing MARKET, a livestream ecommerce platform, and has capitalized $6,461 and $4,348 of internal and external development costs as of June 30, 2022 and December 31, 2021, respectively. In October 2021, the Company entered into a 10-year license and services agreement with a third party (the “Primary Contractor”) to develop certain components of MARKET. The Primary Contractor’s fees for developing such components, including the license fee, is $5,750. As of June 30, 2022, the Company’s remaining software development obligation to the Primary Contractor was $105. The Primary Contractor was paid an additional $500 bonus in April 2022 for services rendered pursuant to the license and service agreement. In addition, as of June 30, 2022 and December 31, 2021, the Company had paid or accrued $389 and $248, respectively, of other capitalized software development costs.
Other recent accounting pronouncements issued by FASB, including its Emerging Issues Task Force,
There has been 0 amortization expense related to capitalized software development costs for the American Institute of Certified Public Accountants,three and six months ended June 30, 2022 and 2021.
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Option to Acquire Primary Contractor
In August 2021, the Company entered into a term sheet that provided the Company the option to purchase the Primary Contractor assuming certain conditions are met. In November 2021, the Company exercised this option. The Company and the Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impactPrimary Contractor subsequently reached an agreement-in-principle on the terms for the Company’s present acquisition of the Primary Contractor, the final consummation of which is subject to the execution of a share purchase agreement (the “SPA”) and the completion of an audit of the Primary Contractor that is satisfactory to the Company (the “Primary Contractor Audit”), as well as the fulfillment by the Primary Contractor of certain other conditions set forth in the term sheet. The term sheet stipulates that if the Company had entered into the SPA and the Primary Contractor successfully completed the Primary Contractor Audit prior to May 15, 2022 (or a subsequent mutually agreed upon date) and thereafter determines not to consummate the acquisition of the Primary Contractor, the Company would have been liable for a $1,000 break-up fee payable to the Primary Contractor. However, as of the date of the issuance of these financial statements, the SPA has not been executed and the Primary Contractor Audit is ongoing. The parties are in discussions regarding the transaction. Based on the term sheet, the purchase price for the Primary Contractor would be $12,000, which can be paid in cash and/or stock, although the final terms of the acquisition will be set forth in the SPA. There can be no assurance that the acquisition will be completed on the terms set forth in the term sheet or at all.
4. INTANGIBLE ASSETS
Intangible assets, net consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
June 30, 2022 | December 31, 2021 | |||||||
| Amortizable finite-lived intangible assets | $ | 7,399 | $ | 7,317 | ||||
| Accumulated amortization | (4,523 | ) | (3,806 | ) | ||||
| Finite-lived intangible assets, net | 2,876 | 3,511 | ||||||
| Indefinite-lived intangible assets | 442 | 442 | ||||||
| Intangible assets, net | $ | 3,318 | $ | 3,953 | ||||
Amortizable finite-lived intangible assets are being amortized over a period of three to five years. There were 0 impairment charges incurred in the periods presented. During the three and six months ended June 30, 2022 and 2021, the Company recorded amortization expense of $351 and $355, respectively, and $717 and $725, respectively.
The expected future consolidated financial statements.amortization expense for amortizable finite-lived intangible assets as of June 30, 2022, is as follows:
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE
| Year ending | Amortization | |||
| 2022 remaining | $ | 717 | ||
| 2023 | 1,386 | |||
| 2024 | 573 | |||
| 2025 | 200 | |||
| Total amortization | $ | 2,876 | ||
5. OPERATING LEASES
On January 3, 2022, the Company terminated the lease agreements relating to our office and warehouse leases in American Fork, Utah. In accordance with ASC 842, the Company derecognized the right-of-use assets of $543 and the corresponding lease liabilities of $521, resulting in a loss on lease termination of $22.
On April 26, 2022, the Company entered into an office space sub-lease agreement. The agreement requires us to pay $12 per month for an initial term of eighteen months, which increases by 3% per annum after twelve months. In accordance with ASC 842, the Company recognized a right-of-use asset and the related lease liability of $212 on the commencement date of the lease.
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3. ACQUISITIONS
The Company made the following acquisitions in order to augment and diversify its internet and SaaS business:
On April 12, 2019, Verb completed the acquisition of Verb Direct (formerly Sound Concepts, Inc.). As a result of this acquisition, the Company recorded goodwill of $16,337,000 and intangible assets of $6,340,000. The goodwill recognized is primarily attributable to anticipated synergies from future growth and is not expected to be deductible for tax purposes. Goodwill is not amortized but will be tested for impairment on an annual basis. The intangible assets, which consist mostly of developed technology of $4,700,000 are being amortized over five years, customer relationships of $1,200,000 are being amortized on an accelerated basis over its estimated useful life of five years and domain names of $440,000 are determined to have infinite lives but will be tested for impairment on an annual basis.
On September 4, 2020, Verb Acquisition Co., LLC (“Verb Acquisition”), a subsidiary of the Company, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Ascend Certification, LLC, dba SoloFire (“SoloFire”), the sellers party thereto (collectively, the “Sellers”), and Steve Deverall, solely in his capacity as the seller representative, under which Sellers sold their entire interest in SoloFire, representing all of the outstanding limited liability company membership interests of SoloFire, to Verb Acquisition for a base purchase price of $5,700,000, subject to certain post-closing adjustments totaling $750,000 for an adjusted purchase price of $4,950,000. As a result, Verb Acquisition issued to the Sellers an amended promissory note of $1,885,000 and Class B Units of Verb Acquisition which were exchangeable for shares of Verb’s Common Stock with an estimated fair value of $3,065,000 (see Note 16) for a total purchase price of $4,950,000. The promissory note was unsecured, bore interest at a rate of 0.14% per annum and was paid in full at maturity on October 1, 2020.
The acquisition was intended to augment and diversify Verb’s SaaS business. Key factors that contributed to the recorded goodwill and intangible assets in the aggregate of $4,845,000 were the opportunity to consolidate and complement existing operations of Verb, certain software and customer list, and the opportunity to generate future synergies within the SaaS business.
Verb is required to allocate the purchase price to the acquired tangible assets, identifiable intangible assets, and assumed liabilities based on their fair values. Pursuant to current accounting guidelines, the Company had one year to finalize the purchase price allocation. As a result, in September 2021, management finalized the purchase price allocation. The following table summarizes the fair value of the assets assumed and liabilities acquired and the purchase price allocation on the date of acquisition:
SCHEDULE OF FAIR VALUE OF ASSETS ASSUMED AND LIABILITIES ACQUIRED
| Assets Acquired: | ||||||||
| Cash | $ | 229,000 | ||||||
| Accounts receivable | 207,000 | $ | 436,000 | |||||
| Liabilities Assumed: | ||||||||
| Current liabilities | (241,000 | ) | ||||||
| Long-term liabilities | (90,000 | ) | (331,000 | ) | ||||
| Intangible assets | 1,419,000 | |||||||
| Goodwill | 3,426,000 | |||||||
| Purchase Price | $ | 4,950,000 |
The goodwill recognized in connection with the acquisition is primarily attributable to anticipated synergies from future growth and is not expected to be deductible for tax purposes. Goodwill is not amortized but will be tested for impairment on an annual basis.
The intangible assets, which consist of developed technology of $1,400,000 are being amortized over five years, customer relationships of $17,000 are being amortized over three years, and domain names of $2,000 are determined to have infinite lives but will be tested for impairment on an annual basis.
During the nine months ended September 30, 2021 and 2020, the Company recorded amortization expense of $180,000 and $33,000, respectively, related to the intangibles discussed above. The following table summarizes the amortization expense for both Verb Direct and Ascend to be recorded in future periods for intangible assets that are subject to amortization and excludes intangible assets with infinite life (i.e., domain names) of $442,000:
SCHEDULE OF AMORTIZATION EXPENSE FOR FUTURE PERIODS FOR INTANGIBLE ASSETS
| Year ending | Amortization | |||
| 2021 remaining (remaining 3 months) | $ | 416,000 | ||
| 2022 | 1,466,000 | |||
| 2023 | 1,464,000 | |||
| 2024 | 395,000 | |||
| 2025 and thereafter | 186,000 | |||
| Total amortization | $ | 3,927,000 | ||
The following unaudited pro forma statement of operations present the Company’s pro forma results of operations for the three and nine months ended September 30, 2020, to give effect to the acquisition of SoloFire as if it had occurred on January 1, 2020.
SCHEDULE OF PRO FORMA STATEMENTS OF OPERATIONS
Three Months Ended September 30, 2020 | Nine Months Ended September 30, 2020 | |||||||
| (Proforma, unaudited) | (Proforma, unaudited) | |||||||
| SaaS recurring subscription revenue | $ | 1,661,000 | $ | 4,511,000 | ||||
| Other digital | 360,000 | 1,166,000 | ||||||
| Welcome kits and fulfilment | 836,000 | 2,277,000 | ||||||
| Shipping | 186,000 | 614,000 | ||||||
| Total revenue | 3,043,000 | 8,568,000 | ||||||
| Cost of revenue | 1,344,000 | 3,661,000 | ||||||
| Gross margin | 1,699,000 | 4,907,000 | ||||||
| Operating expenses | (9,771,000 | ) | (21,615,000 | ) | ||||
| Other income, net | 574,000 | 3,550,000 | ||||||
| Net loss | (7,498,000 | ) | (13,158,000 | ) | ||||
| Deemed dividends to Series A stockholders | - | (3,951,000 | ) | |||||
| Net loss attributed to common stockholders | $ | (7,498,000 | ) | $ | (17,109,000 | ) | ||
Pursuant to the provisions of ASC 805, the following results of operations of Verb Acquisition subsequent to the acquisition date included in the consolidated statement of operations for the reporting period:
SCHEDULE OF RESULTS OF OPERATION OF SUBSIDIARY
Three Months Ended September 30, 2020 | Nine Months September 30, 2020 | |||||||
| Revenue | $ | 276,000 | $ | 795,000 | ||||
| Cost of revenue | (65,000 | ) | (184,000 | ) | ||||
| Operating expenses | (897,000 | ) | (1,474,000 | ) | ||||
| Other income/ (expense) | - | - | ||||||
| Net loss | $ | (686,000 | ) | $ | (863,000 | ) | ||
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of September 30, 2021 and December 31, 2020.
SCHEDULE OF PROPERTY AND EQUIPMENT
September 30, 2021 | December 31, 2020 | |||||||
| Computers | $ | 29,000 | $ | 29,000 | ||||
| Furniture and fixture | 75,000 | 75,000 | ||||||
| Machinery and equipment | 49,000 | 39,000 | ||||||
| Leasehold improvement | 1,058,000 | 1,058,000 | ||||||
| Software development | 2,329,000 | - | ||||||
| Total property and equipment | 3,540,000 | 1,201,000 | ||||||
| Accumulated depreciation | (462,000 | ) | (339,000 | ) | ||||
| Total property and equipment, net | $ | 3,078,000 | $ | 862,000 | ||||
During the nine months ended September 30, 2021, the Company began developing MARKETPLACE the next generation of interactive livestream ecommerce and capitalized $2,329,000 of internal and external development costs. The Company anticipates incurring an additional $3,900,000 of internal and external development costs to complete MARKETPLACE. In addition, the Company purchased $26,000 of machinery and equipment, sold certain machinery and equipment with a cost of $16,000 and accumulated depreciation of $11,000 for cash proceeds of $11,000. As a result, the Company recognized a gain of $5,000 that was reported as part of other income. Depreciation expense amounted to $134,000and $130,000for the nine months ended September 30, 2021 and 2020, respectively.
5. RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES
The Company leases certain warehouse, corporate office space and equipment under an operating lease agreement. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets pursuant to ASC 842, Leases.
Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in lease arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.
The components of lease expense and supplemental cash flow information related to leases for the period are as follows:
SCHEDULE OF LEASE COST
| - | ||||||||||||||||
| Six Months Ended June 30, | ||||||||||||||||
Period Ended September 30, 2021 | Period Ended September 30, 2020 | 2022 | 2021 | |||||||||||||
| Lease cost | ||||||||||||||||
| Operating lease cost (included in general and administration in the Company’s statement of operations) | $ | 524,000 | $ | 524,000 | ||||||||||||
| Operating lease cost (included in general and administrative expenses in the Company’s condensed consolidated statements of operations) | $ | 241 | $ | 349 | ||||||||||||
| Other information | ||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | 593,000 | $ | 383,000 | $ | 308 | $ | 393 | ||||||||
| Weighted average remaining lease term – operating leases (in years) | 4.15 | 4.70 | 4.15 | 4.26 | ||||||||||||
| Average discount rate – operating leases | 4.0 | % | 4.0 | % | ||||||||||||
| Weighted average discount rate – operating leases | 4.2 | % | 4.0 | % | ||||||||||||
SCHEDULE OF OPERATING LEASES
| September 30, 2021 | December 31, 2020 | June 30, 2022 | December 31, 2021 | |||||||||||||
| Operating leases | ||||||||||||||||
| Right-of-use assets | $ | 2,305,000 | $ | 2,730,000 | $ | 1,673 | $ | 2,177 | ||||||||
| Short-term operating lease liabilities | $ | 582,000 | $ | 596,000 | $ | 471 | $ | 592 | ||||||||
| Long-term operating lease liabilities | 2,464,000 | 2,943,000 | 1,841 | 2,299 | ||||||||||||
| Total operating lease liabilities | $ | 3,046,000 | $ | 3,539,000 | $ | 2,312 | $ | 2,891 | ||||||||
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES
| Year ending | Operating Leases | |||
| 2021 (remaining 3 months) | $ | 184,000 | ||
| 2022 | 751,000 | |||
| 2023 | 773,000 | |||
| 2024 | 472,000 | |||
| 2025 and thereafter | 1,189,000 | |||
| Total lease payments | 3,369,000 | |||
| Less: Imputed interest/present value discount | (323,000 | ) | ||
| Present value of lease liabilities | $ | 3,046,000 | ||
| Year ending | Operating Leases | |||
| 2022 remaining | $ | 300 | ||
| 2023 | 583 | |||
| 2024 | 472 | |||
| 2025 | 484 | |||
| 2026 and thereafter | 705 | |||
| Total lease payments | 2,544 | |||
| Less: Imputed interest/present value discount | (232 | ) | ||
| Present value of lease liabilities | $ | 2,312 | ||
6. ADVANCE OFADVANCES ON FUTURE RECEIPTS
The Company has the following advances on future receipts as of SeptemberJune 30, 2022 and December 31, 2021:
SCHEDULE OF ADVANCES ON FUTURE RECEIPTS
| Note | Issuance Date | Maturity Date | Interest Rate | Original Borrowing | Balance at September 30, 2021 | Balance at December 31, 2020 | ||||||||||||||
| Note A | June 30, 2020 | February 25, 2021 | 28 | % | $ | 506,000 | $ | - | $ | 89,000 | ||||||||||
| Note B | June 30, 2020 | February 25, 2021 | 28 | % | 506,000 | - | 88,000 | |||||||||||||
| Note C | January 13, 2021 | September 10, 2021 | 28 | % | 844,000 | - | - | |||||||||||||
| Note D | January 13, 2021 | September 10, 2021 | 28 | % | 844,000 | - | - | |||||||||||||
| Note E | January 22, 2021 | July 1, 2021 | 28 | % | 2,040,000 | - | - | |||||||||||||
| Note F | February 18, 2021 – March 3, 2021 | August 3, 2021 – August 15, 2021 | 3 | % | 1,696,000 | - | - | |||||||||||||
| Note G | June 30, 2021 | December 31, 2021 | 7 | % | 1,210,000 | 618,000 | ||||||||||||||
| Note H | June 30, 2021 | March 1, 2022 | 28 | % | 2,720,000 | 1,750,000 | - | |||||||||||||
| Total | $ | 10,366,000 | 2,368,000 | 177,000 | ||||||||||||||||
| Debt discount | (515,000 | ) | (67,000 | ) | ||||||||||||||||
| Net | $ | 1,853,000 | $ | 110,000 | ||||||||||||||||
| Note | Issuance Date | Maturity Date | Interest Rate | Original Borrowing | Balance at June 30, 2022 | Balance at December 31, 2021 | ||||||||||||||
| Note 1 | October 29, 2021 | April 28, 2022 | 5 | % | $ | 2,120 | $ | - | $ | 1,299 | ||||||||||
| Note 2 | October 29, 2021 | July 25, 2022 | 28 | % | 3,808 | 589 | 2,993 | |||||||||||||
| Note 3 | December 23, 2021 | June 22, 2022 | 5 | % | 689 | - | 689 | |||||||||||||
| Total | $ | 6,617 | 589 | 4,981 | ||||||||||||||||
| Debt discount | (35 | ) | (800 | ) | ||||||||||||||||
| Net | $ | 554 | $ | 4,181 | ||||||||||||||||
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Note A and B1
On June 30, 2020, the Company received two secured advances from an unaffiliated third party totaling $728,000 for the purchase of future receipts/revenues of $1,012,000. Pursuant to the terms of the agreement the unaffiliated third-party will auto withdraw an aggregate of $6,000 from the Company’s operating account each banking day. The term of the agreement extends until the advances are paid in full. The notes did not bear any interest, however, the average interest was imputed at a rate of 28% based on the face value of the note and the proceeds received. As a result, the Company recorded a liability of $1,012,000 to account for the future receipts sold and a debt discount of $284,000 to account for the difference between the future receipts sold and the cash received. The debt discount is being amortized over the term of the agreement.
During the nine months ended September 30, 2021, the Company paid the entire balance due of $177,000 and amortized the remaining debt discount of $67,000.
Note C and D
On January 13, 2021, the Company received two secured advances from the same unaffiliated third party (see Note 1 and 2) totaling $1,213,000 for the purchase of future receipts/revenues of $1,688,000. Pursuant to the terms of the agreement the unaffiliated third-party will auto withdraw an aggregate of $11,000 from the Company’s operating account each banking day. The term of the agreement extends until the advances are paid in full. The notes did not bear any interest, however, the average interest was imputed at a rate of 28% based on the face value of the note and proceeds received. The Company may pay off either note for $744,000 if paid within 30 days of funding; for $775,000 if paid between 31 and 60 days of funding; or for $806,000 if paid within 61 to 90 days of funding. These advances are secured by the Company’s tangible and intangible assets. As a result, the Company recorded a liability of $1,688,000 to account for the future receipts sold and a debt discount of $475,000 to account for the difference between the future receipts sold and the cash received. The debt discount is being amortized over the term of the agreement.
During the nine months ended September 30, 2021, the Company paid the entire balance due of $1,688,000 and amortized $475,000 of the debt discount.
Note E
On January 22, 2021, the Company received proceeds from a secured advance from an unaffiliated third party totaling $1,440,000 for the purchase of future receipts/revenues of $2,040,000. Pursuant to the terms of the agreement the unaffiliated third-party will auto withdraw an aggregate of $13,000 from the Company’s operating account each banking day. The term of the agreement extends until the advances are paid in full. The notes did not bear any interest, however, the interest was imputed at a rate of 28% based on the face value of the note and the proceeds received. The Company may pay off the note for $1,725,000 if paid within 30 days of funding; for $1,860,000 if paid between 31 and 60 days of funding; or for $484,000 if paid within 61 to 90 days of funding. These advances are secured by the Company’s tangible and intangible assets. As a result, the Company recorded a liability of $2,040,000 to account for the future receipts sold and a debt discount of $600,000 to account for the difference between the future receipts sold and the cash received. The debt discount is being amortized over the term of the agreement.
During the nine months ended September 30, 2021, the Company paid the entire balance of $2,040,000 and amortized $600,000 of the debt discount.
Note F
In February and March ofOctober 29, 2021, the Company received secured advances from an unaffiliated third party totaling $1,637,0002,015 for the purchase of future receipts/revenues of $1,696,0002,120. Pursuant to the terms of the agreement the unaffiliated third-party will auto withdraw an average of $283,000 from the Company’s operating account each month. The term of the agreement extends until the advances are paid in full. The notes did not bear any interest, however, the interest was imputed at a rate of 3% based on the face value of the notes and the proceeds received. As a result, the Company recorded a liability of $1,696,000 to account for the future receipts sold and a debt discount of $59,000 to account for the difference between the future receipts sold and the cash received. The debt discount is being amortized over the term of the agreement.
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company paid the entire balance of $1,696,0001,270 and amortized $59,00041 of the debt discount. The note was paid in full on April 28, 2022. As of June 30, 2022, the outstanding balance of the note was $0 and the unamortized balance of the debt discount was $0.
Note G2
On June 30,October 29, 2021, the Company received secured advances from an unaffiliated third party totaling $1,118,000 2,744for the purchase of future receipts/revenues of $1,210,0003,808. Pursuant to the terms of the agreement the unaffiliated third-party will auto withdraw an average of $197,000 from the Company’s operating account each month. The term of the agreement extends until the advances are paid in full. The notes did not bear any interest, however, the interest was imputed at a rate of 7% based on the face value of the notes and the proceeds received.As a result, the Company recorded a liability of $1,210,000 to account for the future receipts sold and a debt discount of $92,000 to account for the difference between the future receipts sold and the cash received. The debt discount is being amortized over the term of the agreement.
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company paid $592,0002,404 and amortized $50,000659 of the debt discount. As of SeptemberJune 30, 2021,2022, the outstanding balance of the note amounted towas $618,000589, and the unamortized balance of the debt discount was $42,00035. Subsequent to June 30, 2022, the remaining balance was paid in full.
Note H3
On June 30,December 23, 2021, the Company received secured advances from an unaffiliated third party totaling $1,960,000651 for the purchase of future receipts/revenues of $2,720,000689. Pursuant to the terms of the agreement the unaffiliated third-party will auto withdraw an aggregate of $15,200 from the Company’s operating account each banking day. The term of the agreement extends until the advances are paid in full. The notes did not bear any interest, however, the interest was imputed at a rate of 28% based on the face value of the note and the proceeds received. The Company may pay off the note for $2,200,000 if paid within 45 days of funding and for $2,380,000 if paid between 46 and 60 days of funding. These advances are secured by the Company’s tangible and intangible assets. As a result, the Company recorded a liability of $2,720,000 to account for the future receipts sold and a debt discount of $760,000 to account for the difference between the future receipts sold and the cash received. The debt discount is being amortized over the term of the agreement.
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company paid $970,000689 and amortized $287,00036 of the debt discount. The note was paid in full on June 22, 2022. As of SeptemberJune 30, 2021,2022, the outstanding balance of the note amounted towas $1,750,0000 and the unamortized balance of the debt discount was $473,0000.
7.NOTES PAYABLE – RELATED PARTIES
The Company hadhas the following related partyoutstanding notes payable as of SeptemberJune 30, 20212022 and December 31, 2020:2021:
SCHEDULE OF NOTES PAYABLE TO RELATED PARTIES
| Note | Issuance Date | Maturity Date | Interest Rate | Original Borrowing | Balance at September 30, 2021 | Balance at December 31, 2020 | ||||||||||||||
| Note 1 (A) | December 1, 2015 | February 8, 2023 | 12.0 | % | $ | 1,249,000 | $ | 725,000 | $ | 725,000 | ||||||||||
| Note 2 (B) | December 1, 2015 | April 1, 2017 | 12.0 | % | 112,000 | - | 112,000 | |||||||||||||
| Note 3 (C) | April 4, 2016 | June 4, 2021 | 12.0 | % | 343,000 | 40,000 | 240,000 | |||||||||||||
| Total notes payable – related parties | 765,000 | 1,077,000 | ||||||||||||||||||
| Non-current | (725,000 | ) | - | |||||||||||||||||
| Current | $ | 40,000 | $ | 1,077,000 | ||||||||||||||||
| Note | Issuance Date | Maturity Date | Interest Rate | Original Borrowing | Balance at June 30, 2022 | Balance at December 31, 2021 | ||||||||||||||
| Related party note payable (A) | December 1, 2015 | April 1, 2023 | 12.0 | % | $ | 1,249 | $ | 725 | $ | 725 | ||||||||||
| Related party note payable (B) | April 4, 2016 | June 4, 2021 | 12.0 | % | 343 | 40 | 40 | |||||||||||||
| Note payable (C) | May 15, 2020 | May 15, 2050 | 3.75 | % | 150 | 150 | 150 | |||||||||||||
| Convertible Notes Due 2023 (D) | January 12, 2022 | January 12, 2023 | 6.0 | % | $ | 6,300 | 4,404 | - | ||||||||||||
| Debt discount | (128 | ) | - | |||||||||||||||||
| Debt issuance costs | (196 | ) | - | |||||||||||||||||
| Total notes payable | 4,995 | 915 | ||||||||||||||||||
| Non-current | (875 | ) | (875 | ) | ||||||||||||||||
| Current | $ | 4,120 | $ | 40 | ||||||||||||||||
| (A) | On December 1, 2015, the Company issued a convertible note payable to Mr. | |
| (B) |
| |
| On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ | ||
| As of |
Total interest expense for notes payable to related parties was $88,000 and $106,000 for the nine months ended September 30, 2021 and 2020, respectively. The Company paid $112,000 and $100,000 in interest for the nine months ended September 30, 2021 and 2020, respectively.
8.NOTES PAYABLE
The Company had the following notes payable as of September 30, 2021:
SCHEDULE OF NOTES PAYABLE
| Note | Issuance Date | Maturity Date | Interest Rate | Balance at September 30, 2021 | Balance at December 31, 2020 | |||||||||||
| Note A | April 17, 2020 | April 17, 2022 | 1.00 | % | $ | - | $ | 1,218,000 | ||||||||
| Note B | May 15, 2020 | May 15, 2050 | 3.75 | % | 150,000 | 150,000 | ||||||||||
| Note C | May 1, 2020 | May 1, 2022 | 3.75 | % | - | 90,000 | ||||||||||
| Total notes payable | 150,000 | 1,458,000 | ||||||||||||||
| Non-current | (150,000 | ) | (1,458,000 | ) | ||||||||||||
| Current | $ | - | $ | - | ||||||||||||
| ||
On May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration
| ||
| (D) | On January 12, 2022, the Company entered into the Note Offering, which provided for the sale and issuance of an aggregate original principal amount of $6,300 in convertible notes due 2023. The Company and the Note Holders also entered into a security agreement, dated January 12, 2022, in connection with the Note Offering, pursuant to which the Company granted a security interest to the Note Holders in substantially all of its assets. There are no financial covenants related to these notes payable. | |
The Company received $6,000 in gross proceeds from the sale of the Notes. The Notes bear interest of 6.0% per annum, have an original issue discount of 5.0%, mature 12 months from the closing date, and have an initial conversion price of $3.00, subject to adjustment in certain circumstances as set forth in the Notes. In connection with the Note Offering, the Company incurred $460 of debt issuance costs. The debt issuance costs and the debt discount of $300 are being amortized over the term of the Notes using the effective interest rate method. During the six months ended June 30, 2022, the Company amortized $172 of debt discount and $264 of debt issuance costs. As of June 30, 2022, the amount of unamortized debt discount and debt issuance costs was $128 and $196, respectively.
As | ||
|
9.DEFERRED INCENTIVE COMPENSATION TO OFFICERSThe following table provides a breakdown of interest expense for the periods presented:
SCHEDULE OF DEFERRED INCENTIVE COMPENSATION TO OFFICERSINTEREST EXPENSE
| Note | Date | Payment Date | Balance at September 30, 2021 | Balance at December 31, 2020 | ||||||||||
| Rory Cutaia (A) | December 23, 2019 | 50% on January 10, 2021 and 50% on January 10, 2022 | $ | 215,000 | $ | 430,000 | ||||||||
| Rory Cutaia (B) | December 23, 2019 | 50% on January 10, 2021 and 50% on January 10, 2022 | 161,000 | 324,000 | ||||||||||
| Jeff Clayborne (A) | December 23, 2019 | 50% on January 10, 2021 and 50% on January 10, 2022 | 63,000 | 125,000 | ||||||||||
| Jeff Clayborne (B) | December 23, 2019 | 50% on January 10, 2021 and 50% on January 10, 2022 | 82,000 | 163,000 | ||||||||||
| Total | 521,000 | 1,042,000 | ||||||||||||
| Non-current | - | (521,000 | ) | |||||||||||
| Current | $ | 521,000 | $ | 521,000 | ||||||||||
| ||
|
| Three Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Interest expense – amortization of debt discount | $ | 372 | $ | 565 | ||||
| Interest expense – amortization of debt issuance costs | 151 | - | ||||||
| Interest expense – other | 119 | 31 | ||||||
| Total interest expense | $ | 642 | $ | 596 | ||||
Total interest expense for notes payable to related parties (see Notes A and B above) was $23 and $29 for the three months ended June 30, 2022 and 2021, respectively. The Company paid $0 and $34 in interest to related parties for the three months ended June 30, 2022 and 2021, respectively.
The following table provides a breakdown of interest expense for the periods presented:
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Interest expense – amortization of debt discount | $ | 908 | $ | 1,040 | ||||
| Interest expense – amortization of debt issuance costs | 264 | - | ||||||
| Interest expense – other | 226 | 64 | ||||||
| Total interest expense | $ | 1,398 | $ | 1,104 | ||||
10.Total interest expense for notes payable to related parties (see Notes A and B above) was $46 and $61 for the six months ended June 30, 2022 and 2021, respectively. The Company paid $CONVERTIBLE SERIES A PREFERRED STOCK AND WARRANT OFFERING0 and $34 in interest to related parties for the six months ended June 30, 2022 and 2021, respectively.
On August 14, 2019, we entered into the Securities Purchase Agreement (“SPA”) with the Preferred Purchasers, pursuant to which we agreed to issue and sell to the Preferred Purchasers up to an aggregate of shares of Series A Preferred Stock (which, at the initial conversion price, were convertible into an aggregate of up to approximately 3.87 million shares of Common Stock) and the August Warrants to purchase up to an equivalent number of shares of Common Stock. We closed the offering on August 14, 2019 and issued shares of Series A Preferred Stock and granted the August Warrants to purchase up to shares of Common Stock in connection therewith. We received proceeds of $4,688,000, net of direct costs of $342,000. The offering was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving any public offering.
On September 16, 2019, we filed a registration statement on Form S-3 with the SEC to register the shares of Common Stock underlying the August Warrants. The registration statement was declared effective on September 19, 2019. We have agreed to keep such registration statement continuously effective for a period of 24 months.
We are also prevented from issuing shares of Common Stock upon exercise of the August Warrants, which, when aggregated with any shares of Common Stock issued on or after the issuance date and prior to such exercise date, (i) in connection with the exercise of any August Warrants issued pursuant to the SPA, and (ii) in connection with the exercise of any warrants issued to any registered broker-dealer as a fee in connection with the issuance of the securities pursuant to the SPA, would exceed 4,459,725 shares of Common Stock (the “% Cap”). This prohibition will terminate upon the approval by our stockholders of a release from such % Cap.
The August Warrants have an initial exercise price of $ per share, subject to customary adjustments, are exercisable six months after the date of issuance, and will expire five years from the date of issuance. The exercise price is subject to certain customary adjustments, including upon certain subsequent equity sales and rights offerings. In addition, the August Warrants also included a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder. As a result, the August Warrants were accounted as a derivative liability issuance in 2019 (see Note 11).
During the nine months ended September 30, 2021, the entire shares of Preferred Stock were converted into shares of Common Stock, which included shares of common stock issued as a contractual inducement to convert with a fair value of $348,000. Pursuant to current accounting guidelines, the Company recorded the fair value of $348,000 as a deemed dividend. As of September 30, 2021, there are shares of Series A Preferred stock issued and outstanding.
11.8. DERIVATIVE LIABILITY
Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments that do not have fixed settlement provisions are deemed to be derivative instruments. In prior years, the Company granted certain warrants that included a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder. As a result, the fundamental transaction clause of these warrants is accounted for as a derivative liability in accordance with ASC 815 and are being re-measured every reporting period with the change in value reported in the statementCompany’s condensed consolidated statements of operations.
| 20 |
The derivative liabilities were valued using a Binomial pricing model with the following average assumptions:
SCHEDULE OF DERIVATIVE LIABILITY USING BINOMIAL PRICING MODEL ASSUMPTIONS
September 30, 2021 | Upon Extinguishment in 2021 | December 31, 2020 | June 30, 2022 | December 31, 2021 | ||||||||||||||||
| Stock Price | $ | 1.92 | $ | 2.47 | $ | 1.65 | $ | 0.52 | $ | 1.24 | ||||||||||
| Exercise Price | $ | 1.41 | $ | 1.18 | $ | 1.41 | $ | 0.75 | $ | 1.11 | ||||||||||
| Expected Life | 2.42 | 3.32 | 3.17 | 2.47 | 2.97 | |||||||||||||||
| Volatility | 122 | % | 144 | % | 107 | % | 103 | % | 119 | % | ||||||||||
| Dividend Yield | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
| Risk-Free Interest Rate | 0.35 | % | 0.33 | % | 0.23 | % | 2.96 | % | 0.97 | % | ||||||||||
| Total Fair Value | $ | 5,839,000 | $ | 4,513,000 | $ | 8,266,000 | $ | 993 | $ | 3,155 | ||||||||||
The expected life of the note and warrants was based on the remaining contractual term of the instruments. The Company uses the historical volatility of its Common Stockcommon stock to estimate the future volatility for its Common Stock.common stock. The expected dividend yield was based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. The risk-free interest rate was based on rates established by the Federal Reserve Bank.
As of December 31, 2020, the outstanding fair value of the derivative liability amounted to $8,266,000.
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company recorded a chargegain of $2,086,000 2,162to account for the changes in the fair value of these derivative liabilities.liabilities during the period.
During the six months ended June 30, 2021, the Company recorded expense of $1,945 to account for the changes in the fair value of these derivative liabilities during the period. In addition, shares of the Series A warrants that were accounted for as a derivative liability were exercised to common stock and warrants that were accounted as a derivative liability were forfeited as part of a legal settlement (see Note 17).exercised. As a result, the Company computed the fair value of the corresponding derivate liabilitiesderivative liability one last time thatwhich amounted to $4,513,000 2,300and pursuant to current accounting guidelines, the extinguishment was accounted for as part of equity.
At September 30, 2021, the fair value of the derivative liability amounted to $5,839,000. The details of derivative liability transactions for the ninesix months ended SeptemberJune 30, 20212022 and 20202021 are as follows:
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS
| September 30, 2021 | September 30, 2020 | |||||||
| Beginning balance | $ | 8,266,000 | $ | 5,048,000 | ||||
| Fair value upon issuance of notes payable and/or warrants | - | 3,951,000 | ||||||
| Change in fair value | 2,086,000 | (4,295,000 | ) | |||||
| Extinguishment | (4,513,000 | ) | (159,000 | ) | ||||
| Ending balance | $ | 5,839,000 | $ | 4,545,000 | ||||
| Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| Beginning balance | $ | 3,155 | $ | 8,266 | ||||
| Change in fair value | (2,162 | ) | 1,945 | |||||
| Extinguishment | - | (2,300 | ) | |||||
| Ending balance | $ | 993 | $ | 7,911 | ||||
12.9. COMMON STOCK
The Company’s Common Stockcommon stock activity for the ninesix months ended SeptemberJune 30, 20212022, was as follows:
Common Stock
Shares Issued as Part ofDuring the Company’s Public Offering
On March 15, 2021,six months ended June 30, 2022, the Company completed a registered direct offering with institutional investors for the purchase and sale ofissued shares of common stock atas part of a purchase price of $ per shareRegistered Direct Offering, which resulted in net proceeds of $14,129,00010,242. Included in the $14,129,000 is a refund, net of offering costs of $144,000758 from the underwriter.
Shares Issued as Part of the Company’s At-The Market Issuances
In August 2021, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) (“ATM”) with Truist Securities, Inc. (the “Sales Agent”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-252167). The ATM offering is a follow-on offering of securities utilized by the Company in order to raise capital over a period of time. In an ATM offering, the Company sells newly issued shares into the trading market through a designated sales agent at prevailing market prices.
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company received netissued shares of common stock pursuant to the Common Stock Purchase Agreement, which resulted in proceeds of $4,722,0009,836, net of offering costs of $197. TheIn addition, the Company terminatedissued shares of common stock as a commitment fee in connection with the Sales Agreement in October 2021.consummation of the transactions contemplated by the Common Stock Purchase Agreement.
| 21 |
Shares Issued for Services
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company issued shares of Common Stockcommon stock to certain employees and vendors for services rendered and to be rendered with aan aggregate grant date fair value of $2,057,0001,148. These shares of Common Stockcommon stock were valued based on the market valueclosing price of the Company’s Common Stock price atcommon stock on the date of the issuance date or the date the Company entered into the agreement related to the issuance. In addition, shares granted to employees that vested were returned to the Company in exchange for the Company paying the corresponding income and payroll taxes of these employees amounting $. Pursuant to current accounting guidelines, the Company accounted the return of the shares and the payment of $ for income and payroll taxes paid on behalf the employees as a reduction in additional paid in capital, or a net balance of $1,926,000.
Shares Issued for Debt
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company issued shares of Common Stockcommon stock to employees as settlement of payroll of $281,000 that was previously recorded as accrued payroll as of December 31, 2020 or March 31, 2021. These shares of Common Stock were valued based on the market value of the Company’s Common Stock price at the issuance date and approximates the carrying value of the accrued payroll.
Shares Issued for Accounts Payable
During the nine months ended, the Company converted an aggregate of $19,000 in accounts payable to Kimerling & Wisdom, LLC into shares of its restricted Common Stock. Such securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Shares Issued from Conversion of Note Payable – Related Party
During the nine months ended, the Company issued shares of Common Stock upon a partial conversion of a note payable of the Company’s Chief Executive Officer totalingin lieu of the cash payment of a bonus accrued in a prior year, with an aggregate grant date fair value of $200,000100. The conversion price was $1.03, which was based on the closing price of the Company’s common stock on the daydate of conversion.issuance.
Shares Issued for SettlementThe Company also issued shares of Litigationcommon stock to the Company’s former Chief Financial Officer as part of a separation agreement, with an aggregate grant date fair value of $277 based on the closing price of the Company’s common stock on the date of issuance.
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company issued shares of common stock to EMA Financial to settle a litigation. The fair market valuecertain officers, employees and directors associated with the vesting of the shares issued was based on the closing price of Company’srestricted stock on the day of settlement which amounted to $. As of the settlement date the Company had previously accrued $585,000 and as a result the Company recorded an additional $93,000 in general and administrative expenses to account for the difference between the fair value of the common shares issued and amount accrued.units.
13.10. RESTRICTED STOCK AWARDSUNITS
On December 20, 2019, the Company approved and adopted the Verb Technology Company, Inc. 2019 Omnibus Incentive Plan (the “Plan”).
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY
| Weighted- | ||||||||||||
| Average | ||||||||||||
| Grant Date | ||||||||||||
| Shares | Fair Value | Fair Value | ||||||||||
| Non-vested at December 31, 2020 | 2,185,946 | $ | 1,943,000 | $ | 1.17 | |||||||
| Granted | 813,265 | 1,374,000 | 1.69 | |||||||||
| Vested/deemed vested | (889,212 | ) | (1,285,000 | ) | 1.09 | |||||||
| Forfeited | - | - | - | |||||||||
| Non-vested at September 30, 2021 | 2,109,999 | $ | 2,032,000 | $ | 1.41 | |||||||
| Weighted- | ||||||||
| Average | ||||||||
| Grant Date | ||||||||
| Shares | Fair Value | |||||||
| Non-vested at January 1, 2022 | 1,821,833 | $ | 1.41 | |||||
| Granted | 1,334,270 | 1.17 | ||||||
| Vested/deemed vested | (463,234 | ) | 1.66 | |||||
| Forfeitures and other | (493,481 | ) | 1.33 | |||||
| Non-vested at June 30, 2022 | 2,199,388 | $ | 1.23 | |||||
On January 4, 2021,
During the six months ended June 30, 2022, the Company granted an additional shares of its restricted stock units to certain officers, employees and members of Board of Directors. directors. . These Restricted Stock Unitsrestricted stock units were valued based on market valuethe closing price of the Company’s common stock price aton the respective datedates of grantissuance and had an aggregate grant date fair value of $, which is being amortized as stockshare-based compensation expense over itsthe respective vesting term.terms.
| 22 |
The total fair value of restricted stock units that vested or deemed vested forduring the ninethree and six months ended SeptemberJune 30, 20212022, was $and is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. In addition, during the nine months ended September 30, 2021, the Company issued $shares of its restricted stock based upon its vesting., respectively. As of SeptemberJune 30, 20212022, the amount of unvestedremaining share-based compensation related to issuances ofexpense associated with previously issued restricted stock units was $which will be recognized as an expense in future periods as the sharesunits vest. When calculating basic net loss per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net loss per share, these shares are included in weighted average common shares outstanding as of their grant date.
On December 20, 2019, the Company adopted its 2019 Omnibus Incentive Plan (the “Plan”).
At its discretion, the Company grants share option awards to certain employees and non-employees under the Plan and accounts for it in accordance with ASC 718, Compensation – Stock Compensation.
SCHEDULE OF STOCK OPTION ACTIVITY
| Weighted- | ||||||||||||
| Weighted- | Average | |||||||||||
| Average | Remaining | |||||||||||
| Exercise | Contractual | |||||||||||
| Options | Price | Life (Years) | ||||||||||
| Outstanding at December 31, 2020 | 6,031,775 | $ | 1.55 | |||||||||
| Granted | 2,150,833 | 1.69 | - | |||||||||
| Forfeited | (2,078,473 | ) | 2.52 | - | ||||||||
| Exercised | (575,730 | ) | 1.28 | - | ||||||||
| Outstanding at September 30, 2021 | 5,528,405 | $ | 1.70 | |||||||||
| Vested September 30, 2021 | 2,685,732 | $ | 2.22 | |||||||||
| Exercisable at September 30, 2021 | 2,013,888 | $ | 2.01 | |||||||||
| Weighted- | ||||||||||||||||
| Weighted- | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Exercise | Contractual | Intrinsic | ||||||||||||||
| Options | Price | Life (Years) | Value | |||||||||||||
| Outstanding at January 1, 2022 | 5,404,223 | $ | 1.72 | $ | 107 | |||||||||||
| Granted | 2,689,555 | 1.07 | - | - | ||||||||||||
| Forfeited | (1,777,379 | ) | 1.59 | - | - | |||||||||||
| Exercised | (332,730 | ) | 1.13 | - | - | |||||||||||
| Outstanding at June 30, 2022 | 5,983,669 | $ | 1.45 | $ | 26 | |||||||||||
| Vested June 30, 2022 | 2,982,073 | $ | 1.86 | $ | - | |||||||||||
| Exercisable at June 30, 2022 | 1,741,272 | $ | 2.13 | $ | - | |||||||||||
At SeptemberJune 30, 2021,2022, the intrinsic value of the outstanding options was $.
During the ninesix months ended SeptemberJune 30, 2021,2022, the Company granted stock options to certain employees and consultants to purchase a total of shares of Common Stockcommon stock for services rendered or to be rendered. The options have an average exercise price of $per share, expire interms between one and five years, vesting oneand vest between zero and four years from the respective grant date.dates. The total grant date fair value of these options at grant date was approximately $using the Black-Scholes Option Pricingoption pricing model. The total stockshare-based compensation expense recognized relating to the vesting of stock options for the ninethree and six months ended SeptemberJune 30, 2021 amounted to2022, was $1,234,000374 and $905. , respectively. As of SeptemberJune 30, 2021,2022, the total unrecognized stock-basedremaining share-based compensation expense associated with previously issued stock options was $, which is
In addition,During the six months ended June 30, 2022, a total of shares of stock options were exercised. As a result of the exercise of the option, the Company issued shares of common stock and received cash of $569,000377.
SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD
Nine Months Ended September 30, | Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2022 | 2021 | |||||||||||||
| Risk-free interest rate | % - | % | % - | % | % - | % | % - | % | ||||||||
| Average expected term | years | to years | years | years | ||||||||||||
| Expected volatility | - | % | - | % | – | % | - | % | ||||||||
| Expected dividend yield | - | - | - | - | ||||||||||||
| 23 |
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s Common Stock;common stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.
15.12. STOCK WARRANTS
The Company hadhas the following warrants outstanding as of SeptemberJune 30, 2021, all of which are exercisable:2022:
SCHEDULE OF WARRANTS OUTSTANDING
| Weighted- | ||||||||||||
| Weighted- | Average | |||||||||||
| Average | Remaining | |||||||||||
| Exercise | Contractual | |||||||||||
| Warrants | Price | Life (Years) | ||||||||||
| Outstanding at December 31, 2020 | 13,351,251 | $ | 2.48 | |||||||||
| Granted | 138,889 | 2.61 | - | |||||||||
| Forfeited | (196,449 | ) | 6.38 | - | ||||||||
| Exercised | (2,285,389 | ) | 1.25 | - | ||||||||
| Outstanding at September 30, 2021, all vested | 11,008,302 | $ | 2.67 | |||||||||
| Warrants | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2022, all vested | 10,984,740 | $ | 2.67 | $ | 507 | |||||||||||
| Granted, unvested as of June 30, 2022 | 14,666,667 | 0.75 | 5.32 | - | ||||||||||||
| Forfeited | - | - | - | - | ||||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Outstanding at June 30, 2022 | 25,651,407 | $ | 1.52 | $ | - | |||||||||||
At SeptemberIn connection with the Registered Direct Offering, the Company issued 14,666,667 warrants to purchase common stock with a vesting period of months and an exercise price of $0.75. As of a result of the Registered Direct Offering, 3,704,826 Series A warrants with exercise prices ranging from $1.10 to $2.10 per share were repriced to $0.75 per share. The change in fair value of such warrants as a result of the new exercise price is approximately $200 and the Company accounted for this change as part of the change in fair value of derivative liability (see Note 8). As of June 30, 20212022, the intrinsic value of the outstanding warrants was $.
During the nine ended September 30, 2021, the Company granted warrants with a fair value of $287,000 to an officer as part of a note payable modification (see Note 7).
During the nine months ended September 30, 2021, a total of 2,285,389 warrants were exercised into a cash and cashless basis, which resulted in the issuance of 2,254,411 shares of Common Stock at a weighted average exercise price of $1.25. The Company received cash of $2,784,000upon exercise of the warrants.
16.ISSUANCE OF CLASS A and B UNITS
There were issued and outstanding shares of Class A Unit as of September 30, 2021 and December 31, 2020.
As the Class B Units are exchangeable for the Company’s Common Stock, for valuation purposes, the Company determined to use the trading price of the Company’s Common Stock at the date of the acquisition of SoloFire which amounted to $3,065,000. As of December 31, 2020, Class B shares issued and outstanding totaled shares.
During the period ended September 30, 2021, pursuant to the terms of the Class B shares, all holders of the Company’s Class B shares converted their shares to common stock. As a result of these conversions, the Company reclassified the recorded fair value of the Class B shares of $ as part of additional paid in capital. As of the September 30, 2021, all Class B units were converted into shares of Verb Technology common stock.
17.13. COMMITMENTS AND CONTINGENCIES
Litigation
| a. | Former Employee |
The Company is currently in a dispute with a former employee of its predecessor bBooth, Inc. who has interposed a breach of contract claim in which he alleges that he is entitled to approximately $300,000 300in unpaid bonus compensation from 2015. This former employee filed his complaint in the Superior Court of California for the County of Los Angeles on November 20, 2019, styled Meyerson v. Verb Technology Company, Inc., et al. (Case No. 19STCV41816). The Company does not believe histhe former employee’s claims have any merit as they are contradicted by documentary evidence, and barred by the applicable statute of limitations, and barred by a release executed by the former employee when the Company purchased all of his shares of stock more than 4 years ago in January 2016.release. On February 9, 2021, the former employee’s counsel filed a motion for summary judgment, or in the alternative, summary adjudication against the Company. On October 13, 2021, the court issued an order (i) denying the former employee’s motion for summary judgment, (ii) partly granting the former employee’s motion for summary adjudication, and (iii) partly denying the former employee’s motion for summary adjudication. The court has not set a definitive trial date for this matter but expects it to occur in the first half of December 28, 2022. The Company believes that the resolution of this matter will not have noa material adverse effect on the Company or its operations.
| b. | Legal Malpractice Action |
The Company is currently in a dispute with Baker Hostetler LLP (“BH”) relating to corporate legal services provided by BH to the Company. The Company filed its complaint in the Superior Court of California for the County of Los Angeles on May 17, 2021, styled Verb Technology Company, Inc. v. Baker Hostetler LLP, et al. (Case No. 21STCV18387). The Company’s complaint arises from BH’s alleged legal malpractice, breach of fiduciary duties owed to the Company, breach of contract, and violations of California’s Business and Professions Code Section 17200 et seq. The Company is seeking, amongst other things, compensatory damages from BH. On October 5, 2021, BH filed a cross-complaint against the Company alleging, amongst other things, that the Company owes it approximately $915,000915 in legal fees. The Company disputes owing this amount to BH. The Company believes that the resolution of these matters will not have noa material adverse effect on the Company or its operations.
| c. | Dispute with Warrant Holder |
The Company is currently in a dispute with Iroquois Capital Investment Group LLC and Iroquois Master Fund, Ltd (collectively, “Iroquois”) relating to a securities purchase agreement (the “SPA”) entered between the Company, Iroquois and certain other investors. The Company filed a complaint in the Supreme Court of New York for the County of New York on April 6, 2022, styled Verb Technology Company, Inc. v. Iroquois Capital Investment Group LLC, et al. (Index No. 651708/2022). The Company’s complaint seeks a judicial declaration of its duties and obligations under the SPA. On May 5, 2022, Iroquois filed counterclaims against the Company for declaratory relief, breach of contract, and breach of the implied covenant of good faith and fair dealing relating to the SPA. Iroquois alleges damages of $1,500. The Company disputes Iroquois’ counterclaims and damages allegations. The Company intends to vigorously pursue its claims and to vigorously defend itself against the counterclaims. The Company believes that the resolution of these matters will not have a material adverse effect on the Company or its operations.
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From time to time, the Company is involved in various other legal proceedings, disputes or claims arising from or related to the normal course of its business activities. Although the results of legal proceedings, disputes and other claims cannot be predicted with certainty, the Company believes it is not currently a party to any other legal proceedings, disputes or claims which, if determined adversely to the Company, would, individually or taken together, have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. However, regardless of the merit of the claims raised or the outcome, legal proceedings may have an adverse impact on the Company as a result of defense and settlement costs, diversion of management time and resources, and other factors.
The Company believes it has adequately reserved for all litigation within its financial statements.
Board of Directors
The Company has committed an aggregate of $475,000 in board fees to its five board members over the term of their appointment for services to be rendered. Board fees are accrued and paid monthly. The members will serve on the board until the annual meeting for the year in which their term expires or until their successors has been elected and qualified.
Total board fees expensed during the nine months ended September 30, 2021 was $356,000. As of September 30, 2021, total board fees to be recognized in future period amounted to $119,000 and will be recognized once the service has been rendered.
18.14. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through November 10, 2021,August 15, 2022, the date these condensed consolidated financial statements are available to bewere issued. The Company believes thereThere were no material events or transactions discovered during this evaluation that requires recognition orrequire disclosure in the financial statements other than the items discussed below.
Issuance of Common Stock
Subsequent to SeptemberJune 30, 2021,2022, the Company issued shares of Common Stock with average fair market value of $per sharecommon stock to vendors for services rendered.rendered with a grant date fair value of $189. These shares of common stock were valued based on the closing price of the Company’s common stock on the date of issuance or the date the Company entered into the agreement related to the issuance.
Subsequent to SeptemberJune 30, 2021, a total of2022, the Company issued options were exercised into shares of Common Stock at an average exercise pricecommon stock to certain officers and employees associated with the vesting of $. The Company received cash of $232,000 upon exercise of the options.restricted stock units.
GrantIssuances of Stock Options
Subsequent to SeptemberJune 30, 2021,2022, the Company granted stock options to certain employees to purchase a total of shares of Common Stock stock options for services to be rendered. The options have an average exercise price of $per share, expire in , and vest over a period of from grant date. The total grant date fair value of these options at the grant date was $using based on the Black-Scholes option pricing model.
Shares Issued as Part of the Company’s At-The Market Issuances
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Subsequent to September 30, 2021, the Company received $185,000 of net proceeds associated with an At-The-Market Issuance.
Advance on Future Receipts
Subsequent to September 30, 2021, the Company received advances from unaffiliated third parties totaling $4,815,000 for the purchase of future receipts/revenues of $5,928,000. Pursuant to the terms of the agreement the unaffiliated third parties will auto withdraw an aggregate of $19,000 from the Company’s operating account each banking day plus an average monthly payment of $353,000 over the next six months. The term of the agreement extends until the advances are paid in full. The Company may pay off the advances for $5,228,000 if paid within 45 days of funding or for $5,452,000 if paid between 46 and 60 days of funding.
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion and analysis of the results of operations and financial condition of our company for the three-three and nine-monthsix month periods ended SeptemberJune 30, 20212022 and 20202021 should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical fact and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to business decisions, are subject to change. These uncertainties and contingencies can cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
As usedReferences in this Quarterly Report on Form 10-Q,to the terms“Company,” “Verb,” “we,” “us,” “our,” and “Verb” referor “our” are to Verb Technology Company, Inc., a Nevada corporation, individually, or as together with its consolidated subsidiaries unless the context requires, collectively with its subsidiary, Verb Direct, LLC, or Verb Direct, on a consolidated basis, unless otherwise specified.requires.
Overview
We are a Software-as-a-Service (“SaaS”) applications platform developer. Our platform is comprised of a suite of interactive video-based sales enablement business software products marketed on a subscription basis. Our applications, available in both mobile and desktop versions, are offered as a fully integrated suite, as well as on a standalone basis, and include verbCRM, our white-labelled Customer Relationship Management (“CRM”) application, for large sales-based enterprises; verbTEAMS, our CRM application for small-and medium-sized businesses and solopreneurs; verbLEARN, our Learning Management System application, verbLIVE, our Live Stream eCommerce application, verbPULSE, our artificialbusiness/augmented intelligence notification and sales coach application, and verbTEAMS, our self-onboarding video-based CRM and content management application for professional sports teams, small business and solopreneurs, with seamless synchronization with Salesforce, that also comes bundled with verbLIVE, and more recently, we introduced verbMAIL, our interactive videovideo-based sales communication tool integrated withinto Microsoft Outlook. MARKET.live is our multi-vendor, multi-presenter, livestream social shopping platform, that combines ecommerce and entertainment.
Our Technology
Our suite of applications can be distinguished from other sales enablement applications because our applications utilize our proprietary interactive video technology as the primary means of communication between sales and marketing professionals and their customers and prospects. Moreover, the proprietary data collection and analytics capabilities of our applications inform our users on their devices in real time, when and for how long their prospects have watched a video, how many times such prospects watched it, and what they clicked on, which allows our users to focus their time and efforts on ‘hot leads’ or interested prospects rather than on those that have not seen such video or otherwise expressed interest in such content. Users can create their hot lead lists by using familiar, intuitive ‘swipe left/swipe right’ on-screen navigation. Our clients report that these capabilities provide for a much more efficient and effective sales process, resulting in increased sales conversion rates. We developed the proprietary patent-pending interactive video technology, as well as several other patent-issued and patent-pending technologies that serve as the unique foundation for all our platform applications.
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Our Products
verbCRM combines the capabilities of CRM lead-generation, content management, and in-video ecommerce capabilities in an intuitive, yet powerful tool for both inexperienced as well as highly skilled sales professionals. verbCRM allows users to quickly and easily create, distribute, and post videos to which they can add a choice of on-screen clickable icons which, when clicked, allow viewers to respond to the user’s call-to-action in real-time, in the video, while the video is playing, without leaving or stopping the video. For example, our technology allows a prospect or customer to click on a product they see featured in a video and impulse buy it, or to click on a calendar icon in the video to make an appointment with a salesperson, among many other novel features and functionalities designed to eliminate or reduce friction from the sales process for our users. The verbCRM app is designed to be easy to use and navigate and takes little time and training for a user to begin using the app effectively. It usually takes less than four minutes for a novice user to create an interactive video from our app. Users can add interactive icons to pre-existing videos, as well as to newly created videos shot with practically any mobile device. verbCRM interactive videos can be distributed via email, text messaging, chat app, or posted to popular social media directly and easily from our app. No software download is required to view Verb interactive videos on virtually any mobile or desktop device, including smart TVs.
verbLEARN is an interactive, video-based learning management system that incorporates all of the clickable in-video technology featured in our verbCRM application and adapts them for use by educators for video-based education. verbLEARN is used by enterprises seeking to educate a large sales team or a customer base about new products, or elicit feedback about existing products. It also incorporates Verb’s proprietary data collection and analytics capabilities that inform users in real time when and for how long the viewers watched the video, how many times they watched it, and what they clicked on, in addition to adding gamification features that enhance the learning aspects of the application.
verbLIVE builds on popular video-based platforms such as Facebook Live, Zoom, WebEx, and Go2Meeting, among others, by adding Verb’s proprietary interactive in-video ecommerce capabilities – including an in-video Shopify shopping cart integrated for Shopify account holders -– to our own live stream video broadcasting application. verbLIVE is a next-generation live streamlive-stream platform that allows hosts to utilize a variety of novel sales-driving features, including placing interactive icons on-screen that appear on the screens of all viewers, providing in-video click-to-purchase capabilities for products or services featured in the live video broadcast, in real-time, driving friction-free selling. verbLIVE also provides the host with real-time viewer engagement data and interaction analytics. verbLIVE is entirely browser-based, allowing it to function easily and effectively on all devices without requiring the host or the viewers to download software, and is secured through end-to-end encryption.
verbPULSEis a business/augmented intelligence notification-based sales enablement platform feature set that tracks users’ interactions with current and prospective customers and then helps coach users by telling them what to do next in order to close the sale, virtually automating the selling process.
verbTEAMS is our interactive, video-based CRM for professional sports teams, small-and medium-sized businesses and solopreneurs. verbTEAMS also incorporates verbLIVE as a bundled application. verbTEAMS features self-sign-up, self-onboarding, self-configuring, content management system capabilities, user level administrative capabilities, and high-quality analytics capabilities in both mobile and desktop platforms that sync with one another. It also has a built-in one-click sync capability with Salesforce.
We continueMARKET is akin to invest in the future of interactive livestreaming. Following are some of our recent initiatives:
MARKETPLACE isa virtual shopping mall, a centralized online destination where shoppers could explore scores of shoppable livestream events,hundreds, and over time - thousands, of shoppable stores for their favorite brands, influencers, creators and celebrities, all of whom can and will host livestream shopping events from their virtual stores that can be seen by all shoppers at the virtual mall. Every store operator can host livestream events, even simultaneously, and over time we expect there will be thousands of such events, across numerous product and service categories, being hosted by people from all over the world, always on -– 24/7 - where shoppers could communicate with the hosts askingand ask questions about products directly to the host in real-time - through an on-screen chat visible to all shoppers – that allows shoppers who have invitedshoppers. Shoppers can invite their friends and family to join them thereat any of the events to share the experience - to communicate directly with each other in real time, and then simply click on a non-intrusive - in-video overlay to place items in an on-screen shopping cart for purchase – all without interrupting the video. Shoppers can visit any number of other shoppable events to meet up and chat with friends, old and new, and together watch, shop and chat with the hosts, discover new products and services, and become part of an immersive entertaining shopping experience. Throughout the experience, the shopping cart follows shoppers seamlessly from event to event, shoppable video to shoppable video, host to host, product to product.
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The MarketplaceMARKET business model is a simple but next-level B to B play. It is a multi-vendor platform, with a single follow-me style unified shopping cart, and robust ecommerce capabilities with the tools for consumer brands, big box brick and mortar stores, boutiques, influencers and celebrities to connect with their clients, customers, their fans, followers, and prospects by providing a unique, interactive social shopping experience that we believe could keep them coming back and engaged for hours.
A big differentiator for MarketplaceMARKET is that it also provides an online meeting place for friends and family to meet, chat, shop and enjoy a fun, immersive shopping experience in real time together from anywhere and everywhere in the world. MarketplaceMARKET will provide vendors with extensive business building analytics capabilities not available on, and not shared by many operators of other social media sites who regard that information as valuable proprietary property. All vendors on MarketplaceMARKET will retain this valuable intelligence for their own, unlimited use.
MarketplaceMARKET allows vendors an opportunity to reach not only the shoppers they invite to the site from their own client and contact lists, but also those shoppers who came to the site independently who will discover these vendors as they browse through the many other shoppable events hosted simultaneously on MarketplaceMARKET 24/7, from around the world. We believe our revenue model will be attractive to vendors and will consist of SaaS recurring revenue as well as a share of revenue generated through sales on the platform.
MarketplaceMARKET is simply a platform; we hold no inventory, we take no inventory risk, and each vendor manages their own packing and fulfillment, as well as returns. Only vendors that have a demonstrated ability to manage inventory and fulfillment are selected to participate on MARKET.
As we continue onboarding vendors to the platform, we are seeing increased interest from product manufacturers seeking to embrace MARKET’s direct-to-consumer selling capabilities, cutting-out distribution channel partners in order to reduce costs and increase profitability. As the economy tightens, we expect that trend to accelerate.
MARKET will also incorporate a modified version of our verbLIVE Attribution technology, allowing vendors who so choose, to leverage extremely powerful, built-in affiliate marketing capabilities. Non-vendor visitors to the site can search for those vendors that have activated the Attribution feature for their events and be compensated when people they referred to that vendor, purchase products or services during that vendor’s shopping event. We expect that this feature, unique to Marketplace,MARKET, will drive many more shoppers who will be referred from all over the world, producing a cross-pollination effect enhancing the revenue opportunities for all MarketplaceMARKET vendors, while also creating an attractive income generating opportunity for non-vendor MarketplaceMARKET patrons.
MarketplaceMARKET is an entirely new platform, built wholly independently and separate from our verbLIVE sales platform, representing what we believe is the state of the art of shoppable video technology. It will utilize an ultra-low latency private global CDN network that we control, allowing us to deliver a high-quality experience and platform performance capabilities. We also believe that MarketplaceMARKET will expose vendors to our entire suite of sales enablement products, such as verbMAIL, among others, that could drive new cross selling revenue opportunities.
verbTV is an online destination for shoppable entertainment. Whereas MarketplaceMARKET is a social shopping experience, verbTV is a destination for those seeking commercial-free television content, such as concerts, game shows, sports, including e-sports, sitcoms, podcasts, special events, news, including live events, and other forms of video entertainment that is all interactive and shoppable. verbTV represents an entirely new distribution channel for all forms of content by a new generation of content creators looking for greater freedom to explore the creative possibilities that a native interactive video platform can provide for their audience. We believe content creators may also enjoy greater revenue opportunities through the native ecommerce capabilities the platform provides to sponsors and advertisers who will enjoy real-time monetization, data collection and analytics. Through verbTV, sponsors and advertisers will be able to accurately measure the ROI from their marketing spend, instead of relying on decades-old, imprecise viewership information.
At launch, verbTV will feature interactive, shoppable programming, including the popular business pitch show “2 Minute Drill”Drill,” the non-shoppable version of which is currently shown on Amazon Prime and Bloomberg TV. However, verbTV will host a shoppable version of the 12 episodes of the upcoming Season 3.AppleTV. Each episode is a fast-paced reality show where 5-6 entrepreneurs competing for $50,000 in cash and prizes, have 2 minutes to impress the judges with the best investor pitch. Our CEO is one of the judges on the show. Expected to air in early 2022, verbTV viewers will be able to click on-screen and purchase the products and services of the contestants featured on the show, among other contemplated interactive features. Dave Meltzer, the creator of the show, and Co-founder of Sports 1 Marketing and the former CEO of the renowned Leigh Steinberg Sports & Entertainment agency, has signed-on with Verb to produce other interactive and shoppable entertainment for verbTV. Other such partnerships, as well as a creator program, are currently in progress.
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Verb Partnerships and Integrations
verbMAIL for Microsoft Outlook is a product of our partnership with Microsoft and is available as an add-in to Microsoft Outlook for Outlook and Office 365 subscribers. verbMAIL allows users to create interactive videos seamlessly within Outlook by clicking the verbMAIL icon in the Outlook toolbar. The videos are automatically added to an email and can be sent easily through Outlook using the user’s contacts they already have in Outlook. The application allows users to easily track viewer engagement and together with other features represents an effective sales tool available for all Outlook users worldwide. Currently offered without charge, a subscription-based paid version with a suite of enhanced features for sales and marketing professionals is slated for release later this year.
verbMAIL for Google Gmail is currently under development. It will include a feature set substantially identical to verbMAIL for Outlook.
Salesforce Integration. We have completed and deployed the integration of verbLIVE into Salesforce and have launched a joint marketing campaign with Salesforce to introduce the verbLIVE plug-in functionality to current Salesforce users. We have also developed a verbCRM sync application for Salesforce users that is currently being utilized by at least one of our large enterprise clients and the verbLIVE plug-in is now being offered to all Salesforce users on a monthly subscription fee basis while we work to build adoption rates.
Popular Enterprise Back-Office System Integrations. We have integrated verbCRM into systems offered by 1719 of the most popular direct sales back-office system providers, such as Direct Scale, Exigo, By Design, Thatcher, Multisoft, Xennsoft, and Party Plan. Direct sales back-office systems provide many of the support functions required for direct sales operations, including payroll, customer genealogy management, statistics, rankings, and earnings, among other direct sales financial tracking capabilities. The integration into these back-office providers, facilitated through our own API development, allows single sign-on convenience for users, as well as enhanced data analytics and reporting capabilities for all users. Our experience confirms that our integration into these back-end platforms accelerates the adoption of verbCRM by large direct sales enterprises that rely on these systems and as such, we believe this represents a competitive advantage.
Non-Digital Products and Services
Historically, we provided certain non-digital services to some of our enterprise clients such as printing and fulfillment services. We designed and printed welcome kits and starter kits for their marketing needs and provided fulfillment services, which consisted of managing the preparation, handling and shipping of our client’s custom-branded merchandise they use for marketing purposes at conferences and other events. We also managed the fulfillment of our clients’ product sample packs that verbCRM users order through the app for automated delivery and tracking to their customers and prospects.
In May 2020, we executed a contract with Range Printing (“Range”), a company in the business of providing enterprise class printing, sample assembly, warehousing, packaging, shipping, and fulfillment services. Pursuant to the contract, through an automated process we have established for this purpose, Range receives orders for samples and merchandise from us as and when we receive them from our clients and users, and print, assemble, store, package and ship such samples and merchandise on our behalf. The Range contract provides for a service fee arrangement based upon the specific services to be provided by Range that is designed to maintain our relationship with our clients by continuing to service their non-digital needs, while eliminating the labor and overhead costs associated with the provision of such services by us. Effective April 1, 2022, we entered into a customer referral agreement with Range for our cart site and printing business. Under the agreement, we will earn 10% commission for customers referrals, 8% on merchandize sales and certain cart site design fee which will all be recognized as non-digital revenue. Prior to entering into such agreement, we were recognizing revenues and cost of revenues associated with such business in the condensed consolidated statements of operations.
Our Market
OurHistorically, our client base has historically consisted primarily of multi-national direct sales enterprises to whom we provide white-labeled, client-branded versions of our products. Our clients nowDuring the year ended December 31, 2021, our client base expanded to include large enterprises in the life sciences sector, professional sports franchises, educational institutions, not-for-profits,and not-for-profit organizations, as well as clients in the entertainment industry, and the burgeoning CBD industry, among other business sectors. As of SeptemberJune 30, 2021,2022, we provideprovided subscription-based application services to approximately 140150 enterprise clients for use in over 139100 countries, in over 48 languages, which collectively account for a user base generated through more than 3.03.4 million downloads of our verbCRM application. Among the new business sectors targeted for this year are medical equipment and pharmaceutical sales, armed services and government institutions, small businesses and individual entrepreneurs.
Revenue Generation
A description of our principal revenue generating activities is as follows:
| 1. | Digital Revenue which is divided into two main categories: |
| a. | SaaS recurring digital revenue based on contract-based subscriptions to our verb app products and platform services which include verbCRM, verbLEARN, verbLIVE, verbPULSE, and verbTeams. The revenue is recognized over the subscription period. | |
| b. | Non-SaaS, non-recurring digital revenue, which is revenue generated by the use of |
| 2. | Non-digital revenue, which is revenue we generate from non-app, non-digital sources through ancillary services we provide as an accommodation to our clients and customers. These services, which we now outsource to a strategic partner as part of a cost reduction plan we instituted in 2020, |
| 3. | MARKET will generate revenue through several sources as follows: |
| a. | All sales run through our ecommerce facility on MARKET from which we deduct a platform fee that ranges from 10% to 35% of gross sales, with an average of between 15-20%, depending upon the pricing package the vendors select as well as the product category and profit margins associated with such categories. The revenue is derived from sales generated during livestream events, from viewers of previously recorded events available in each vendor’s store, as well as from sales of product and merchandise done through the vendors’ stores, all of which are available 24/7. |
| b. |
| c. | The MARKET site is designed to incorporate sponsorships and other advertising based on typical industry rates. |
Recent DevelopmentsEconomic Disruption and the COVID-19 Pandemic
SoloFire Acquisition
Our business is dependent in part on general economic conditions. Many jurisdictions in which our customers are located and our products are sold have experienced and could continue to experience unfavorable general economic conditions, such as inflation, increased interest rates and recessionary concerns, which could negatively affect demand for our products. Under difficult economic conditions, customers may seek to cease spending on our current products or fail to adopt our new products. We cannot predict the timing or impact of an economic slowdown, or the timing or strength of any economic recovery. These and other economic factors could have a material adverse effect on our business, financial condition, and results of operations.
In September 2020 we completed the acquisition of Ascend Certification, LLC, dba SoloFire (“SoloFire”). SoloFire develops and markets leading SaaS-based sales enablement applications for sales representatives of medical device, diagnostics and life sciences companies. SoloFire’s platform empowers sales and marketing teams by allowing them to efficiently find, show, share and track regulatory and industry compliant, accurate and up-to-date content. With SoloFire, content can be locally stored, making it accessible without Wi-fi or mobile data, which is often a challenge in hospital environments. The sales tools can be tailored to a company’s unique medical products, while creating personalized sales conversations with physicians and other stakeholders. In addition, insights from in-depth analytics capabilities enable sales and marketing teams to identify and replicate the content that most resonates with clients, driving higher conversion rates. We have begun combining VERB’s sales enablement solutions, including our interactive video and interactive livestream ecommerce features, with the SoloFire mobile and desktop applications to provide even more powerful tools for this exciting new target market.
Impact of COVID-19 on Our Business and Industry
Throughout 2020 and the first nine months of 2021, governmentsGovernments and businesses around the world continue to take actions to mitigate the spread of COVID-19 and its variants, including, but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work.variants. Uncertainty with respect to the economic effects of the pandemic has introduced significant volatility in the financial markets.
Despite increased vaccine distribution programs and loosening of COVID-19 related restrictions in the regions in which we operate during the ninethree and six months ended SeptemberJune 30, 2021,2022, both the pandemic and ongoing containment and mitigation measures have had, and are likely to continue to have, an adverse impact on the global and U.S. economies, the severity and duration of which are uncertain.
It is likely that government stabilization efforts will only partially mitigate the consequences to the economy, and it is possible that COVID-19 variants may lead to a re-introduction of lock-down measures in future periods.
As such, both the pandemic and containment and mitigation measures may adversely affect our business, operations and financial condition has been, and we anticipate will continue to be, adversely impacted by among other things, reducingreduced demand for our applications impairing the productivity of our workforce, and reducing ournon-digital services, as well as reduced access to capital. TheTo mitigate the adverse impact COVID-19 may have on our business and operations, we implemented a number of measures to strengthen our financial position, including eliminating, reducing, or deferring non-essential expenditures. However, the extent to which the COVID-19 pandemic will impact our business, financial conditions, and results of operations in the future remains uncertain and will be affected by a number of factors. These includefactors, including the duration and extent of the pandemic, the emergence of variants to COVID-19 the duration and extent of imposed or recommended containment and mitigation measures, the extent, duration, and effective execution of government stabilization and recovery efforts, including those from the successful distribution of effective vaccines.
The COVID-19 pandemic may have long-term effects on the nature of the office environment and remote working. This may present operational and workplace culture challenges that may adversely affect our business. However, we are committed to our employees returning to the workplace in the long-term. Throughout the ninethree and six months ended SeptemberJune 30, 2021 and through the filing of this Quarterly Report,2022, we have encouraged safe practices designed to stem the infection and spread of COVID-19 within our workforce and beyond and to maintain the mental health and well-being of our employees. Beginning in March 2020, in an effort to protect our employees and comply with applicable government orders, we restricted non-essential employee travel and transitioned our employees to a remote work environment. We currently expect the majority of our employees will continue working remotely at least through the end of 2021. Our workforce has continued to effectively develop and support our product and service offerings notwithstanding the current environment.
We began the period ended September 30, 2021 with healthy demand for our products, including our SaaS related products, many of which are designed to enable our customers to manage their businesses virtually. In the nine months ended September 30, 2021, we have been negatively impacted in our non-digital related business as many events and sales opportunities have been cancelled or moved to virtual due to the pandemic. Although the impact has not been material to date, a prolonged downturn in economic conditions could have a material adverse effect on our customers and demand for our services.
We continue to actively communicate with and listen to our customers to ensure we are responding to their needs in the current environment with innovative solutions that will not only be beneficial now but also over the long-term. We monitor developments related to COVID-19 and remain flexible in our response to the challenges presented by the pandemic. To mitigate the adverse impact COVID-19 may have on our business and operations, we implemented a number of measures in the year ended December 31, 2020 to protect the health and safety of our employees, as well as to strengthen our financial position. These efforts include eliminating, reducing, or deferring non-essential expenditures, as well as complying with local and state government recommendations to protect our workforce.
Results of Operations
Three Months Ended SeptemberJune 30, 20212022 as Compared to the Three Months Ended SeptemberJune 30, 20202021
The following is a comparison of our results of operations for the three months ended SeptemberJune 30, 2022 and 2021 and 2020:(in thousands):
| Three Months Ended June 30, | ||||||||||||||||||||||||
Three Months Ended September 30, 2021 | Three Months Ended September 30, 2020 | Change | 2022 | 2021 | Change | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Digital revenue | ||||||||||||||||||||||||
| SaaS recurring subscription revenue | $ | 1,846,000 | $ | 1,478,000 | $ | 368,000 | $ | 1,975 | $ | 1,601 | $ | 374 | ||||||||||||
| Other digital | 510,000 | 360,000 | 150,000 | |||||||||||||||||||||
| Other digital revenue | 186 | 209 | (23 | ) | ||||||||||||||||||||
| Total digital revenue | 2,356,000 | 1,838,000 | 518,000 | 2,161 | 1,810 | 351 | ||||||||||||||||||
| Design, printing, and fulfillment | 461,000 | 836,000 | (375,000 | ) | ||||||||||||||||||||
| Shipping | 83,000 | 186,000 | (103,000 | ) | ||||||||||||||||||||
| Total non-digital revenue | 544,000 | 1,022,000 | (478,000 | ) | ||||||||||||||||||||
| Non-digital revenue | 238 | 582 | (344 | ) | ||||||||||||||||||||
| Total revenue | 2,900,000 | 2,860,000 | 40,000 | 2,399 | 2,392 | 7 | ||||||||||||||||||
| Cost of Revenue | ||||||||||||||||||||||||
| Cost of revenue | ||||||||||||||||||||||||
| Digital | 542,000 | 349,000 | 193,000 | 609 | 569 | 40 | ||||||||||||||||||
| Design, printing, and fulfillment | 471,000 | 768,000 | (297,000 | ) | ||||||||||||||||||||
| Shipping | 73,000 | 188,000 | (115,000 | ) | ||||||||||||||||||||
| Non-digital | 226 | 550 | (324 | ) | ||||||||||||||||||||
| Total cost of revenue | 1,086,000 | 1,305,000 | (219,000 | ) | 835 | 1,119 | (284 | ) | ||||||||||||||||
| Gross margin | 1,814,000 | 1,555,000 | 259,000 | 1,564 | 1,273 | 291 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Research and development | 3,513,000 | 2,407,000 | 1,106,000 | 1,382 | 3,213 | (1,831 | ) | |||||||||||||||||
| Depreciation and amortization | 400,000 | 388,000 | 12,000 | 395 | 400 | (5 | ) | |||||||||||||||||
| General and administrative | 6,130,000 | 6,655,000 | (525,000 | ) | 6,562 | 6,542 | 20 | |||||||||||||||||
| Total operating expenses | 10,043,000 | 9,450,000 | 593,000 | 8,339 | 10,155 | (1,816 | ) | |||||||||||||||||
| Loss from operations | (8,229,000 | ) | (7,895,000 | ) | (334,000 | ) | (6,775 | ) | (8,882 | ) | 2,107 | |||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||
| Other income (expense) | 8,000 | (2,000 | ) | 10,000 | ||||||||||||||||||||
| Financing costs | - | (248,000 | ) | 248,000 | ||||||||||||||||||||
| Interest expense - amortization of debt discount | (497,000 | ) | (110,000 | ) | (387,000 | ) | ||||||||||||||||||
| Interest expense | (642 | ) | (596 | ) | (46 | ) | ||||||||||||||||||
| Change in fair value of derivative liability | (141,000 | ) | 975,000 | (1,116,000 | ) | 1,024 | (2,445 | ) | 3,469 | |||||||||||||||
| Gain on extinguishment of note payable | 82,000 | - | 82,000 | |||||||||||||||||||||
| Interest expense | (28,000 | ) | (40,000 | ) | 12,000 | |||||||||||||||||||
| Other income (expense) | 19 | 20 | (1 | ) | ||||||||||||||||||||
| Debt extinguishment, net | - | 91 | (91 | ) | ||||||||||||||||||||
| Total other income, net | (576,000 | ) | 575,000 | (1,151,000 | ) | 401 | (2,930 | ) | 3,331 | |||||||||||||||
| Loss before income tax provision | (8,805,000 | ) | - | (1,485,000 | ) | |||||||||||||||||||
| Deemed dividend to Series A preferred stockholders | (348,000 | ) | - | (348,000 | ) | |||||||||||||||||||
| Net loss to common stockholders | $ | (9,153,000 | ) | $ | (7,320,000 | ) | $ | (1,833,000 | ) | |||||||||||||||
| Net loss | $ | (6,374 | ) | $ | (11,812 | ) | $ | 5,438 | ||||||||||||||||
Revenue
Revenue for the quarter ended September 30, 2021 was derived primarily from new and existing client subscriptions to our sales enablement platform that is comprised of our suite of sales software products that now include verbCRM, verbLEARN, verbTEAMS, verbLIVE, and verbPULSE. The revenue we derive from these products is divided into two main categories: digital revenue and non-digital revenue. Within the digital revenue category, we have two forms of revenue. The first is SaaS recurring subscription revenue based on contract-based subscriptions to our products and platform services. The second is non-SaaS digital revenue which is revenue generated by the creation of digital designs, use of our apps and in-app purchases, such as sampling and other services obtained through the app. Non-digital revenue is revenue we generate from non-app, non-digital sources through ancillary services we provide as an accommodation to our clients and customers. These include design, printing, fulfillment, and shipping services. We now outsource the printing and fulfillment services to a strategic partner as part of a cost reduction/margin enhancement plan we instituted in 2020.
Quarter-over-quarter, we continue to experience meaningful growth in our total digital revenue and SaaS recurring subscription revenue. The following table compares our revenues for the three months ended September 30, 2021 to the three months ended June 30, 2021:
Three Months Ended September 30, 2021 | Three Months Ended June 30, 2020 | Change | ||||||||||
| Revenue | ||||||||||||
| SaaS recurring subscription revenue | $ | 1,846,000 | $ | 1,601,000 | $ | 245,000 | ||||||
| Other digital | 510,000 | 209,000 | 301,000 | |||||||||
| Total digital revenue | 2,356,000 | 1,810,000 | 546,000 | |||||||||
| Design, printing, and fulfillment | 461,000 | 477,000 | (16,000 | ) | ||||||||
| Shipping | 83,000 | 105,000 | (22,000 | ) | ||||||||
| Total non-digital revenue | 544,000 | 582,000 | (38,000 | ) | ||||||||
| Total revenue | $ | 2,900,000 | $ | 2,392,000 | $ | 508,000 | ||||||
For the quarter ended September 30, 2021, we added 16 new client contracts with a combined minimum contract value of $1.1 million which constitutes a new record for our company for new contracts executed in a single quarter. Our total digital revenue (consisting of SaaS and non-SaaS digital revenue) was $2.4 million, an increase of 30% over the quarter ended June 30, 2021, and an increase of 28% over the quarter ended September 30, 2020. Digital revenue, the main focus of our current business building initiatives, now represents more than 81% of our total revenue, an increase from the 76% of total revenue for the quarter ended June 30, 2020, and an increase from the 64% of total revenue for the quarter ended September 30, 2020, reflecting a positive growth trend for our high-margin digital revenue.
Our SaaS recurring digital revenue for the quarter ended September 30, 2021, was approximately $1.8 million, representing an increasesubscription revenues continue to grow year over year, which is a reflection of 15% over the quarter ended June 30, 2021, and an increase of 25% from the quarter ended September 30, 2020. Non-SaaS digital revenue was $510,000, representing an increase of 144% from the quarter ended June 30, 2021, and an increase of 42% from the quarter ended September 30, 2020. Total revenue for the quarter ended September 30, 2021, was $2.9 million, an increase of 20% from the $2.4 million for the quarter ended June 30, 2021, and an increase of approximately 1% from the quarter ended September 30, 2020, attributable to the then lower percentage of digital revenue versus non-digital revenue, the trend for which we successfully reversed, as discussed above.
our systematic investment in our business. SaaS recurring subscription revenue as a percentage of total digital revenue for the quarterthree months ended SeptemberJune 30, 2021,2022, was 78%82%, compared with 80%to 67% for the quarter ended September 30, 2020, and down from the 88% for the quarterthree months ended June 30, 2021. We believe the decrease in our SaaS digital mix for the quarter ended September 30, 2021, is a positive development as discussed above, it is attributed to a record-breaking new client contracts executed this quarter in representing an aggregate of $1.1 million in minimum contract value – a new record for our Company. These new SaaS contracts have produced an increase in non-SaaS digital revenue for the quarter ended September 30, 2021, from digital design fees that we are permitted to recognize as that work is completed during the quarter. That increase in our non-SaaS digital revenue resulted in an increase in that revenue as a percentage of total digital revenue.
Notably,For the guaranteed base valuethree months ended June 30, 2022, our total digital revenue was 90% of $1.1total revenue compared with 76% for the three months ended June 30, 2021. Total digital revenue for the three months ended June 30, 2022 was $2.2 million, an increase of 19% compared to $1.8 million for the three months ended June 30, 2021. The increase was primarily driven from SaaS recurring subscription-based revenue associated with our verbCRM, verbLIVE, verbTEAMS, verbLEARN, and verbPULSE applications totaling $2.0 million, an increase of 23% compared to $1.6 million reported for the 16 new client contracts executed duringthree months ended June 30, 2021.
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Total non-digital revenue for the quarterthree months ended SeptemberJune 30, 2022, was $0.2 million, a decrease of 59% compared to $0.6 million reported for the three months ended June 30, 2021, are expectedwhich is consistent with the Company’s strategy to generate annual recurringexit the low margin printing, fulfillment, and shipping aspects of the legacy business to focus on digital revenue of approximately $500,000. However, that does not include additional revenue that historically, we generate and expect to recognize from existing clients who have recently launched and those that are about to launch verbLIVE with Attribution, as well as Pulse and Learn which we anticipate could add as much or more than an additional $1 million in annual recurring revenue. This anticipated additional revenue is based on historical data and does not include any revenue we expect to add during 2022 from Marketplace, verbTV, and verbMAIL, among other as yet unannounced initiatives.streams.
The table below sets forth our quarterly revenues from the quarterthree months ended SeptemberJune 30, 20192020 through the quarterthree months ended SeptemberJune 30, 2021,2022, which reflects the trend of revenue since our Nasdaq listing in April 2019:over the past nine fiscal quarters (in thousands):
| 2019 Quarterly Revenue | 2020 Quarterly Revenue | 2021 Quarterly Revenue | 2020 Quarterly Revenue | 2021 Quarterly Revenue | 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SaaS recurring subscription revenue | $ | 953,000 | $ | 995,000 | $ | 1,057,000 | $ | 1,274,000 | $ | 1,478,000 | $ | 1,305,000 | $ | 1,461,000 | $ | 1,601,000 | $ | 1,846,000 | $ | 1,274 | $ | 1,478 | $ | 1,305 | $ | 1,461 | $ | 1,601 | $ | 1,846 | $ | 1,923 | $ | 2,003 | $ | 1,975 | ||||||||||||||||||||||||||||||||||||
| Other digital | 485,000 | 344,000 | 400,000 | 406,000 | 360,000 | 218,000 | 340,000 | 209,000 | 510,000 | 406 | 360 | 218 | 340 | 209 | 510 | 288 | 147 | 186 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total digital revenue | 1,438,000 | 1,339,000 | 1,457,000 | 1,680,000 | 1,838,000 | 1,523,000 | 1,801,000 | 1,810,000 | 2,356,000 | 1,680 | 1,838 | 1,523 | 1,801 | 1,810 | 2,356 | 2,211 | 2,150 | 2,161 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Design, printing, and fulfillment | 1,164,000 | 965,000 | 728,000 | 713,000 | 836,000 | 467,000 | 615,000 | 477,000 | 461,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shipping | 271,000 | 181,000 | 169,000 | 259,000 | 186,000 | 109,000 | 110,000 | 105,000 | 83,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total non-digital revenue | 1,435,000 | 1,146,000 | 897,000 | 972,000 | 1,022,000 | 576,000 | 725,000 | 582,000 | 544,000 | 972 | 1,022 | 576 | 725 | 582 | 544 | 495 | 541 | 238 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| �� | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grand total | $ | 2,873,000 | $ | 2,485,000 | $ | 2,354,000 | $ | 2,652,000 | $ | 2,860,000 | $ | 2,099,000 | $ | 2,562,000 | $ | 2,392,000 | $ | 2,900,000 | $ | 2,652 | $ | 2,860 | $ | 2,099 | $ | 2,526 | $ | 2,392 | $ | 2,900 | $ | 2,706 | $ | 2,691 | $ | 2,399 | ||||||||||||||||||||||||||||||||||||
Cost of Revenue
Total cost of revenue for the quarterthree months ended SeptemberJune 30, 20212022, was $1.1$0.8 million, compared to $1.3$1.1 million for the quarterthree months ended SeptemberJune 30, 2020.2021, reflecting a 25% decline. The decrease in cost of revenue is primarily attributed to a decrease in non-digital costs partially offset by increased digital costs to support additional enterprise customers on the platform and increased users within our existing customer base, and free trials associated with verbLIVE base.and verbMAIL.
Gross Margin
Total gross margin for the quarterthree months ended SeptemberJune 30, 2021,2022, was $1.8$1.6 million, compared to $1.6$1.3 million for the quarterthree months ended SeptemberJune 30, 2020. The increase is attributed2021, representing a 23% improvement. Gross margins improved as a result of our strategy to the strategic shift tofocus on higher margin digital revenue from the low marginand systematic reduction in non-digital revenue.
Operating Expenses
Research and development expenses were $3.5$1.4 million for the quarterthree months ended SeptemberJune 30, 2021,2022, as compared to $2.4$3.2 million for the quarterthree months ended SeptemberJune 30, 2020.2021, reflecting a 57% reduction. Research and development expenses primarily consisted of fees paid to employees and vendors contracted to perform research projects and develop technology. The increase inAs our products move from research and development is attributed themode to operating mode, we expect our research and development of verbLIVE, our attribution feature, PULSE, MARKETPLACE, enhancements to verbCRM, as well as the Microsoft Outlook integration, among other yet unannounced features and products.
We continue to pursue cost reductions within development department that have been planned for year-end 2021to continue, as we move from R&D mode to maintenance mode for many of our products. While we may likely see some ofexperienced during the planned development cost reduction offset by increases in marketing expenses associated with the upcoming launches of Marketplace and verbTV, we hope to offset those increases in marketing expenses by potential new and additional revenue from Marketplace pre-launch activities currently in the planning stage. Given the progress of Marketplace development, we’ve determined to capitalize $2.3 million in development expenses that will be depreciated over 3 years.three months ended June 30, 2022.
Depreciation and amortization expenses were $400,000$0.4 million for the quarterthree months ended SeptemberJune 30, 2021, as compared to $388,000 for the quarter ended September2022, and June 30, 2020. The increase is associated with the amortization of SoloFire intangible assets.2021.
General and administrative expenses for the quarterthree months ended SeptemberJune 30, 20212022, were $6.1$6.6 million as compared to $6.7$6.5 million for the quarterthree months ended SeptemberJune 30, 2020. The decrease in spending is attributed to lower stock compensation expense2021, materially flat despite inflationary pressure. Our general and administrative expenses remained flat primarily increasing labor costs of $1.3 million offset by increases in labor of $.5$0.7 million, marketing and promotion of $.1$0.2 million, and external softwareother expenses of $.1$0.1 million to support future growth with anticipated product launches,launches. These increases were offset by a decrease in professional services of $1.1 million due to the completion of the implementation of NetSuite computerized ERP system at the beginning of the year and ongoing compliance with Sarbanes Oxley.a legal settlement that occurred in the comparable prior year period.
Other income, (expense), net, for the quarterthree months ended SeptemberJune 30, 2021,2022, was ($.6)$0.4 million, which was attributed to the amortization of debt discount of ($.5) million, and a change in the fair value of derivative liability of $(.1) million. All offset by a gain on extinguishment of a note payable of $.1 million. Other income (expense), net, for the quarter ended September 30, 2020, was $.6 million, which was attributedprimarily attributable to a change in the fair value of derivative liability of $1$1.0 million, offset by financing costs of ($.3) million, and interest expense for amortization of debt discount of ($.1),$0.6 million.
NineSix Months Ended SeptemberJune 30, 2021,2022 as Compared to the NineSix Months Ended SeptemberJune 30, 20202021
The following is a comparison of our results of operations for the ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020:(in thousands):
Nine Months Ended 2021 | Nine Months Ended 2020 | Change | ||||||||||
| Revenue | ||||||||||||
| SaaS recurring subscription revenue | $ | 4,908,000 | $ | 3,809,000 | $ | 1,099,000 | ||||||
| Other digital | 1,059,000 | 1,166,000 | (107,000 | ) | ||||||||
| Total digital revenue | 5,967,000 | 4,975,000 | 992,000 | |||||||||
| Design, printing, and fulfillment | 1,553,000 | 2,277,000 | (724,000 | ) | ||||||||
| Shipping | 298,000 | 614,000 | (316,000 | ) | ||||||||
| Total non-digital revenue | 1,851,000 | 2,891,000 | 1,040,000 | |||||||||
| Total revenue | 7,818,000 | 7,866,000 | (48,000 | ) | ||||||||
| Cost of Revenue | ||||||||||||
| Digital | 1,651,000 | 843,000 | 808,000 | |||||||||
| Design, printing, and fulfillment | 1,520,000 | 2,106,000 | (586,000 | ) | ||||||||
| Shipping | 249,000 | 554,000 | (305,000 | ) | ||||||||
| Total cost of revenue | 3,420,000 | 3,503,000 | (83,000 | ) | ||||||||
| Gross margin | 4,398,000 | 4,363,000 | 35,000 | |||||||||
| Operating expenses | ||||||||||||
| Research and development | 9,610,000 | 5,308,000 | 4,302,000 | |||||||||
| Depreciation and amortization | 1,214,000 | 1,108,000 | 106,000 | |||||||||
| General and administrative | 20,018,000 | 14,187,000 | 5,831,000 | |||||||||
| Total operating expenses | 30,842,000 | 20,603,000 | 10,239,000 | |||||||||
| Loss from operations | (26,444,000 | ) | (16,240,000 | ) | (10,204,000 | ) | ||||||
| Other income (expense), net | ||||||||||||
| Other income (expense) | 85,000 | 1,000 | 84,000 | |||||||||
| Financing costs | - | (248,000 | ) | 248,000 | ||||||||
| Interest expense - amortization of debt discount | (1,537,000 | ) | (384,000 | ) | (1,153,000 | ) | ||||||
| Change in fair value of derivative liability | (2,086,000 | ) | 4,295,000 | (6,381,000 | ) | |||||||
| Gain on extinguishment of note payable | 1,399,000 | - | 1,399,000 | |||||||||
| Debt extinguishment, net | (287,000 | ) | - | (287,000 | ) | |||||||
| Interest expense | (92,000 | ) | (114,000 | ) | 22,000 | |||||||
| Total other income, net | (2,518,000 | ) | 3,550,000 | (6,068,000 | ) | |||||||
| Loss before income tax provision | (28,962,000 | ) | (12,690,000 | ) | (16,272,000 | ) | ||||||
| Deemed dividend to Series A preferred stockholders | (348,000 | ) | (3,951,000 | ) | 3,603,000 | |||||||
| Net loss to common stockholders | $ | (29,310,000 | ) | $ | (16,641,000 | ) | $ | (12,669,000 | ) | |||
| Six Months Ended June 30, | ||||||||||||
| 2022 | 2021 | Change | ||||||||||
| Revenue | ||||||||||||
| Digital revenue | ||||||||||||
| SaaS recurring subscription revenue | $ | 3,978 | $ | 3,062 | $ | 916 | ||||||
| Other digital revenue | 333 | 549 | (216 | ) | ||||||||
| Total digital revenue | 4,311 | 3,611 | 700 | |||||||||
| Non-digital revenue | 779 | 1,307 | (528 | ) | ||||||||
| Total revenue | 5,090 | 4,918 | 172 | |||||||||
| Cost of revenue | ||||||||||||
| Digital | 1,166 | 1,109 | 57 | |||||||||
| Non-digital | 642 | 1,225 | (583 | ) | ||||||||
| Total cost of revenue | 1,808 | 2,334 | (526 | ) | ||||||||
| Gross margin | 3,282 | 2,584 | 698 | |||||||||
| Operating expenses | ||||||||||||
| Research and development | 2,962 | 6,097 | (3,135 | ) | ||||||||
| Depreciation and amortization | 804 | 814 | (10 | ) | ||||||||
| General and administrative | 13,598 | 13,885 | (287 | ) | ||||||||
| Total operating expenses | 17,364 | 20,796 | (3,432 | ) | ||||||||
| Loss from operations | (14,082 | ) | (18,212 | ) | 4,130 | |||||||
| Other income (expense) | ||||||||||||
| Interest expense | (1,398 | ) | (1,104 | ) | (294 | ) | ||||||
| Change in fair value of derivative liability | 2,162 | (1,945 | ) | 4,107 | ||||||||
| Other income (expense) | (45 | ) | 74 | (119 | ) | |||||||
| Debt extinguishment, net | - | 1,030 | (1,030 | ) | ||||||||
| Total other income, net | 719 | (1,945 | ) | 2,664 | ||||||||
| Net loss | $ | (13,363 | ) | $ | (20,157 | ) | $ | 6,794 | ||||
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Revenue
Total digital revenue of approximately. $6.0 million for the 9 months ended September 30, 2021, increased 20% from the 9 months ended September 30, 2020. SaaS recurring digital revenue (a component of Total digital revenue) for the 9 months ended September 30, 2021, was $4.9 million, an increase of 29% for the 9 months ended September 30, 2020.
SaaS recurringsubscription revenue as a percentage of total revenue for the six months ended June 30, 2022, was 78%, compared to 62% for the six months ended June 30, 2021.
For the six months ended June 30, 2022, our total digital revenue was 85% of total revenue compared with 73% for the six months ended June 30, 2021. Total digital revenue for the 9six months ended SeptemberJune 30, 2021,2022 was 82%,$4.3 million, an increase of 19% compared with 77% for the 9 months ended September 30, 2020. Research and development expenses were $9.6to $3.6 million for the 9six months ended SeptemberJune 30, 2021,2021. The increase was primarily driven from SaaS recurring subscription-based revenue associated with our verbCRM, verbLIVE, verbTEAMS, verbLEARN, and verbPULSE applications totaling $4.0 million, an increase of 30% compared with $5.3to $3.1 million reported for the 9six months ended SeptemberJune 30, 2020, with the increase attributed to the development of verbLIVE, VERB’s new Attribution feature, product enhancements to verbCRM, verbPULSE, the Microsoft Outlook integration and the forthcoming new Marketplace platform, among other as yet unannounced features and products.2021.
Total non-digital revenue for the six months ended June 30, 2022, was $0.8 million compared to $1.3 million, a decrease of 40% reported for the six months ended June 30, 2021, which is consistent with the Company’s strategy to exit the low margin printing, fulfillment, and shipping aspects of the legacy business to focus on digital revenue streams.
Cost of Revenue
Total cost of revenue for the ninesix months ended SeptemberJune 30, 2021,2022, was $3.4$1.8 million, compared to $3.5$2.3 million for the ninesix months ended SeptemberJune 30, 2020.2021, reflecting a 23% decrease. The decrease in cost of revenue is primarily attributed to a decrease in non-digital costs partially offset by increased digital costs to support additional enterprise customers on the platform and increased users within our existing customer base, and free trials associated with verbLIVE and verbMAIL.base.
Gross Margin
Total gross margin for the ninesix months ended SeptemberJune 30, 2021,2022, was $4.4$3.3 million, virtually flat with the $4.4compared to $2.6 million for the ninesix months ended SeptemberJune 30, 2020.2021, representing a 27% improvement. Gross margins improved as a result of our strategy to focus on higher margin digital revenue and systematic reduction in non-digital revenue.
Operating Expenses
Research and development expenses were $9.6$3.0 million for the ninesix months ended SeptemberJune 30, 2021,2022, as compared to $5.3$6.1 million for the ninesix months ended SeptemberJune 30, 2020.2021, reflecting a 51% reduction. Research and development expenses primarily consisted of fees paid to employees and vendors contracted to perform research projects and develop technology. The increase inAs our products move from research and development is attributedmode to operating mode, we expect our research and development cost reductions to continue, as experienced during the development of verbLIVE, our attribution feature, PULSE, MARKETPLACE, enhancements to verbCRM, as well as the Microsoft Outlook integration, and our new Marketplace platform.six months ended June 30, 2022.
Depreciation and amortization expenses were $1,214,000$0.8 million for the ninesix months ended SeptemberJune 30, 2021, as compared to $1,108,000 for the nine months ended September2022, and June 30, 2020. The increase is associated with the amortization of SoloFire intangible assets.2021.
General and administrative expenses for the ninesix months ended SeptemberJune 30, 2021,2022, were $20.0$13.6 million, as compared to $14.2$13.9 million for the ninesix months ended SeptemberJune 30, 2020.2021, representing a 2% decrease despite inflationary pressure. The increasedecrease in general and administrative expenses is primarily due to lower spending was to support growth, anticipated product launches, implementation of NetSuite computerized ERP system, ongoing compliance with Sarbanes Oxley, and an additional eight months of SoloFire operations. The notable increases versus the nine months ended September 30, 2020, were increases in labor of $2.2 million, professional services of $1.5 million,on marketing and promotion of $0.2 million, a decrease of $0.8 million in professional services and other, combined with a decrease in share-based compensation of $1.1 million, SoloFireoffset by an increase in labor costs of $0.5$1.8 million and external software of $0.3 million.to support future growth with anticipated product launches.
Other income, (expense), net, for the ninesix months ended SeptemberJune 30, 2021,2022, was ($2.5)$0.7 million, which was attributedprimarily attributable to a change in the fair value of derivative liability of ($2.1) million, the amortization of debt discount of ($1.6) million, debt extinguishment of ($.3) million and interest expense of ($.1) million. All offset by a gain on extinguishment of a note payable of $1.4 million, and other income of $.1 million. Other income (expense), net, for the nine months ended quarter ended September 30, 2020, totaled $3.6 million, which was attributed to a change in the fair value of derivative liability of $4.3$2.1 million, offset by interest expense for amortization of debt discount of ($.4) million, financing costs of ($.3) million, and interest expense of ($.1)$1.4 million.
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Use of Non-GAAP Measures -– Modified EBITDA
In addition to our results under generally accepted accountedaccounting principles (“GAAP”), we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-basedshare-based compensation, financing costs and changes in fair value of derivative liability.
Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Modified EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Modified EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
| Three Months Ended | Nine Months Ended | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||
| September 30, 2021 | September 30, 2020 | September 30, 2021 | September 30, 2020 | |||||||||||||||||||||||||||||
| (in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||||||||
| Net loss | $ | (8,805,000 | ) | $ | (7,320,000 | ) | $ | (28,962,000 | ) | $ | (12,690,000 | ) | $ | (6,374 | ) | $ | (11,812 | ) | $ | (13,363 | ) | $ | (20,157 | ) | ||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||
| Other (income) / expense, net | (8,000 | ) | 2,000 | (85,000 | ) | (1,000 | ) | |||||||||||||||||||||||||
| Stock compensation expense | 986,000 | 2,244,000 | 4,652,000 | 4,796,000 | ||||||||||||||||||||||||||||
| Financing costs | - | 248,000 | - | 248,000 | ||||||||||||||||||||||||||||
| Amortization of debt discount | 497,000 | 110,000 | 1,537,000 | 384,000 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 395 | 400 | 804 | 814 | ||||||||||||||||||||||||||||
| Share-based compensation | 1,317 | 1,264 | 2,618 | 3,666 | ||||||||||||||||||||||||||||
| Interest expense | 642 | 596 | 1,398 | 1,104 | ||||||||||||||||||||||||||||
| Change in fair value of derivative liability | 141,000 | (975,000 | ) | 2,086,000 | (4,295,000 | ) | (1,024 | ) | 2,445 | (2,162 | ) | 1,945 | ||||||||||||||||||||
| Gain on extinguishment of note payable | (82,000 | ) | - | (1,399,000 | ) | - | ||||||||||||||||||||||||||
| Other (income)/ expense | (19 | ) | (20 | ) | 45 | (74 | ) | |||||||||||||||||||||||||
| Debt extinguishment, net | - | - | 287,000 | - | - | (91 | ) | - | (1,030 | ) | ||||||||||||||||||||||
| Interest expense | 28,000 | 40,000 | 92,000 | 114,000 | ||||||||||||||||||||||||||||
| Depreciation and amortization | 400,000 | 388,000 | 1,214,000 | 1,108,000 | ||||||||||||||||||||||||||||
| Other non-recurring | - | - | 126 | - | ||||||||||||||||||||||||||||
| Total EBITDA adjustments | 1,962,000 | 2,057,000 | 8,384,000 | 2,354,000 | 1,311 | 4,594 | 2,829 | 6,425 | ||||||||||||||||||||||||
| Modified EBITDA | $ | (6,843,000 | ) | $ | (5,263,000 | ) | $ | (20,578,000 | ) | $ | (10,336,000 | ) | $ | (5,063 | ) | $ | (7,218 | ) | $ | (10,534 | ) | $ | (13,732 | ) | ||||||||
The $1.6$2.2 million decreaseincrease in Modified EBITDA for the three months ended SeptemberJune 30, 2021,2022, compared to the same period in 2020,2021, resulted from increased revenues, decreases in cost of revenue, research and development, and professional services offset by an increase in research and development, labor related costs marketing and promotion, external software, and professional services.to support future growth.
The $10.2$3.2 million decreaseincrease in Modified EBITDA for the ninesix months ended SeptemberJune 30, 2021,2022, compared to the same period in 2020,2021, resulted from an increaseincreased revenues, decreases in cost of revenue, research and development, professional services, and marketing and promotion, offset by an increase in labor related costs professional services, marketing and promotion, eight months of expenses related to SoloFire, and external software.support future growth.
We present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:
| ● | Modified EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
| ● | Modified EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
| ● | Modified EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and |
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| ● | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Modified EBITDA does not reflect any cash requirements for such replacements. |
Liquidity and Capital Resources
Going Concern
We have incurred operating losses and negative cash flows from operations since inception. We incurred a net loss of $28,962,000$13.4 million during the ninesix months ended SeptemberJune 30, 2021.2022. We also utilized cash in operations of $18,223,000$11.0 million during the ninesix months ended SeptemberJune 30, 2021.2022. As a result, our continuation as a going concern is dependent on our ability to obtain additional financing until we can generate sufficient cash flows from operations to meet our obligations. We intend to continue to seek additional debt or equity financing to continue our operations.
Our consolidated financial statements have been prepared onOn January 12, 2022, we entered into a going concern basis, which implies we maycommon stock purchase agreement with Tumim Stone Capital LLC. Pursuant to the agreement, the Company has the right, but not continuethe obligation, to meetsell to the Investor, and the Investor is obligated to purchase, up to $50.0 million of newly issued shares of our obligationscommon stock, par value $0.0001 per share from time to time during the term of the agreement, subject to certain limitations and continue our operationsconditions. The Total Commitment is inclusive of 607,287 shares of common stock issued to the Investor as consideration for its commitment to purchase shares of common stock under the next twelve months. Our continuation as a going concern is dependent upon our ability to obtain necessary debt or equity financing to continue operations until we begin generating positive cash flow. In addition, our independent registered public accounting firm, in its report on our December 31, 2020, consolidated financial statements, has raised substantial doubt about our ability to continue as a going concern.Common Stock Purchase Agreement.
On January 12, 2022, we also entered into a securities purchase agreement with three institutional investors providing for the sale and issuance of an aggregate original principal amount of $6.3 million in convertible notes due 2023. We also entered into a security agreement with the Note Holders, dated January 12, 2022, in connection with the Note Offering, pursuant to which we granted a security interest to the Note Holders in substantially all of its assets.
On April 20, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”), which provides for the sale and issuance by the Company of an aggregate of (i) 14,666,667 shares of the Company’s common stock, $0.0001 par value per share, at a purchase price of $0.75 per share, and (ii) warrants to purchase 14,666,667 shares of the common stock at an exercise price of $0.75 per share, for aggregate gross proceeds of $11,000 before deducting placement agent commissions and other offering expenses (the “Registered Direct Offering”). The Purchase Agreement, among other things, restricts us from selling shares of Common Stock pursuant to the Common Stock Purchase Agreement and pursuant to an “at-the-market” offering previously entered into with Truist Securities. As a result of this transaction, certain of our Series A warrants which previously had exercise prices ranging from $1.10 to $2.10 per share were repriced to $0.75 per share. As a result of entering into the Purchase Agreement, the Company repaid $1.6 million in principal payments of the Notes issued pursuant to the Note Offering.
If the Company is unable to generate sufficient cash flow from operations to operate its business and pay its debt obligations as they become due, it may need to seek to raise additional capital, borrow additional funds, dispose of assets, reduce or delay capital expenditures, or change its business strategy. There iscan be no assurance that wethe Company will ever be profitable or that debt or equity financing will be available to us in the amounts, on terms, andor at times deemed acceptable to us, if at all.by the Company. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders and could include rights or preferences senior to those the current stockholders. Obtaining commercial loans assuming those loans would be available, would increase ourthe Company’s liabilities and future cash commitments.commitments and potentially impose significant operational or financial restrictions. If we arethe Company is unable to obtain financing in the amounts and on terms deemed acceptable, to us, wethe Company may be unable to continue ourits business, as planned, and as a result may be required to scale back or cease operations, for our business,which may result in the results of which would be that our stockholders would loselosing some or all of their investment. The
For additional information, refer to Note 1 to the condensed consolidated financial statements, do not include any adjustments to reflectand the possible future effects onsection titled “Risk Factors”, within the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.2021 Annual Report.
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Overview
As of SeptemberJune 30, 2021,2022, we had cash of $3,658,000.$5.5 million. We estimate our operating expenses for the next twelve months may continue to exceed any revenue we generate, and we may need to raise capital through either debt or equity offerings to continue operations. Due to market conditions and the early stage of our operations, there is considerable risk that we will not be able to raise such financings at all, or on terms that are not dilutive to our existing stockholders. We can offer no assurance that we will be able to raise such funds. If we are unable to raise the funds we require for all of our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and we may be forced to reduce or discontinue operations.
The following is a summary of our cash flows from operating, investing, and financing activities for the ninesix months ended SeptemberJune 30, 2022 and 2021 and 2020:(in thousands):
| Nine Months Ended | Six Months Ended June 30, | |||||||||||||||
| September 30, 2021 | September 30, 2020 | 2022 | 2021 | |||||||||||||
| Cash used in operating activities | $ | (18,223,000 | ) | $ | (9,790,000 | ) | $ | (11,002 | ) | $ | (13,620 | ) | ||||
| Cash used in investing activities | (2,344,000 | ) | (88,000 | ) | ||||||||||||
| Cash (used in) / provided by investing activities | (4,211 | ) | 11 | |||||||||||||
| Cash provided by financing activities | 22,410,000 | 19,617,000 | 19,823 | 18,243 | ||||||||||||
| Increase in cash | $ | 1,843,000 | $ | 9,739,000 | $ | 4,610 | $ | 4,634 | ||||||||
Cash Flows – Operating
For the ninesix months ended SeptemberJune 30, 2021,2022, our cash flows used in operating activities amounted to $18.2$11.0 million, compared to cash used for the ninesix months ended SeptemberJune 30, 2020,2021, of $9.8$13.6 million. The change is attributedWe generated $2.6 million additional cash from operations due to the growth of the business that increased producthigher revenues, decreases in research and development expenses, both offset by an increase in labor related costs marketing and promotion, professional services, inclusion of SoloFire operating expenses, and external software costs. Plus, a change in accounts receivable of ($873,000), a change in deferred compensation of ($521,000), offset by a change in accounts payable, accrued expenses, and accrued interest of 2,552,000 and a change in deferred revenue and customer deposits of $793,000, compared to the nine months ended September 30, 2020.support future growth.
Cash Flows – Investing
For the ninesix months ended SeptemberJune 30, 2021, our cash flows used for investing activities amounted to ($2,344,000), which was attributed to the capitalization of research and development costs of ($2,329,000), the purchase of property and equipment of ($26,000), offset from proceeds from the sale of property and equipment of $11,000. For the nine months ended September 30, 2020,2022, our cash flows used in investing activities amounted to ($88,000). The change is attributed$4.2 million, primarily due to fixed asset purchases associated with new officesour investment in Newport Beach, California and cash receivedcapitalized software development costs related to the acquisition of SoloFire in September 2020.MARKET.
Cash Flows – Financing
Our cash provided by financing activities for the ninesix months ended SeptemberJune 30, 2021,2022 amounted to $22.4$19.8 million, which represented $18.9$20.1 million of net proceeds from the issuance of shares of our common stock, advances on future receipts$6.0 million of $7.4 million,gross proceeds from warrant exercisesthe issuance of $2.8 million,notes payable, and proceeds from option exercises of $569,000,$0.4 million, all offset by ($7.2)$4.4 million of payments against advance on future receipts. Our cash provided by financing activities for the nine months ended September 30, 2020, amounted to $19.6 million, which represented $16.8 million of net proceeds from the issuance of shares of our common stock, proceeds from warrant exercises of $2.2 million, $1.4 million of net proceeds from notes payable and $728,000 from advances on future receipts, all offset by ($1.4)$1.9 million of payments against advance on future receipts.notes payable and payments for debt issuance costs of $0.4 million.
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Shares Issued as Part of the Company’s At-The-Market IssuancesAdvances on Future Receipts
In AugustOn October 29, 2021, we received secured advances from an unaffiliated third party totaling $2.7 million for the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) (“ATM”) with Truist Securities, Inc. (the “Sales Agent”), pursuantpurchase of future receipts/revenues of $3.8 million. As of June 30, 2022, the outstanding balance of the note was $0.6 million. Subsequent to June 30, 2022, the Company’s Registration Statement on Form S-3 (File No. 333-252167). The ATM offering is a follow-on offering of securities utilized by the Companyremaining balance was paid in order to raise capital over a period of time. In an ATM offering, the Company sells newly issued shares into the trading market through a designated sales agent at prevailing market prices.full.
During the nine months ended September 30, 2021, the Company received net proceeds of $4,722,000. The Company terminated the Sales Agreement in October 2021.
Notes Payable – Related Parties
We hadhave the following outstanding notes payable to related parties as of SeptemberJune 30, 2021:2022 (in thousands):
| Note | Issuance Date | Maturity Date | Interest Rate | Original Borrowing | Balance at September 30, 2021 | |||||||||||
| Note (A) | December 1, 2015 | February 8, 2023 | 12.0 | % | $ | 1,249,000 | $ | 725,000 | ||||||||
| Note (B) | December 1, 2015 | April 1, 2017 | 12.0 | % | 112,000 | - | ||||||||||
| Note (C) | April 4, 2016 | June 4, 2021 | 12.0 | % | 343,000 | 40,000 | ||||||||||
| Total notes payable – related parties, net | 765,000 | |||||||||||||||
| Non-current | (725,000 | ) | ||||||||||||||
| Current | $ | 40,000 | ||||||||||||||
| Note | Issuance Date | Maturity Date | Interest Rate | Original Borrowing | Balance at June 30, 2022 | |||||||||||
| Related party note payable (A) | December 1, 2015 | April 1, 2023 | 12.0 | % | $ | 1,249 | $ | 725 | ||||||||
| Related party note payable (B) | April 4, 2016 | June 4, 2021 | 12.0 | % | 343 | 40 | ||||||||||
| Note payable (C) | May 15, 2020 | May 15, 2050 | 3.75 | % | 150 | 150 | ||||||||||
| Convertible Notes Due 2023 (D) | January 12, 2022 | January 12, 2023 | 6.0 | % | $ | 6,300 | 4,404 | |||||||||
| Debt discount | (128 | ) | ||||||||||||||
| Debt issuance costs | (196 | ) | ||||||||||||||
| Total notes payable | 4,995 | |||||||||||||||
| Non-current | (875 | ) | ||||||||||||||
| Current | $ | 4,120 | ||||||||||||||
| (A) | On December 1, 2015, we issued a convertible note payable to Mr. |
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| (B) | ||
| On April 4, 2016, we issued a convertible note to Mr. Cutaia, in the amount of |
Deferred Incentive Compensation
| Note | Issuance Date | Maturity Date | Balance at September 30, 2021 | |||||
| Rory J. Cutaia (A) | December 23, 2019 | 50% on January 10, 2021, and 50% on January 10, 2022 | $ | 215,000 | ||||
| Rory J. Cutaia (B) | December 23, 2019 | 50% on January 10, 2021, and 50% on January 10, 2022 | 161,000 | |||||
| Jeff Clayborne (A) | December 23, 2019 | 50% on January 10, 2021, and 50% on January 10, 2022 | 63,000 | |||||
| Jeff Clayborne (B) | December 23, 2019 | 50% on January 10, 2021, and 50% on January 10, 2022 | 82,000 | |||||
| Total deferred compensation payable – related parties | 521,000 | |||||||
| Non-current | - | |||||||
| Current | $ | 521,000 | ||||||
| |
|
Advance on Future Receipts
| Note | Issuance Date | Maturity Date | Interest Rate | Original Borrowing | Balance at September 30, 2021 | |||||||||||||||
| Note A | January 13, 2021 | September 10, 2021 | 28 | % | $ | 844,000 | $ | - | ||||||||||||
| Note A | January 13, 2021 | September 10, 2021 | 28 | % | 844,000 | - | ||||||||||||||
| Note B | February 18, 2021 – March 3, 2021 | August 3, 2021 – August 15, 2021 | 3 | % | 1,696,000 | - | ||||||||||||||
| Note C | June 30, 2021 | December 31, 2021 | 7 | % | 1,210,000 | 618,000 | ||||||||||||||
| Note D | June 30, 2021 | March 1, 2022 | 28 | % | 2,720,000 | 1,750,000 | ||||||||||||||
| Total | $ | 7,314,000 | 2,368,000 | |||||||||||||||||
| Debt discount | (515,000 | ) | ||||||||||||||||||
| Net | $ | 1,853,000 | ||||||||||||||||||
| (C) |
| |
Notes Payable
| Note | Issuance Date | Maturity Date | Interest Rate | Original Borrowing | Balance at September 30, 2021 | |||||||||||||||
| Note A | April 17, 2020 | April 17, 2022 | 1.00 | % | $ | 1,218,000 | $ | - | ||||||||||||
| Note B | May 15, 2020 | May 15, 2050 | 3.75 | % | 150,000 | 150,000 | ||||||||||||||
| Note C | May 1, 2020 | May 1, 2022 | 3.75 | % | 90,000 | - | ||||||||||||||
| Total notes payable | 1,458,000 | 150,000 | ||||||||||||||||||
| Non-current | (1,458,000 | ) | (150,000 | ) | ||||||||||||||||
| Current | $ | - | $ | - | ||||||||||||||||
| |
| On May 15, 2020, |
| (D) | On
As of June 30, 2022, the outstanding balance of the Note amounted to $4.4 million. We have repaid $1.9 million in principal and $0.1 million of accrued interest. Beginning on May |
Critical Accounting Policies
OurThe condensed consolidated financial statements have been prepared in accordance with GAAP, which require that we make certain assumptions and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, and other factors that management believes to be reasonable. In addition, the Company has considered the potential impact of the pandemic, as well as certain macroeconomic factors, including inflation, rising interest rates, and recessionary concerns, on its business and operations.
Significant estimates include assumptions made for reserves of uncollectible accounts receivable, assumptions made in valuing assets acquired in business combinations, impairment testing of goodwill and other long-lived assets, the valuation ofallowance for deferred tax assets, assumptions used in valuing derivative liability, valuation of debt and equity instruments,liabilities, assumptions used in valuing share-based compensation, arrangements and long-lived assets. Amountsaccruals for potential liabilities. Some of those assumptions can be subjective and complex, and therefore, actual results could differ materially changefrom those estimates under different assumptions or conditions
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Revenue Recognition
The Company derives its revenue primarily from providing application services through the SaaS application, digital marketing and sales support services.
The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the future.contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.
A description of our principal revenue generating activities is as follows:
| 1. | Digital Revenue, which is divided into two main categories: |
| a. | SaaS recurring digital revenue based on contract-based subscriptions to our verb app products and platform services which include verbCRM, verbLEARN, verbLIVE, verbTEAMS, and verbPULSE. The revenue is recognized straight-line over the subscription period. | |
| b. | Non-SaaS, non-recurring digital revenue, which is revenue generated by the use of our app products and in-app purchases, such as sampling and other services obtained through the app. The revenue for samples is recognized upon completion and shipment, while the design fees are recognized when the service has been rendered and the app is delivered to the customer. |
| 2. | Non-digital revenue, which is revenue we generate from non-app, non-digital sources through ancillary services we provide as an accommodation to our clients and customers. These services, which we now outsource to a strategic partner as part of a cost reduction plan we instituted in 2020, includes design, printing services, fulfillment and shipping services. The revenue is recognized upon completion and shipment of products or fulfillment to the customer. Effective April 1, 2022, the Company entered into a customer referral agreement with a third party for its cart site and printing business. Under the agreement, the Company will earn certain percentage for customer referrals, and merchandise sales as well as earn a cart site design fee, all of which will be recognized as non-digital revenue on a net basis. |
Derivative Financial Instruments
The Company evaluates itsWe evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the condensed consolidated balance sheetsheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
We use Level 2 inputs for our valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. Our derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to fair value of derivatives.
Share-Based PaymentsCompensation
We account forThe Company issues stock options and warrants, shares of common stock and restricted stock units as share-based awardscompensation to employees and nonemployee directors and consultantsnon-employees. The Company accounts for its share-based compensation in accordance with the provisions ofFASB ASC 718, Compensation-Stock Compensation and under– Stock Compensation. Share-based compensation cost is measured at the recently issued guidance following FASB’s pronouncement, ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under ASC 718, and applicable updates adopted, share-based awards are valued atgrant date, based on the estimated fair value onof the date of grantaward, and that fair value is recognized as expense over the requisite service or vesting, period. WeThe fair value of restricted stock units is determined based on the number of shares granted and the quoted price of our equity awards usingcommon stock and is recognized as expense over the Black-Scholes option pricing model,service period. Recognition of compensation expense for non-employees is in the same period and accountmanner as if the Company had paid cash for forfeitures when they occur.services.
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Use of the Black-Scholes option pricing model requires the input of subjective assumptions including expected volatility, expected term, and a risk-free interest rate. We estimate volatility using a blend of our own historical stock price volatility as well as that of market comparable entities since our common stock has limited trading history and limited observable volatility of its own. The expected term of the options is estimated by using the Securities and Exchange Commission Staff Bulletin No. 107’s Simplified Method for Estimate Expected Term. The risk-free interest rate is estimated using comparable published federal funds rates.
Goodwill
In accordance with FASB ASC Topic No. 350, Intangibles-Goodwill and Other, we review the recoverability of the carrying value of goodwill and indefinite lived intangible assets for impairment at least annually or whenever events or circumstances indicate a potential impairment. Our impairment testing will be doneis performed annually at December 31 (our fiscal year end). RecoverabilityImpairment of goodwill and indefinite lived intangible assets is determined by comparing the fair value of our reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities.
Intangible Assets with Finite Useful Lives
We have certain finite lived intangible assets that were initially recorded at their fair value at the time of acquisition. TheseThe finite-lived intangible assets consist of developed technology.technology and customer contracts. Indefinite-lived intangible assets consist of domain names. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of five years.
We review all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.
Recently Issued Accounting Pronouncements
For a summary of our recent accounting policies, refer to Note 2 - Summary of Significant Accounting Policies, ofto our unaudited condensed consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.statements.
Off-Balance Sheet Arrangements
As of SeptemberJune 30, 2021,2022, we did not have any off-balance sheet arrangements.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4 - CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosure.
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We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d- 15(e) under the Exchange Act) as of the period covered by this Quarterly Report.June 30, 2022. Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of SeptemberJune 30, 2021.2022 at the reasonable assurance level.
Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting using the criteria in Internal Control — Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three and nine months ended SeptemberJune 30, 2021,2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.
These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
For information regarding
From time to time, the Company is involved in various legal proceedings, disputes or claims arising from or related to the normal course of its business activities. Although the results of legal proceedings, disputes and other claims cannot be predicted with certainty, the Company believes it is not currently a party to any other legal proceedings, disputes or claims which, if determined adversely to the Company, would, individually or taken together, have a material adverse effect on the Company’s business, operating results, financial condition or cash flows. However, regardless of the merit of the claims raised or the outcome, legal proceedings may have an adverse impact on the Company as a result of defense and settlement costs, diversion of management time and resources, and other factors.
For additional information, refer to Note 17, “13 - Commitments and Contingencies” ofContingencies to the Notes to our Consolidated Financial Statements, which is incorporated herein by reference.condensed consolidated financial statements.
ITEM 1A. RISK FACTORS
Our shortAn investment in our common stock and long-term success is subject to numerous risks and uncertainties, many of which involve factors that are difficult to predict or beyond our control. As a result, investingwarrants involves risks. Before making an investment decision, you should carefully consider the information in the Company’s common stock involves substantial risk. The Company’s stockholderssection titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in the condensed consolidated financial statements and the related notes contained within this Quarterly Report. In addition, you should carefully consider the risks and uncertainties described below, in addition to the other information containedsection titled “Risk Factors” in or incorporated by reference into this Quarterlythe 2021 Annual Report, on Form 10-Q, as well as thein our other information we filepublic filings with the SEC from time to time. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are immaterial may also impair our business operations and financial results.SEC. If any of the followingidentified risks actually occurs,are realized, our business, operating results, financial condition or results of operationsand cash flows could be materially and adversely affected. In suchthat case, the trading price of our common stock couldand the value of our warrants may decline, and you could lose all or part of your investment. Our filings with the SEC also contain forward-looking statements that involve risks or uncertainties. Our actual results could differ materially from those anticipated or contemplated by these forward-looking statements as a result of a number of factors, including the risks we face described below, as well as other variables that could affect our operating results. Past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.
Risks Related to Our Business
We have incurred significant net losses and cannot assure you that we will achieve or maintain profitable operations.
We have incurred recurring losses since inception. Our net loss was $28,962,000 for the nine months ended September 30, 2021. We may continue to incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications, and delays, and other unknown events.
We anticipate that our operating expenses will increase substantially in the foreseeable future as we undertake increased technology and production efforts to support our business and increase our marketing and sales efforts to drive an increase in the number of customers and clients utilizing our services. These expenditures may make it more difficult to achieve and maintain profitability. In addition, our efforts to grow our business may be more expensive than we expect, and we may not be able to generate sufficient revenue to offset increased operating expenses. Ifother risks of which we are forced to reduce our expenses, our growth strategy could be compromised. To offset these anticipated increased operating expenses, we will need to generate and sustain significant revenue levels in future periods in order to become profitable, and, even if we do, we may not be able to maintaincurrently unaware, or increase our level of profitability.
Accordingly, we cannot assure you that we will achieve sustainable operating profits as we continue to expand our infrastructure, restructure our balance sheet, further develop our marketing efforts, and otherwise implement our growth initiatives. Any failure to achieve and maintain profitability would have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition, and could cause the value of our common stock, to decline, resulting in a significant or complete loss of your investment.
Our independent registered public accounting firm’s reports for the fiscal years ended December 31, 2020 and 2019 have raised substantial doubt as to our ability to continue as a “going concern.”
Our independent registered public accounting firm indicated in its report on our audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result ifwhich we do not continuecurrently view as a going concern. Therefore, you should not rely on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to stockholders, in the event of liquidation. The presence of the going concern note to our financial statements may have an adverse impact on the relationships we are developing and plan to develop with third parties as we continue the commercialization of our products andmaterial, could make it challenging and difficult for us to raise additional financing, all of which could have a material adverse impact on our business and prospects and result in a significant or complete loss of your investment.
There is no assurance that we will ever be profitable or that debt or equity financing will be available to us in the amounts, on terms, and at times deemed acceptable to us, if at all. The issuance of additional equity securities by us would result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business, as planned, and as a result may be required to scale back or cease operations for our business, the results of which would be that our stockholders would lose some or all of their investment. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should we be unable to continue as a going concern.
Our ability to grow and compete in the future will be adversely affected if adequate capital is not available to us or not available on terms favorable to us.
We have limited capital resources. We have financed our operations entirely through equity investments by founders and other investors and the incurrence of debt, and we expect to continue to finance our operations in the same manner in the foreseeable future. Our ability to continue our normal and planned operations, to grow our business, and to compete in our industry will depend on the availability of adequate capital. We cannot assure you that we will be able to obtain additional funding from those or other sources when or in the amounts needed, on acceptable terms, or at all. If we raise capital through the sale of equity, or securities convertible into equity, it would result in dilution to our then-existing stockholders, which could be significant depending on the price at which we may be able to sell our securities. If we raise additional capital through the incurrence of additional indebtedness, we would likely become subject to further covenants restricting our business activities, and holders of debt instruments may have rights and privileges senior to those of our then-existing stockholders. In addition, servicing the interest and principal repayment obligations under debt facilities could divert funds that would otherwise be available to support development of new programs and marketing to current and potential new clients. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce, or eliminate development of new programs or future marketing efforts, or reduce or discontinue our operations. Any of these events could significantly harm our business, financial condition, and prospects.
The success of our business is dependent upon our ability to maintain and expand our customer base and our ability to convince our customers to increase the use of our services and/or platform. If we are unable to expand our customer base and/or the use of our services and/or platform by our customers declines, our business will be harmed.
Our ability to expand and generate revenue depends, in part, on our ability to maintain and expand our relationships with existing customers and convince them to increase their use of our platform. If our customers do not increase their use of our platform, then our revenue may not grow and our results of operations may be harmed. It is difficult to predict customers’ usage levels accurately and the loss of customers or reductions in their usage levels may have a negative impact on our business, results of operations, and financial condition. If a significant number of customers cease using, or reduce their usage of, our platform, then we may be required to spend significantly more on sales and marketing than we currently plan to spend in order to maintain or increase revenue. These additional expenditures could adversely affect our business, results of operations, and financial condition. Most of our customers do not have long-term contractual financial commitments to us and, therefore, most of our customers could reduce or cease their use of our platform at any time without penalty or termination charges.
The market in which we operate is intensely competitive and, if we do not compete effectively, our operating results could be harmed.
The market for CRM applications is intensely competitive and rapidly changing, barriers to entry are relatively low, and many of our competitors, including Salesforce.com, Microsoft, Oracle, SAP SE, and Adobe, which collectively account for approximately 41% of industry sales, have greater name recognition, longer operating histories, and larger marketing budgets, as well as substantially greater financial, technical, and other resources, than we do. In addition, many of our potential competitors have established marketing relationships and access to larger customer bases, and have major distribution agreements with consultants, system integrators, and resellers. As a result, our competitors may be able to respond more effectively than we can to new or changing opportunities, technologies, standards, or customer requirements. Furthermore, because of these advantages, even if our products and services are more effective than the products and services that our competitors offer, potential customers might accept competitive products and services in lieu of purchasing our products and services. If we do not compete effectively against our current and future competitors, our operating results could be harmed.
We may not be able to increase the number of our strategic relationships or grow the revenues received from our current strategic relationships.
We have entered into certain strategic relationships with other marketing and CRM platforms, such as Oracle NetSuite and Adobe Market, to incorporate and integrate our interactive video technology, and are actively seeking additional strategic relationships. There can be no assurance, however, that these strategic relationships will result in material revenues for us or that we will be able to generate any other meaningful strategic relationships. If we are not able to increase the number of our strategic relationships or grow the revenues received from our current strategic relationships, our operating results could be harmed.
We may not be able to develop enhancements and new features to our existing service or acceptable new services that keep pace with technological developments.
If we are unable to develop enhancements to, and new features for, our sales enablement applications that keep pace with rapid technological developments, such as verbLIVE, our business will be harmed. The success of enhancements, new features, and services depends on several factors, including the timely completion, introduction, and market acceptance of the feature or edition. Failure in this regard may significantly impair our revenue growth or harm our reputation. We may not be successful in either developing these modifications and enhancements or in timely bringing them to market at a competitive price or at all. Furthermore, uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, could increase our research and development expenses. Any failure of our service to operate effectively with future network platforms and technologies could reduce the demand for our service, result in customer dissatisfaction, and harm our business.
Our ability to deliver our services is dependent on third party Internet providers.
The Internet’s infrastructure is comprised of many different networks and services that, by design, are highly fragmented and distributed. This infrastructure is run by a series of independent, third-party organizations that work together to provide the infrastructure and supporting services of the Internet under the governance of the Internet Corporation for Assigned Numbers and Names (“ICANN”) and the Internet Assigned Numbers Authority (“IANA”), which is now related to ICANN.
The Internet has experienced, and will continue to experience, a variety of outages and other delays due to damages to portions of its infrastructure, denial-of-service attacks, or related cyber incidents. These scenarios are not under our control and could reduce the availability of the Internet to us or our customers for delivery of our services. Any resulting interruptions in our services or the ability of our customers to access our services could result in a loss of potential or existing customers and harm our business.
Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information, proprietary business information of our customers, including, credit card and payment information, and personally identifiable information of our customers and employees. The secure processing, maintenance, and transmission of this information is critical to our operations and business strategy. As such, we are subject to federal, state, provincial and foreign laws regarding privacy and protection of data. Some jurisdictions have enacted laws requiring companies to notify individuals of data security breaches involving certain types of personal data and our agreements with certain customers require us to notify them in the event of a security incident. Evolving regulations regarding personal data and personal information, in the European Union and elsewhere, including, but not limited to, the General Data Protection Regulation, and the California Consumer Privacy Act of 2018, especially relating to classification of IP addresses, machine identification, location data and other information, may limit or inhibit our ability to operate or expand our business. Such laws and regulations require or may require us or our customers to implement privacy and security policies, permit consumers to access, correct or delete personal information stored or maintained by us or our customers, inform individuals of security incidents that affect their personal information, and, in some cases, obtain consent to use personal information for specified purposes.
We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information we collect, use, store, and disclose, and we take steps to strengthen our security protocols and infrastructure, however, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance, or other disruptions. We also could be negatively impacted by software bugs or other technical malfunctions, as well as employee error or malfeasance. Advanced cyber-attacks can be multi-staged, unfold over time, and utilize a range of attack vectors with military-grade cyber weapons and proven techniques, such as spear phishing and social engineering, leaving organizations and users at high risk of being compromised. Any such access, disclosure, or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, a disruption of our operations, damage to our reputation, a loss of confidence in our business, early termination of our contracts and other business losses, indemnification of our customers, liability for stolen assets or information, increased cybersecurity protection and insurance costs, financial penalties, litigation, regulatory investigations and other significant liabilities, any of which could materially harm our business any of which could adversely affect our business, revenues, and competitive position.
Our success depends, in part, on the capacity, reliability, and security of our information technology hardware and software infrastructure, as well as our ability to adapt and expand our infrastructure.
The capacity, reliability, and security of our information technology hardware and software infrastructure are important to the operation of our current business, which would suffer in the event of system failures. Likewise, our ability to expand and update our information technology infrastructure in response to our growth and changing needs is important to the continued implementation of our new service offering initiatives. Our inability to expand or upgrade our technology infrastructure could have adverse consequences, including the delayed provision of services or implementation of new service offerings, and the diversion of development resources. We rely on third parties for various aspects of our hardware and software infrastructure. Third parties may experience errors or disruptions that could adversely impact us and over which we may have limited control. Interruption and/or failure of any of these systems could disrupt our operations and damage our reputation, thus adversely impacting our ability to provide our products and services, retain our current users, and attract new users. In addition, our information technology hardware and software infrastructure may be vulnerable to unauthorized access, misuse, computer viruses, or other events that could have a security impact. If one or more of such events occur, our customer and other information processed and stored in, and transmitted through, our information technology hardware and software infrastructure, or otherwise, could be compromised, which could result in significant losses or reputational damage. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses, any of which could substantially harm our business and our results of operations.
We are dependent on third parties to, among other things, maintain our servers, provide the bandwidth necessary to transmit content, and utilize the content derived therefrom for the potential generation of revenues.
We depend on third-party service providers, suppliers, and licensors to supply some of the services, hardware, software, and operational support necessary to provide some of our products and services. Some of these third parties do not have a long operating history or may not be able to continue to supply the equipment and services we desire in the future. If demand exceeds these vendors’ capacity, or if these vendors experience operating or financial difficulties or are otherwise unable to provide the equipment or services we need in a timely manner, at our specifications and at reasonable prices, our ability to provide some products and services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay our ability to serve our users. These events could materially and adversely affect our ability to retain and attract users, and have a material negative impact on our operations, business, financial results, and financial condition.
We may not be able to find suitable software developers at an acceptable cost.
We currently rely on certain key suppliers and vendors in the coding and maintenance of our software. We will continue to require such expertise in the future. Due to the current demand for skilled software developers, we run the risk of not being able to find or retain suitable and qualified personnel at an acceptable price, or at all. Without these developers, we may not be able to further develop and maintain our software, which is the most important aspect of our business development.
The success of our business is highly correlated to general economic conditions.
Demand for our products and services is highly correlated with general economic conditions, as a substantial portion of our revenue is derived from discretionary spending by individuals, which typically declines during times of economic instability. Declines in economic conditions in the United States or in other countries in which we operate, including declines as a result of the COVID-19 pandemic, and may operate in the future may adversely impact our financial results. Because such declines in demand are difficult to predict, we or our industry may have increased excess capacity as a result. An increase in excess capacity may result in declines in prices for our products and services. Our ability to grow or maintain our business may be adversely affected by sustained economic weakness and uncertainty, including the effect of wavering consumer confidence, high unemployment, and other factors. The inability to grow or maintain our business would adversely affect our business, financial conditions, and results of operations, and thereby an investment in our common stock.
Our failure to adequately protect our intellectual property rights could diminish the value of our products, weaken our competitive position and reduce our revenue, and infringement claims asserted against us or by us, could have a material adverse effect.
We regard the protection of our intellectual property, which includes patents, trade secrets, copyrights, trademarks and domain names, as critical to our success. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual restrictions. We enter into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with parties with whom we conduct business in order to limit access to, and disclosure and use of, our proprietary information. However, these contractual arrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of our proprietary information or deter independent development of similar technologies by others.
We have two patents related to our system for providing access to, storing and distributing content, and we recently filed a provisional patent application with the U.S. Patent and Trademark Office (“PTO”), with respect to our interactive video technology. We have one patent related to methods for generating a custom campaign, and one continuation with respect to the same. Our provisional patent application may not result in the issuance of a patent, or certain claims may be rejected or may need to be narrowed, which may limit the protection we are attempting to obtain. In addition, our existing patents and any future patents that may be issued to us, may not protect commercially important aspects of our technology. Furthermore, the validity and enforceability of our patents may be challenged by third parties, which may result in our patents being invalidated or modified by the PTO, various legal actions against us, the need to develop or obtain alternative technology, and/or obtain appropriate licenses under third party patents, which may not be available on acceptable terms or at all.
We have registered domain names and trademarks in the United States and may also pursue additional registrations both in and outside the United States. Effective trade secret, copyright, trademark, domain name and patent protection are expensive to develop and maintain, both in terms of initial and ongoing registration requirements and the costs of defending our rights. We may be required to protect our intellectual property in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location.
Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights may not be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. In addition, our competitors may independently develop similar technology. The laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and our intellectual property. Our failure to meaningfully protect our intellectual property could result in competitors offering services that incorporate our most technologically advanced features, which could seriously reduce demand for our products. In addition, we may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination that is unfavorable to us. In addition, litigation is inherently uncertain, and thus we may not be able to stop its competitors from infringing upon our intellectual property rights.
Natural disasters and other events beyond our control could materially adversely affect us.
Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services.
Our future success depends on our key executive officers and our ability to attract, retain, and motivate qualified personnel.
Our future success largely depends upon the continued services of our executive officers and management team, especially our Chief Executive Officer, Chairman of our board of directors, and President, Mr. Rory J. Cutaia. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Additionally, we may incur additional expenses to recruit and retain new executive officers. If any of our executive officers joins a competitor or forms a competing company, we may lose some or all of our customers. Finally, we do not maintain “key person” life insurance on any of our executive officers. Because of these factors, the loss of the services of any of these key persons could adversely affect our business, financial condition, and results of operations, and thereby an investment in our stock.
Our continuing ability to attract and retain highly qualified personnel will also be critical to our success because we will need to hire and retain additional personnel as our business grows. There can be no assurance that we will be able to attract or retain highly qualified personnel. We face significant competition for skilled personnel in our industries. This competition may make it more difficult and expensive to attract, hire, and retain qualified managers and employees. Because of these factors, we may not be able to effectively manage or grow our business, which could adversely affect our financial condition or business. As a result, the value of your investment could be significantly reduced or completely lost.
Risks Related to an Investment in Our Securities
Raising additional capital, including through future sales and issuances of our common stock, warrants or the exercise of rights to purchase common stock pursuant to our equity incentive plan could result in additional dilution of the percentage ownership of our stockholders, could cause our share price to fall and could restrict our operations.
We expect that significant additional capital will be needed in the future to continue our planned operations, including any potential acquisitions, hiring new personnel and continuing activities as an operating public company. To the extent we seek additional capital through a combination of public and private equity offerings and debt financings, our stockholders may experience substantial dilution. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders may be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt and receivables financings may be coupled with an equity component, such as warrants to purchase shares of our common stock, which could also result in dilution of our existing stockholders’ ownership. The incurrence of indebtedness would result in increased fixed payment obligations and could also result in certain restrictive covenants, such as limitations on our ability to incur additional debt and other operating restrictions that could adversely impact our ability to conduct our business. A failure to obtain adequate funds may cause us to curtail certain operational activities, including sales and marketing, in order to reduce costs and sustain the business, and would have a material adverse effect on our business, operating results, financial condition and financial condition.cash flows.
In addition, we have granted optionsDuring the three months ended June 30, 2022, there were no material changes to purchase shares of our common stock pursuant to our equity incentive plansthe risks and have registered 16,000,000 shares of common stock underlying options and shares granted pursuant to our equity incentive plans. Sales of shares issued upon exercise of options granted under our equity compensation plans may resultuncertainties described in material dilution to our existing stockholders, which could cause our price of our common stock to fall.the section titled “Risk Factors” in the 2021 Annual Report.
Our issuance of additional shares of preferred stock could adversely affect the market value of our common stock, dilute the voting power of common stockholders and delay or prevent a change of control.
Our board of directors have the authority to cause us to issue, without any further vote or action by the stockholders, up to an additional 14,994,000 shares of preferred stock in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price or prices and liquidation preferences of such series. As of August 9, 2021, the Company elected to convert all of the outstanding shares of the Company’s Series A Convertible Preferred Stock into shares of the Company’s common stock. As a result of the Conversion, the Company issued an aggregate of 1,706,000 shares of Common Stock and has no shares of Preferred Stock remaining outstanding.
The issuance of shares of preferred stock with dividend or conversion rights, liquidation preferences or other economic terms favorable to the holders of preferred stock could adversely affect the market price for our common stock by making an investment in the common stock less attractive. For example, investors in the common stock may not wish to purchase common stock at a price above the conversion price of a series of convertible preferred stock because the holders of the preferred stock would effectively be entitled to purchase common stock at the lower conversion price causing economic dilution to the holders of common stock.
Further, the issuance of shares of preferred stock with voting rights may adversely affect the voting power of the holders of our other classes of voting stock either by diluting the voting power of our other classes of voting stock if they vote together as a single class, or by giving the holders of any such preferred stock the right to block an action on which they have a separate class vote even if the action were approved by the holders of our other classes of voting stock. The issuance of shares of preferred stock may also have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares.
The market price of our common stock has been, and may continue to be, subject to substantial volatility.
The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including;
Statements of, or changes in, opinions, ratings, or earnings estimates made by brokerage firms or industry analysts relating to the markets in which we operate or expect to operate could have an adverse effect on the market price of our common stock. In addition, the stock market as a whole, as well as our particular market segment, has from time to time experienced extreme price and volume fluctuations, which may affect the market price for the securities of many companies, and which often have appeared unrelated to the operating performance of such companies. Any of these factors could negatively affect our stockholders’ ability to sell their shares of common stock at the time and price they desire.
A decline in the price of our common stock could affect our ability to raise further working capital, which could adversely impact our ability to continue operations.
A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. We may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities; thus, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may adversely affect investors’ desire to invest in our securities. If we are unable to raise the funds we require for all of our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products or services and continue our current operations. As a result, our business may suffer, and we may be forced to reduce or discontinue operations. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to reduce or discontinue operations.
Because we do not intend to pay any cash dividends on our shares of common stock in the near future, our stockholders will not be able to receive a return on their shares unless and until they sell them.
We intend to retain a significant portion of any future earnings to finance the development, operation and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the near future. The declaration, payment, and amount of any future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of operations, cash flows, and financial condition, operating and capital requirements, and other factors as our board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless our board of directors determines to pay dividends, our stockholders will be required to look to appreciation of our common stock to realize a gain on their investment. There can be no assurance that this appreciation will occur.
Because our directors and executive officers are among our largest stockholders, they can exert significant control over our business and affairs and have actual or potential interests that may depart from those of investors.
Certain of our executive officers and directors own a significant percentage of our outstanding capital stock. We estimate our executive officers and directors and their respective affiliates beneficially owned approximately 8.7% of our outstanding voting stock as of November 10, 2021. The holdings of our directors and executive officers may increase further in the future upon vesting or other maturation of exercise rights under any of the options or warrants they may hold or in the future be granted, or if they otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of our other stockholders. As a result, in addition to their board seats and offices, such persons will have significant influence and control over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:
This concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover, or other business consolidation, or discouraging a potential acquirer from making a tender offer for our common stock, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
Our common stock has been categorized as “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirements.
The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
The Financial Industry Regulatory Authority, Inc. has adopted sales practice requirements that historically may have limited a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements historically has made it more difficult for broker-dealers to recommend that their customers buy our common stock, which could limit your ability to buy and sell our common stock, have an adverse effect on the market for our shares, and thereby depress our price per share of common stock.
The elimination of monetary liability against our directors, officers, and employees under Nevada law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.
Our articles of incorporation and bylaws contain provisions permitting us to eliminate the personal liability of our directors and officers to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. In addition, we have entered into indemnification agreements with our directors and officers to provide such indemnification rights. We may also have contractual indemnification obligations under any future employment agreements with our officers. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.
Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of us.
Nevada has a business combination law that prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after an “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then-outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.
The potential effect of Nevada’s business combination law is to discourage parties interested in taking control of us from doing so if these parties cannot obtain the approval of our board of directors. Both of these provisions could limit the price investors would be willing to pay in the future for shares of our common stock.
Our bylaws contain an exclusive forum provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the state and federal courts in the State of Nevada shall be the exclusive forum for any litigation relating to our internal affairs, including, without limitation: (a) any derivative action brought on behalf of us, (b) any action asserting a claim for breach of fiduciary duty to us or our stockholders by any current or former officer, director, employee, or agent of us, or (c) any action against us or any current or former officer, director, employee, or agent of us arising pursuant to any provision of the Nevada Revised Statutes, the articles of incorporation, or the bylaws.
For the avoidance of doubt, the exclusive forum provision described above does not apply to any claims arising under the Securities Act or Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
The choice of forum provision in our bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents even though an action, if successful, might benefit our stockholders. The applicable courts may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. With respect to the provision making the state and federal courts in the State of Nevada the sole and exclusive forum for certain types of actions, stockholders who do bring a claim in the state and federal courts in the State of Nevada could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Nevada. Finally, if a court were to find this provision of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have a material adverse effect on us.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
Reference is made to the exhibits listed on the Index to Exhibits.
| 42 |
INDEX TO EXHIBITS
*The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing.
| * | Filed herewith. | |
| ** | The certifications shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in any such filing. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VERB TECHNOLOGY COMPANY, INC. | ||
| Date: | By: | /s/ Rory J. Cutaia |
| Rory J. Cutaia | ||
| President, Chief Executive Officer, | ||
| Secretary, and Director | ||
| (Principal Executive Officer) | ||
| Date: | By: | /s/ |
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||