Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | SharpLink Gaming, Inc. |
Entity Central Index Key | 0001981535 |
Entity Tax Identification Number | 87-4752260 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 333 Washington Avenue North |
Entity Address, Address Line Two | Suite 104 |
Entity Address, City or Town | Minneapolis |
Entity Address, State or Province | MN |
Entity Address, Postal Zip Code | 55401 |
City Area Code | (612) |
Local Phone Number | 293-0619 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | Chief Executive Officer |
Entity Address, Address Line Two | 333 Washington Avenue North |
Entity Address, Address Line Three | Suite 104 |
Entity Address, City or Town | Minneapolis |
Entity Address, State or Province | MN |
Entity Address, Postal Zip Code | 55401 |
City Area Code | (612) |
Local Phone Number | 293-0619 |
Contact Personnel Name | Attn: Rob Phythian |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets | |||
Cash | $ 31,874,620 | $ 39,324,529 | $ 6,065,461 |
Restricted cash | 10,785,568 | 11,132,957 | |
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively | 1,360,528 | 776,530 | 956,555 |
Unbilled receivables | 195,234 | 47,000 | |
Contract assets | 68,602 | 219,116 | 147,913 |
Deferred Prize Expense | 2,655,276 | 356,158 | |
Prepaid expenses and other current assets | 1,183,250 | 744,275 | 217,296 |
Current assets from discontinued operations | 537,000 | 1,310,000 | 2,101,209 |
Total current assets | 48,660,078 | 53,910,565 | 9,488,434 |
Investment, cost | 200,000 | 200,000 | 200,000 |
Equipment, net | 55,782 | 60,218 | 55,105 |
Right-of-use asset - operating lease | 280,532 | 230,680 | 165,522 |
Intangibles | |||
Intangible assets, net | 3,804,864 | 3,727,933 | 5,551,540 |
Goodwill | 6,916,095 | 6,916,095 | 3,511,167 |
Non-current assets from discontinued operations | 1,588,058 | ||
Total assets | 59,917,351 | 65,045,491 | 20,559,826 |
Current Liabilities | |||
Accounts payable and accrued expenses | 2,365,789 | 2,125,707 | 1,404,022 |
Contract liabilities | 5,633,004 | 2,166,451 | 308,058 |
Prize liability | 5,843,661 | 6,061,434 | |
Due to Seller | 691,523 | ||
Customer deposits | 34,455,925 | 42,171,589 | |
Line of credit | 4,994,090 | 4,120,651 | |
Current portion of long-term debt | 1,042,436 | 1,018,918 | |
Current portion of convertible debt, net of discount of $350,001 and $0, respectively, warrant discount of $1,027,450 and $0, respectively, accrued interest of $130,192 and $0, respectively | 3,830,778 | ||
Current portion of lease liability | 57,441 | 31,070 | 29,265 |
Current liabilities from discontinued operations | 821,497 | 1,215,213 | 3,333,733 |
Total current liabilities | 59,044,621 | 58,911,033 | 5,860,555 |
Long-Term Liabilities | |||
Deferred tax liability | 24,689 | 6,206 | 5,581 |
Debt, less current portion | 2,408,735 | 2,931,698 | |
Lease liability, less current portion | 223,800 | 210,037 | 136,257 |
Non-current liabilities from discontinued operations | 365,977 | ||
Total liabilities | 61,701,845 | 62,058,974 | 6,368,370 |
Commitments and Contingencies | |||
Stockholders’ Equity | |||
Ordinary shares, $0.20 par value; authorized shares 9,290,000 issued and outstanding shares: 2,688,541 | 537,731 | 537,731 | 447,346 |
Treasury stock, nine ordinary shares at cost | (29,000) | (29,000) | (29,000) |
Additional paid-in capital | 77,582,031 | 76,039,604 | 72,101,783 |
Accumulated deficit | (79,879,178) | (73,565,641) | (58,332,263) |
Total stockholders’ equity (deficit) | (1,784,494) | 2,986,517 | 14,191,456 |
Total liabilities and stockholders’ equity | 59,917,351 | 65,045,491 | 20,559,826 |
Series A-1 Preferred Stock [Member] | |||
Stockholders’ Equity | |||
Preferred stock, value | 1,426 | 1,326 | 1,094 |
SeriesB - 1Preferred Stock [Member] | |||
Stockholders’ Equity | |||
Preferred stock, value | 2,496 | ||
Series B Preferred Stock [Member] | |||
Stockholders’ Equity | |||
Preferred stock, value | $ 2,496 | 2,496 | |
Related Party [Member] | |||
Current Liabilities | |||
Due to Affiliate | 93,954 | ||
Previously Reported [Member] | |||
Current Assets | |||
Cash | 39,324,529 | ||
Restricted cash | 11,132,957 | ||
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively | 823,530 | ||
Unbilled receivables | 47,000 | ||
Contract assets | 219,116 | ||
Deferred Prize Expense | 356,158 | ||
Prepaid expenses and other current assets | 1,100,433 | ||
Current assets from discontinued operations | 1,310,000 | ||
Total current assets | 53,910,565 | ||
Investment, cost | 200,000 | ||
Equipment, net | 60,218 | ||
Right-of-use asset - operating lease | 230,680 | ||
Intangibles | |||
Intangible assets, net | 3,727,933 | ||
Goodwill | 6,916,095 | ||
Non-current assets from discontinued operations | |||
Total assets | 65,045,491 | ||
Current Liabilities | |||
Accounts payable and accrued expenses | 2,125,707 | ||
Contract liabilities | 2,166,451 | ||
Prize liability | 6,061,434 | ||
Due to Seller | |||
Customer deposits | 42,171,589 | ||
Line of credit | 4,120,651 | ||
Current portion of long-term debt | 1,018,918 | ||
Current portion of convertible debt, net of discount of $350,001 and $0, respectively, warrant discount of $1,027,450 and $0, respectively, accrued interest of $130,192 and $0, respectively | |||
Current portion of lease liability | 31,070 | ||
Current liabilities from discontinued operations | 1,215,153 | ||
Total current liabilities | 58,911,033 | ||
Long-Term Liabilities | |||
Deferred tax liability | 6,206 | ||
Debt, less current portion | 2,931,698 | ||
Lease liability, less current portion | 210,037 | ||
Non-current liabilities from discontinued operations | |||
Total liabilities | 62,058,974 | ||
Commitments and Contingencies | |||
Stockholders’ Equity | |||
Ordinary shares, $0.20 par value; authorized shares 9,290,000 issued and outstanding shares: 2,688,541 | 537,731 | ||
Treasury stock, nine ordinary shares at cost | (29,000) | ||
Additional paid-in capital | 76,039,605 | ||
Accumulated deficit | (73,565,641) | ||
Total stockholders’ equity (deficit) | 2,986,517 | $ 14,191,456 | |
Total liabilities and stockholders’ equity | 65,045,491 | ||
Previously Reported [Member] | Series A-1 Preferred Stock [Member] | |||
Stockholders’ Equity | |||
Preferred stock, value | 1,326 | ||
Previously Reported [Member] | SeriesB - 1Preferred Stock [Member] | |||
Stockholders’ Equity | |||
Preferred stock, value | 2,496 | ||
Previously Reported [Member] | Related Party [Member] | |||
Current Liabilities | |||
Due to Affiliate |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock par value | $ 0.20 | $ 0.20 | $ 0.20 |
Common stock, shares authorized | 9,290,000 | 9,290,000 | 9,290,000 |
Common stock, shares issued | 2,688,541 | 2,688,541 | 2,236,615 |
Common stock, shares outstanding | 2,688,541 | 2,688,541 | 2,236,615 |
Treasury stock, shares | 90 | 90 | |
Accounts receivable, allowance for credit loss | $ 0 | $ 0 | $ 0 |
Convertible debt, net of discount | 350,001 | 0 | |
Warrant discount | 1,027,450 | 0 | |
Accrued interest | $ 130,192 | $ 0 | |
Series A-1 Preferred Stock [Member] | |||
Preferred stock par value | $ 0.20 | $ 0.20 | $ 0.20 |
Preferred stock, par authorized | 260,000 | 260,000 | 260,000 |
Preferred stock, shares issued | 7,130 | 6,630 | 5,474 |
Preferred stock, shares outstanding | 7,130 | 6,630 | 5,474 |
Liquidation preference, value | $ 115,834 | $ 138,414 | $ 118,741 |
Series B Preferred Stock [Member] | |||
Preferred stock par value | $ 0.20 | $ 0.20 | $ 0.20 |
Preferred stock, par authorized | 370,000 | 370,000 | 370,000 |
Preferred stock, shares issued | 12,481 | 12,481 | 12,481 |
Preferred stock, shares outstanding | 12,481 | 12,481 | 12,481 |
Liquidation preference, value | $ 528,908 | $ 595,245 | $ 274,939 |
Previously Reported [Member] | |||
Common stock par value | $ 0.20 | ||
Common stock, shares authorized | 9,290,000 | ||
Common stock, shares issued | 2,688,541 | ||
Previously Reported [Member] | Series A-1 Preferred Stock [Member] | |||
Preferred stock par value | $ 0.20 | ||
Preferred stock, par authorized | 260,000 | ||
Preferred stock, shares issued | 6,630 | ||
Preferred stock, shares outstanding | 6,630 | ||
Liquidation preference, value | $ 138,414 | ||
Previously Reported [Member] | Series B Preferred Stock [Member] | |||
Preferred stock par value | $ 0.20 | ||
Preferred stock, par authorized | 370,000 | ||
Preferred stock, shares issued | 12,481 | ||
Preferred stock, shares outstanding | 12,481 | ||
Liquidation preference, value | $ 595,245 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | $ 7,288,029 | $ 2,635,757 |
Cost of revenues | 2,292,045 | 1,661,241 | 4,338,795 | 2,930,143 | 6,154,434 | 2,935,119 |
Gross profit | 965,312 | 90,014 | 2,308,953 | 717,447 | (299,362) | |
Operating expenses | ||||||
Selling, general, and administrative expenses | 3,748,509 | 3,729,746 | 7,419,926 | 6,559,638 | 9,894,146 | |
Commitment fee expense | 23,301,206 | |||||
Goodwill and intangible asset impairment expenses | 4,726,000 | |||||
Total operating expenses | 3,748,509 | 3,729,746 | 7,419,926 | 11,285,638 | 33,195,352 | |
Operating loss | (2,783,197) | (3,639,732) | (5,110,973) | (10,568,191) | (15,476,517) | (33,494,714) |
Other income and expense | ||||||
Interest income | 376,842 | 11,188 | 649,263 | 23,502 | 29,055 | |
Interest expense | (379,943) | (34,034) | (717,364) | (54,418) | ||
Other expense | (76,644) | (76,644) | ||||
Change in fair value of convertible debenture | (422,808) | (678,037) | ||||
Other Income | ||||||
Total other income and expense | (502,553) | (22,846) | (822,782) | (30,916) | 29,055 | |
Net loss before income taxes | (3,285,750) | (3,662,578) | (5,933,755) | (10,599,107) | (33,465,659) | |
Provision for income tax expenses | 6,408 | 700 | 37,149 | 700 | 11,366 | 4,171 |
Net loss from continuing operations | (3,292,158) | (3,663,278) | (5,970,904) | (10,599,807) | (33,469,830) | |
Net loss from discontinued operations, net of tax | (149,000) | (1,147,654) | (294,000) | (1,255,654) | 70,024 | (22,174,305) |
Net loss | (3,441,158) | (4,810,932) | (6,264,904) | (11,855,461) | (55,644,135) | |
Numerator for basic and diluted net loss per share: | ||||||
Net loss from continuing operations available to ordinary shareholders | (3,341,490) | (3,665,525) | (6,021,185) | (10,605,648) | (15,312,264) | (34,250,214) |
Net loss from continuing operations available to ordinary shareholders | (3,341,490) | (3,665,525) | (6,021,185) | (10,605,648) | (34,250,214) | |
Net loss from discontinued operations available to ordinary shareholders | (149,000) | (1,147,654) | (294,000) | (1,255,654) | 70,024 | (22,174,305) |
Net loss from discontinued operations available to ordinary shareholders | (149,000) | (1,147,654) | (294,000) | (1,255,654) | (22,174,305) | |
Total Numerator for basic and diluted net loss per share | (3,490,490) | (4,813,179) | (6,315,185) | (11,861,302) | $ (15,242,240) | (56,424,519) |
Total Numerator for diluted net loss per share | $ (3,490,490) | $ (4,813,179) | $ (6,315,185) | $ (11,861,302) | $ (56,424,519) | |
Denominator for basic and diluted net loss per share: | ||||||
Weighted average shares outstanding, basic | 2,813,900 | 2,361,974 | 2,813,900 | 2,361,974 | 2,488,477 | 1,430,031 |
Weighted average shares outstanding, diluted | 2,813,900 | 2,361,974 | 2,813,900 | 2,361,974 | 1,430,031 | |
Net loss per share - Basic and diluted | ||||||
Net loss from continuing operations per share, basic | $ (1.19) | $ (1.55) | $ (2.14) | $ (4.49) | $ (6.15) | $ (23.95) |
Net loss from continuing operations per share, diluted | (1.19) | (1.55) | (2.14) | (4.49) | (23.95) | |
Net loss from discontinued operations per share, basic | (0.05) | (0.49) | (0.10) | (0.53) | (15.51) | |
Net loss from discontinued operations per share, diluted | (0.05) | (0.49) | (0.10) | (0.53) | (15.51) | |
Net loss per share, basic | (1.24) | (2.04) | (2.24) | (5.02) | $ (6.12) | (39.46) |
Net loss per share, diluted | $ (1.24) | $ (2.04) | $ (2.24) | $ (5.02) | $ (39.46) | |
Previously Reported [Member] | ||||||
Revenues | $ 7,288,029 | |||||
Cost of revenues | 6,154,434 | |||||
Gross profit | 1,133,595 | |||||
Operating expenses | ||||||
Selling, general, and administrative expenses | 11,884,112 | |||||
Commitment fee expense | ||||||
Goodwill and intangible asset impairment expenses | 4,726,000 | |||||
Total operating expenses | 16,610,112 | |||||
Operating loss | (15,476,517) | |||||
Other income and expense | ||||||
Interest income | 72,000 | |||||
Interest expense | (137,519) | |||||
Change in fair value of convertible debenture | ||||||
Other Income | 250,000 | |||||
Total other income and expense | 184,481 | |||||
Net loss before income taxes | (15,292,036) | |||||
Provision for income tax expenses | 11,366 | |||||
Net loss from continuing operations | (15,303,402) | |||||
Net loss from discontinued operations, net of tax | 70,024 | |||||
Net loss | (15,233,378) | |||||
Numerator for basic and diluted net loss per share: | ||||||
Net loss from continuing operations available to ordinary shareholders | (15,312,264) | |||||
Net loss from continuing operations available to ordinary shareholders | (15,312,264) | |||||
Net loss from discontinued operations available to ordinary shareholders | 70,024 | |||||
Net loss from discontinued operations available to ordinary shareholders | 70,024 | |||||
Total Numerator for basic and diluted net loss per share | (15,242,240) | |||||
Total Numerator for diluted net loss per share | $ (15,242,240) | |||||
Denominator for basic and diluted net loss per share: | ||||||
Weighted average shares outstanding, basic | 2,488,477 | |||||
Weighted average shares outstanding, diluted | 2,488,477 | |||||
Net loss per share - Basic and diluted | ||||||
Net loss from continuing operations per share, basic | $ (6.15) | |||||
Net loss from continuing operations per share, diluted | (6.15) | |||||
Net loss from discontinued operations per share, basic | 0.03 | |||||
Net loss from discontinued operations per share, diluted | 0.03 | |||||
Net loss per share, basic | (6.12) | |||||
Net loss per share, diluted | $ (6.12) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Common Stock [Member] Previously Reported [Member] | Preferred Stock [Member] Series A-1 Preferred Stock [Member] | Preferred Stock [Member] Series A-1 Preferred Stock [Member] Previously Reported [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] Previously Reported [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Previously Reported [Member] | Treasury Stock, Common [Member] | Treasury Stock, Common [Member] Previously Reported [Member] | Stock Subscriptions [Member] | Stock Subscriptions [Member] Previously Reported [Member] | Retained Earnings [Member] | Retained Earnings [Member] Previously Reported [Member] | Total | Previously Reported [Member] | |
Beginning balance at Dec. 31, 2020 | [1] | $ 215,014 | $ 3,833,891 | $ (5,266) | $ (2,688,128) | $ 1,355,511 | |||||||||||
Balance, shares at Dec. 31, 2020 | 1,075,593 | ||||||||||||||||
Net loss | (55,644,135) | (55,644,135) | |||||||||||||||
Stock-based compensation expense | 1,656,674 | 1,656,674 | |||||||||||||||
Stock option exercises | $ 518 | 23,745 | 24,263 | ||||||||||||||
Stock option exercises, shares | 2,592 | ||||||||||||||||
Collection of stock subscription | 5,266 | 5,266 | |||||||||||||||
Series A Preferred Stock discount accretion | (373,560) | (373,560) | |||||||||||||||
Series A Preferred Stock dividend accretion | (91,192) | (91,192) | |||||||||||||||
Dividends on Series A Preferred Stock in common stock | $ 1,165 | 93,535 | 94,700 | ||||||||||||||
Dividends on Series A Preferred Stock in common stock, shares | 5,183 | ||||||||||||||||
Issuance of Series A-1 preferred stock in exchange for Series A preferred stock | $ 24,619 | 1,704,482 | 1,729,101 | ||||||||||||||
Issuance of Series A-1 preferred stock in exchange for Series A preferred stock, shares | 123,096 | ||||||||||||||||
Issuance of series A-1 preferred stock in exchange for commitment fee | $ 14,020 | 4,752,707 | 4,766,727 | ||||||||||||||
Issuance of series A-1 preferred stock in exchange for commitment fee, shares | 70,099 | ||||||||||||||||
Issuance of Series B preferred stock in Series A-1 preferred stock | $ 73,857 | 25,037,622 | 25,111,479 | ||||||||||||||
Issuance of Series B preferred stock in Series A-1 preferred stock, shares | 369,287 | ||||||||||||||||
Vesting of warrant upon Go Public Transaction | $ 17,007 | 1,984,670 | 2,001,677 | ||||||||||||||
Vesting of warrant upon Go Public Transaction, shares | 85,033 | ||||||||||||||||
Conversion of Series A-1 preferred stock into ordinary shares | $ 38,639 | $ (38,639) | |||||||||||||||
Conversion of Series A-1 preferred stock into ordinary shares, shares | 193,195 | (193,195) | |||||||||||||||
Conversion of Series B preferred stock into ordinary shares | $ 71,361 | $ (71,361) | |||||||||||||||
Conversion of Series B preferred stock into ordinary shares, shares | 356,806 | (356,806) | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 1,094 | (1,094) | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 5,474 | ||||||||||||||||
Issuance of ordinary shares in MTS Merger | $ 63,258 | 22,075,774 | (29,000) | 22,110,032 | |||||||||||||
Issuance of ordinary shares in MTS Merger, shares | 316,295 | ||||||||||||||||
Issuance of ordinary shares in FourCubed Acquisition | $ 12,122 | 1,594,080 | 1,606,202 | ||||||||||||||
Issuance of ordinary shares in FourCubed Acquisition, shares | 60,611 | ||||||||||||||||
Issuance of ordinary shares, prefunded warrants and regular warrants to institutional investor | $ 28,262 | 9,810,449 | 9,838,711 | ||||||||||||||
Issuance of ordinary shares, prefunded warrants and regular warrants to institutional investor, shares | 141,308 | ||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 447,346 | $ 447,346 | $ 1,094 | $ 1,094 | $ 2,496 | $ 2,496 | 72,101,783 | $ 72,101,783 | (29,000) | $ (29,000) | (58,332,263) | $ (58,332,263) | 14,191,456 | $ 14,191,456 | |||
Balance, shares at Dec. 31, 2021 | 2,236,615 | 2,236,615 | 5,474 | 5,474 | 12,481 | 12,481 | |||||||||||
Net loss | (7,044,529) | (7,044,529) | |||||||||||||||
Stock-based compensation expense | 380,685 | 380,685 | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock | |||||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | |||||||||||||||||
Ending balance at Mar. 31, 2022 | $ 447,346 | $ 1,094 | $ 2,496 | 72,482,468 | (29,000) | (65,376,792) | 7,527,612 | ||||||||||
Balance, shares at Mar. 31, 2022 | 2,236,615 | 5,474 | 12,481 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 447,346 | $ 447,346 | $ 1,094 | $ 1,094 | $ 2,496 | $ 2,496 | 72,101,783 | 72,101,783 | (29,000) | (29,000) | (58,332,263) | (58,332,263) | 14,191,456 | 14,191,456 | |||
Balance, shares at Dec. 31, 2021 | 2,236,615 | 2,236,615 | 5,474 | 5,474 | 12,481 | 12,481 | |||||||||||
Net loss | (11,855,461) | ||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 447,346 | $ 1,176 | $ 2,496 | 74,347,227 | (29,000) | (70,187,724) | 4,581,521 | ||||||||||
Balance, shares at Jun. 30, 2022 | 2,236,615 | 5,881 | 12,481 | ||||||||||||||
Beginning balance at Dec. 31, 2021 | $ 447,346 | $ 447,346 | $ 1,094 | $ 1,094 | $ 2,496 | $ 2,496 | 72,101,783 | 72,101,783 | (29,000) | (29,000) | (58,332,263) | (58,332,263) | 14,191,456 | 14,191,456 | |||
Balance, shares at Dec. 31, 2021 | 2,236,615 | 2,236,615 | 5,474 | 5,474 | 12,481 | 12,481 | |||||||||||
Net loss | (15,233,378) | (15,303,402) | (15,233,378) | ||||||||||||||
Stock-based compensation expense | 2,486,152 | 2,486,152 | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 232 | (232) | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 1,156 | ||||||||||||||||
Issuance of ordinary shares for services | $ 4,000 | 168,000 | 172,000 | ||||||||||||||
Issuance of ordinary shares for services, shares | 20,000 | ||||||||||||||||
Issuance of ordinary shares in SportsHub Gaming Network Acquisition | $ 86,385 | 1,283,902 | 1,370,287 | ||||||||||||||
Issuance of ordinary shares in SportsHub Gaming Network Acquisition, shares | 431,926 | ||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 537,731 | $ 537,731 | $ 1,326 | $ 1,326 | $ 2,496 | $ 2,496 | 76,039,605 | 76,039,605 | (29,000) | (29,000) | (73,565,641) | (73,565,641) | 2,986,517 | 2,986,517 | |||
Balance, shares at Dec. 31, 2022 | 2,688,541 | 2,688,541 | 6,630 | 6,630 | 12,481 | 12,481 | |||||||||||
Beginning balance at Mar. 31, 2022 | $ 447,346 | $ 1,094 | $ 2,496 | 72,482,468 | (29,000) | (65,376,792) | 7,527,612 | ||||||||||
Balance, shares at Mar. 31, 2022 | 2,236,615 | 5,474 | 12,481 | ||||||||||||||
Net loss | (4,810,932) | (4,810,932) | |||||||||||||||
Stock-based compensation expense | 1,864,841 | 1,864,841 | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 82 | (82) | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 407 | ||||||||||||||||
Ending balance at Jun. 30, 2022 | $ 447,346 | $ 1,176 | $ 2,496 | 74,347,227 | (29,000) | (70,187,724) | 4,581,521 | ||||||||||
Balance, shares at Jun. 30, 2022 | 2,236,615 | 5,881 | 12,481 | ||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 537,731 | $ 537,731 | $ 1,326 | $ 1,326 | $ 2,496 | $ 2,496 | 76,039,605 | 76,039,605 | (29,000) | (29,000) | (73,565,641) | (73,565,641) | 2,986,517 | 2,986,517 | |||
Balance, shares at Dec. 31, 2022 | 2,688,541 | 2,688,541 | 6,630 | 6,630 | 12,481 | 12,481 | |||||||||||
Net loss | (2,823,746) | (2,823,746) | |||||||||||||||
Stock-based compensation expense | 152,034 | 152,034 | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock | $ 50 | (50) | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock, shares | 250 | ||||||||||||||||
Warrants issued in conjunction with convertible debenture | 1,174,229 | 1,174,229 | |||||||||||||||
Ending balance at Mar. 31, 2023 | $ 537,731 | $ 1,376 | $ 2,496 | 77,365,818 | (29,000) | (76,389,387) | 1,489,034 | ||||||||||
Balance, shares at Mar. 31, 2023 | 2,688,541 | 6,880 | 12,481 | ||||||||||||||
Beginning balance at Dec. 31, 2022 | $ 537,731 | $ 537,731 | $ 1,326 | $ 1,326 | $ 2,496 | $ 2,496 | 76,039,605 | $ 76,039,605 | (29,000) | $ (29,000) | (73,565,641) | $ (73,565,641) | 2,986,517 | $ 2,986,517 | |||
Balance, shares at Dec. 31, 2022 | 2,688,541 | 2,688,541 | 6,630 | 6,630 | 12,481 | 12,481 | |||||||||||
Net loss | (6,264,904) | ||||||||||||||||
Warrants issued in conjunction with convertible debenture | 1,174,229 | ||||||||||||||||
Ending balance at Jun. 30, 2023 | $ 537,731 | $ 1,426 | $ 2,496 | 77,582,031 | (29,000) | (79,879,178) | (1,784,494) | ||||||||||
Balance, shares at Jun. 30, 2023 | 2,688,541 | 7,130 | 12,481 | ||||||||||||||
Beginning balance at Mar. 31, 2023 | $ 537,731 | $ 1,376 | $ 2,496 | 77,365,818 | (29,000) | (76,389,387) | 1,489,034 | ||||||||||
Balance, shares at Mar. 31, 2023 | 2,688,541 | 6,880 | 12,481 | ||||||||||||||
Net loss | (3,441,158) | (3,441,158) | |||||||||||||||
Stock-based compensation expense | 167,630 | 167,630 | |||||||||||||||
Dividends on Series B preferred stock in Series A-1 preferred stock | 50 | (50) | |||||||||||||||
Deemed dividend on Series B preferred stock anti-dilutive provision | 48,633 | (48,633) | |||||||||||||||
Ending balance at Jun. 30, 2023 | $ 537,731 | $ 1,426 | $ 2,496 | $ 77,582,031 | $ (29,000) | $ (79,879,178) | $ (1,784,494) | ||||||||||
Balance, shares at Jun. 30, 2023 | 2,688,541 | 7,130 | 12,481 | ||||||||||||||
[1]Equity structure was adjusted for all periods presented using the exchange ratio established in the Go-Public Merger Agreement with Mer Telemanagement Solutions Ltd. to reflect the number of shares of the legal parent, SharpLink, Inc. (the accounting acquiree) issued in the MTS Merger (reverse acquisition). See Note 3 for a discussion of the MTS Merger. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||||
Net loss from continuing operations | $ (5,970,904) | $ (10,599,807) | $ (15,303,402) | $ (33,469,830) |
Net loss from discontinued operations, net of tax | (294,000) | (1,255,654) | 70,024 | (22,174,305) |
Net loss | (6,264,904) | (11,855,461) | (15,303,402) | (55,644,135) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||||
Depreciation and amortization | 395,849 | 586,750 | 206,246 | |
Amortization of loan costs | 5,438 | |||
Amortization of warrant and debt discount | 196,778 | |||
Amortization of prepaid stock issued for services | 86,000 | |||
Change in fair value of convertible debenture | 678,037 | |||
Accrued interest on convertible debenture | 130,192 | |||
Deferred tax expense | 18,483 | 698 | 1,172 | |
Stock-based compensation expense | 319,664 | 2,245,526 | 2,486,151 | 1,656,674 |
Non-cash lease expense | (9,718) | |||
Commitment fee expense | 23,301,206 | |||
Gain on disposal of equipment | (480) | |||
Goodwill and intangible asset impairment expenses | 4,726,000 | |||
Write-off of amounts related to acquisition of FourCubed | 4,726,000 | |||
Advisory expenses in exchange for warrant | 2,001,677 | |||
Changes in assets and liabilities | ||||
Accounts receivable | (583,998) | (21,873) | (175,645) | |
Unbilled receivable | (148,234) | (20,375) | ||
Deferred prize expense | (2,299,118) | |||
Contract assets | 150,514 | 72,509 | 127,424 | |
Prepaid expenses and other current assets | (524,975) | (122,329) | (203,585) | |
Other long-term assets | ||||
Accrued expenses and other current liabilities | 798,026 | |||
Accounts payable and accrued expenses | 240,082 | (107,475) | ||
Other long-term liabilities | (98,360) | |||
Contract liabilities | 3,466,553 | (256,313) | ||
Customer deposits and other current liabilities | (7,848,153) | |||
Net cash (used for) operating activities – continuing operations | (11,991,510) | (4,752,823) | (6,510,965) | (5,854,995) |
Net cash provided by (used for) operating activities - discontinued operations | (53,000) | 818,355 | 533,133 | (215,879) |
Net cash (used for) operating activities | (12,044,510) | (3,934,468) | (6,070,874) | |
Investing activities | ||||
Capital expenditures for equipment | (10,978) | (7,919) | (58,807) | |
Capital expenditures for internally developed software | (457,366) | (69,116) | (201,436) | |
Investment in Quintar | (200,000) | |||
Proceeds from sale of equipment | 4,993 | |||
Cash and restricted cash acquired in SportsHub Gaming Network Merger | ||||
Payments relating to the acquisition of FourCubed | (441,523) | (5,883,477) | ||
Net cash used for investing activities - continuing operations | (468,344) | (524,008) | (6,343,720) | |
Net cash used for investing activities – discontinued operations | (10,443) | 1,932,000 | ||
Net cash used for investing activities | (468,344) | (513,565) | (4,411,720) | |
Financing activities | ||||
Collection of stock subscription | 5,266 | |||
Proceeds from convertible debenture | 4,000,000 | |||
Proceeds from debt | 3,250,000 | |||
Proceeds from line of credit | 879,349 | |||
Repayments of debt | (503,293) | (248,598) | ||
Payments of debt issue costs | (7,500) | (25,431) | ||
Net advances to and proceeds from Affiliate | (190,155) | |||
Proceeds from issuance of Series B preferred stock | 6,000,000 | |||
Proceeds from issuance of ordinary shares, prefunded warrants and regular warrants, net of issuance costs | 9,838,711 | |||
Proceeds from the exercise of stock options | 24,263 | |||
Net cash generated by financing activities - continuing operations | 15,678,085 | |||
Net cash generated by financing activities - discontinued operations | ||||
Net cash generated by financing activities - continuing operations | 4,368,556 | 2,975,971 | 15,678,085 | |
Net change in cash and restricted cash | (8,144,298) | (1,482,505) | 5,195,491 | |
Cash and restricted cash, beginning of year | 51,105,486 | 7,780,671 | 7,780,671 | 2,585,180 |
Less cash from discontinued operations | 301,000 | 1,276,129 | 1,715,210 | |
Cash and restricted cash, end of year | 51,105,486 | 7,780,671 | ||
Reconciliation of Cash and Restricted Cash | ||||
Cash | 31,874,620 | 5,022,037 | 39,324,529 | 6,065,461 |
Restricted cash | 10,785,568 | 11,132,957 | ||
Total cash and restricted cash | 42,660,188 | 5,022,037 | 50,457,486 | 6,065,461 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 286,898 | 50,671 | ||
Cash paid for taxes | 63,934 | 19,916 | ||
Extension of maturity of operating lease liability | 77,742 | |||
Non-cash financing activities | ||||
Issuance of ordinary shares in MTS Merger | 22,110,032 | |||
Issuance of ordinary shares in FourCubed Acquisition | 1,606,602 | |||
Issuance of ordinary shares in SportsHub Gaming Network Merger | ||||
Issuance of ordinary shares for advisory services | ||||
Consideration due for FourCubed Acquisition | 691,523 | |||
Series A Preferred Stock discount accretion | 373,560 | |||
Series A Preferred Stock dividend accretion | 91,192 | |||
Dividends on Series A Preferred Stock in common stock | 94,700 | |||
Issuance of Series A-1 preferred stock in ordinary shares | 1,729,101 | |||
Issuance of Series A-1 preferred stock in exchange for commitment fee | 4,766,727 | |||
Issuance of Series B preferred stock in exchange for commitment fee | 25,111,479 | |||
Dividends on Series B preferred stock in Series A-1 preferred stock | 1,648 | 7,784 | 315,632 | |
Conversion of Series A-1 preferred stock into ordinary shares | 6,495,828 | |||
Conversion of Series B preferred stock into ordinary shares | 24,262,771 | |||
Dividend due to forgiveness of MTS intercompany loan | ||||
Deemed dividend on Series B preferred stock | 48,633 | |||
Discount on convertible debenture and purchase warrant | 1,574,229 | |||
Cash and restricted cash, beginning of period | 51,105,486 | 7,780,671 | 7,780,671 | |
Cash and restricted cash, end of period | $ 42,660,188 | $ 5,022,037 | 51,105,486 | $ 7,780,671 |
Previously Reported [Member] | ||||
Operating activities | ||||
Net loss from continuing operations | (15,303,402) | |||
Net loss from discontinued operations, net of tax | 70,024 | |||
Net loss | (15,233,378) | |||
Adjustments to reconcile net loss to net cash used for operating activities: | ||||
Depreciation and amortization | 1,165,517 | |||
Amortization of loan costs | 8,073 | |||
Amortization of prepaid stock issued for services | 43,000 | |||
Change in fair value of convertible debenture | ||||
Deferred tax expense | 625 | |||
Stock-based compensation expense | 2,486,151 | |||
Commitment fee expense | ||||
Gain on disposal of equipment | 2,594 | |||
Goodwill and intangible asset impairment expenses | 4,726,000 | |||
Write-off of amounts related to acquisition of FourCubed | (303,523) | |||
Advisory expenses in exchange for warrant | ||||
Changes in assets and liabilities | ||||
Accounts receivable | 319,737 | |||
Unbilled receivable | ||||
Deferred prize expense | ||||
Contract assets | (71,203) | |||
Prepaid expenses and other current assets | 1,068,832 | |||
Other long-term assets | ||||
Accrued expenses and other current liabilities | 1,012,947 | |||
Other long-term liabilities | ||||
Contract liabilities | (1,715,892) | |||
Customer deposits and other current liabilities | ||||
Net cash (used for) operating activities – continuing operations | (6,490,519) | |||
Net cash provided by (used for) operating activities - discontinued operations | 553,133 | |||
Net cash (used for) operating activities | (5,937,386) | |||
Investing activities | ||||
Capital expenditures for equipment | (25,707) | |||
Capital expenditures for internally developed software | (137,565) | |||
Investment in Quintar | ||||
Proceeds from sale of equipment | 4,493 | |||
Cash and restricted cash acquired in SportsHub Gaming Network Merger | 48,859,270 | |||
Payments relating to the acquisition of FourCubed | (388,000) | |||
Net cash used for investing activities - continuing operations | 48,312,491 | |||
Net cash used for investing activities – discontinued operations | (10,423) | |||
Net cash used for investing activities | 48,302,068 | |||
Financing activities | ||||
Collection of stock subscription | ||||
Proceeds from debt | 3,250,000 | |||
Repayments of debt | (549,225) | |||
Payments of debt issue costs | (25,432) | |||
Net advances to and proceeds from Affiliate | ||||
Proceeds from issuance of Series B preferred stock | ||||
Proceeds from issuance of ordinary shares, prefunded warrants and regular warrants, net of issuance costs | ||||
Proceeds from the exercise of stock options | ||||
Net cash generated by financing activities - continuing operations | 2,675,343 | |||
Net cash generated by financing activities - discontinued operations | ||||
Net cash generated by financing activities - continuing operations | 2,675,343 | |||
Net change in cash and restricted cash | 45,040,025 | |||
Less cash from discontinued operations | 648,000 | |||
Reconciliation of Cash and Restricted Cash | ||||
Cash | 39,324,529 | |||
Restricted cash | 11,132,957 | |||
Total cash and restricted cash | 50,457,486 | |||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | 109,165 | |||
Cash paid for taxes | 19,916 | |||
Non-cash financing activities | ||||
Issuance of ordinary shares in MTS Merger | ||||
Issuance of ordinary shares in FourCubed Acquisition | ||||
Issuance of ordinary shares in SportsHub Gaming Network Merger | 1,370,287 | |||
Issuance of ordinary shares for advisory services | 172,000 | |||
Consideration due for FourCubed Acquisition | ||||
Series A Preferred Stock discount accretion | ||||
Series A Preferred Stock dividend accretion | ||||
Dividends on Series A Preferred Stock in common stock | ||||
Issuance of Series A-1 preferred stock in ordinary shares | ||||
Issuance of Series A-1 preferred stock in exchange for commitment fee | ||||
Issuance of Series B preferred stock in exchange for commitment fee | ||||
Dividends on Series B preferred stock in Series A-1 preferred stock | 8,862 | |||
Conversion of Series A-1 preferred stock into ordinary shares | ||||
Conversion of Series B preferred stock into ordinary shares | ||||
Dividend due to forgiveness of MTS intercompany loan | $ 2,039,000 |
Net Assets And Liabilities Acqu
Net Assets And Liabilities Acquired In Acquisition Of Sportshub Games Network | Dec. 31, 2022 USD ($) |
Net Assets And Liabilities Assumed In Acquisition Of Sport hub Gaming Network [Member] | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Cash and Restricted Cash | $ 48,859,270 |
Accounts receivable | 186,712 |
Prepaids and other assets | 1,916,932 |
Operating right-of-use asset | 95,793 |
Equipment | 11,953 |
Goodwill and intangible assets | 7,358,703 |
Accounts payable and accrued liabilities | (284,345) |
Customer obligations | (42,600,997) |
Prize liabilities | (5,056,120) |
Note payable | (5,387,851) |
Other long-term liabilities | (106,703) |
Deferred revenue | (3,574,285) |
Deferred tax liability | (48,775) |
Net assets acquired | $ 1,370,287 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1 – Summary of Significant Accounting Policies Nature of Business SharpLink Gaming Ltd. (the “Company” or “SharpLink,” formerly Mer Telemanagement Services or “MTS”), is an Israeli-based corporation. SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology and direct-to-player (“D2P”) performance marketing strategies to convert sports fans into sports bettors and online casino game players for licensed, online sportsbook and casino operators. Further, SharpLink, through its SportsHub Gaming Network (“SportsHub”) reporting unit, owns and operates an online gaming business that primarily facilitates daily and seasonal peer-to-peer fantasy contests for its end users. The Company also operates a website that provides a variety of services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of transactions, payment reminders, in-season security of league funds, and facilitation of prize payouts. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (the “MTS Merger”), which changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” As a result of the MTS Merger, SharpLink, Inc. shareholders own 86 Reverse Share Split On April 23, 2023, the Company effected a one-for-ten (1:10) reverse share split of all the Company’s share capital and adopted amendments to its Memorandum of Association and Second Amended and Restated Articles of Association (“M&AA”) whereby the Company (i) decreased the number of issued and outstanding ordinary shares, nominal value NIS 0.60 26,881,244 2,688,541 92,900,000 0.06 9,290,000 0.60 Principles of Consolidation The accompanying consolidated financial statements include the accounts of SharpLink Gaming Ltd. and its wholly owned subsidiaries. All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation. We operate in four reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level. Reclassifications Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment in order to conform to the current period presentation. See Note 16. Functional Currency The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. The resulting monetary assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the subsequent balance sheet date. Revenue and expense components are translated to U.S. dollars at weighted-average exchange rates in effect during the period. Foreign currency transaction gains and losses resulting from remeasurement are recognized in other income, net within the consolidated statements of operations. Purchase Accounting The purchase price of an acquired business is allocated to the assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. Any unallocated purchase price amount is recognized as goodwill on the consolidated balance sheet if it exceeds the estimated fair value and as a bargain purchase gain on the consolidated statement of operations if it is below the estimated fair value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, and the utilization of independent valuation experts as well as the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. Acquisition-related costs are expensed as incurred and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period are recorded in Provision for Income Taxes. Discontinued Operations In June 2022, the Company’s Board of Directors approved management to enter into negotiations to sell MTS. The Company completed the sale of MTS on December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of December 31, 2022 and 2021. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations. Restricted Cash Restricted cash consists of funds held for payment of prize liabilities for its various daily and seasonal peer-to-peer fantasy games, as well as private fantasy league dues from customers who utilize the services offered via the Company’s secure online payment and league dues management website. The Company maintains separate accounts to segregate users’ funds from operational funds. Concentrations of Credit Risk Cash and restricted cash are deposited with major banks in the United States, Israel and Hong Kong. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, the FDIC limit per bank is $ 250,000 The following represents the cash and restricted cash on hand at December 31, 2022 by banking institution and does not include any reduction for the FDIC insured limit of $ 250,000 Schedule of Cash and Restricted Cash Bank December 31, 2022 Platinum Bank $ 46,023,871 Bank Vista 2,744,359 Silicon Valley Bank 503,103 Other 1,186,153 Total cash and restricted cash $ 50,457,486 The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. Accounts Receivable The Company’s policy for estimating the allowance for credit losses on accounts receivables considers several factors including historical loss experience, the age of delinquent receivable balances due, and economic conditions. Specific customer reserves are made during review of significant outstanding balances due, in which customer creditworthiness and current economic trends may indicate that it is probable the receivable will not be recovered. Accounts receivables are written off after collection efforts occur and the receivable is deemed uncollectible. Adjustments to the allowance for credit losses are recorded in selling, general and administrative expense. Allowance for credit losses as of December 31, 2022 and 2021 were $ 0 0 Investment, cost During the year ended December 31, 2021, the Company invested $ 200,000 280,903 1.12 Equipment Equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productivity capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which ranges from three to seven years. Depreciation expense for the years ended December 31, 2022 and 2021, was $ 25,345 28,891 100,733 86,989 Leases The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For a lease with terms greater than year, a right-of-use (ROU) asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU asset also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. The Company’s operating lease does not provide a readily determinable implicit rate; therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. The Company’s operating lease does not include a fixed rental escalation clause. Lease terms include optional renewal periods when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. Intangible and Long-Lived Assets Intangible assets consist of internally developed software, customer relationships, trade names and acquired technology and are carried at cost less accumulated amortization. The Company amortizes the cost of identifiable intangible assets on a straight-line basis over the expected period of benefit, which ranges from three ten years Costs associated with internally developed software are expensed as incurred unless they meet generally accepted accounting criteria for deferral and subsequent amortization. Software development costs incurred prior to the application development stage are expensed as incurred. For costs that are capitalized, the subsequent amortization is the straight-line method over the remaining economic life of the product, which is estimated to be five years The Company begins amortizing the asset and subsequent enhancements once the software is ready for its intended use. The Company reassesses whether it has met the relevant criteria for deferral and amortization at each reporting date. The Company capitalized $ 137,565 201,436 The Company reviews the carrying value of its long-lived assets, including equipment and finite-lived intangible assets, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimate future cash flows expected to result from its use and eventual disposition. In cases where undiscounted cash flows are less than the carrying value of an asset group, an impairment loss is recognized equal to an amount by which the asset group’s carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of customer loss, obsolescence, demand, competition, and other economic factors. In accordance with the approval by the Company’s Board of Directors to sell MTS in June 2022, management concluded that the intangible assets of customer relationships and developed technology and its goodwill were impaired and recorded an impairment charge for $ 1,224,671 Goodwill and Impairment The Company evaluates the carrying amount of goodwill annually or more frequently if events or circumstances indicate that the goodwill may be impaired. Factors that could trigger an impairment review include significant underperformance relative to historical or forecasted operating results, a significant decrease in the market value of an asset or significant negative industry or economic trends. The Company completes impairment reviews for its reporting units using a fair-value method based on management’s judgments and assumptions. When performing its annual impairment assessment, the Company evaluates the recoverability of goodwill assigned to each of its reporting units by comparing the estimated fair value of the respective reporting unit to the carrying value, including goodwill. The Company estimates fair value utilizing the income approach and the market approach or a combination of both income and market approaches. The income approach requires management to make assumptions and estimates for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, working capital levels, income tax rates, and a weighted-average cost of capital reflecting the specific risk profile of the respective reporting unit. The key assumptions used in the income approach include revenue growth, operating income margin, discount rate and terminal growth rate. These assumptions are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using market and industry data as well as Company-specific risk factors for each reporting unit. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. The market approach estimates fair value using performance multiples of comparable publicly-traded companies. In the event the fair value of a reporting unit is less than the carrying value, including goodwill, an impairment loss is recognized for the difference between the implied fair value and the carrying value of the reporting unit. The Company recorded goodwill impairment of $ 1,515,000 During the year ended December 31, 2021, the Company recorded goodwill impairment of $ 21,722,213 858,819 Accounts Payable The composition of accounts payable and accrued expenses are as follows: Schedule of Accounts Payable and Accrued Expenses December 31, 2022 December 31, 2021 Accounts payable $ 851,031 $ 813,621 Accrued wages and payroll expenses 338,166 181,360 Accrued bonus 358,836 117,370 Accrued interest 32,017 - Other accrued expenses 545,657 291,671 Accounts payable and accrued expenses $ 2,125,707 $ 1,404,022 Prize Liability The Company’s prize liability consists of funds to be paid to participants of the various fantasy games hosted by the Company. These prizes are paid to the participants once a fantasy game has concluded and final winners have been determined. Customer Deposits The Company’s liability for customer obligations is in wallet accounts and accounts on the SportsHub platform. Cash related to these accounts may be drawn at the customer’s request. Severance Pay Certain of the Company’s employees in Israel have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). Pursuant to Section 14, the Company’s employees, covered by this section, are entitled to monthly deposits, at a rate of 8.33 With regards to employees in Israel that are not subject to Section 14, the Company’s liability for severance pay is calculated pursuant to the local Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one-month salary for each year of employment or a portion thereof. The Company’s liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of the liability of $ 342,000 366,000 279,000 284,000 The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. Transactions with SportsHub Prior to December 22, 2022 (see Note 3 – Acquisitions – SportsHub Games Network, Inc.), SportsHub owned approximately 40% of the outstanding ordinary shares of the Company. SportsHub has historically paid direct expenses incurred by the Company’s Sports Gaming Client Services business unit (“STI”), which includes salaries and related expenses for the employees of STI. SportsHub collects cash on behalf of STI’s revenue generating activities. The Company was allocated cost of revenue and selling, general, and administrative expenses totaling $ 285,673 284,625 Redeemable Preferred Stock Issued with a Commitment Fee The Company considers guidance within ASC 470-20, Debt (ASC 470), ASC 480, and ASC 815 when accounting for a redeemable equity instrument issued with a freestanding-instruments (e.g. commitment fee), such as in the issuance upon the date the SharpLink stock is listed or quoted on any trading market (Going Public Transaction). In circumstances in which redeemable convertible preferred stock is issued with a commitment fee, the proceeds from the issuance of the convertible preferred stock are first allocated to the commitment fee at its full estimated fair value. The Company accounts for the commitment fee as either equity instrument, liability, or derivative liability in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) and/or ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the agreement. The commitment fee, which required the Company to issue ordinary shares equal to 3% of the Company’s issued and outstanding capital immediately following the Going Public Transaction, required the Company to transfer a variable number of shares outside of its control, which is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. Changes in the estimated fair value of the commitment fee were recorded in Commitment Fee Expense in the consolidated statement of operations for the year ended December 31, 2021. Treasury Stock Company shares held as treasury shares are recognized at cost, and as a deduction from equity. Any gain or loss arising from a purchase, sale, issuance or cancellation of treasury shares is recognized directly in equity at the time of such event. Warrants The Company accounts for a warrant as an equity instrument, liability or share-based compensation in accordance with ASC 480, Distinguishing Liabilities from Equity, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement. In February 2021, the Company issued a warrant in exchange for advisory services, which vested upon the completion of the Going Public Transaction. The warrant was in the scope of ASC 718 and was recognized at its grant date fair value when the performance condition became probable of occurrence, which in the Company’s case was the completion of the Going Public Transaction. The grant date fair value was determined using a Black Scholes option-pricing model. Through the MTS Merger, the Company assumed 8,333 warrants issued to a contractor who was formerly the Chief Executive Officer of MTS. The warrants were fully vested and recognized at their grant date fair values immediately prior to the consummation of the MTS Merger and have an exercise price of zero. The grant date fair values were determined using Black Scholes option-pricing models. The compensation expense related to these warrants was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. In November 2021, the Company issued warrants concurrent with a sale of ordinary shares to an institutional investor. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value on the grant date. The warrants’ grant date fair values were determined using Black Scholes option-pricing models. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheet. Revenue The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. Advertising and Marketing Expenses The Company incurred $ 459,976 The Affiliate Marketing Services – United States and the Affiliate Marketing Services – International operating segments generate revenue by earning commissions from sportsbooks and casino operators when a new depositor is directed to them by our affiliate marketing websites. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. The Sports Gaming Client Services operating segments’ performance obligations are satisfied over time (software licenses). Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Other items relating to charges collected from customers include reimbursable expenses. Charges collected from customers as part of the Company’s sales transactions are included in revenues and the associated costs are included in cost of revenues. The Company’s SportsHub operating segment collects fees from customers for daily and season-long online fantasy sports games in advance and recognizes the related fees over the term of the online fantasy game. It also collects various forms of fee revenue from customers using its wallet system platform. Its performance obligation is to provide these customers with an online platform to collect entry fees, provide transparency into league transactions, encourage timely payment of entry fees, safeguard funds during the season and facilitate end-of-season prize payouts. Fee revenue related to payment transactions is deferred until the end of the specific season. Other types of fee revenue are recognized on a transactional basis when users complete transactions or when a customer’s account becomes inactive under the terms of the user agreement. SportsHub also provides sports simulation software that customers pay a fee to access over a period of time. SportsHub provides and maintains the software throughout the duration of the season, which constitutes a single performance obligation and revenue is recognized over the term of the service. SportsHub also collects subscription fees from users of its Fantasy National Golf Club. Its performance obligation under these contracts is to provide subscribers with access to SportsHub’s intellectual property. Revenue is initially deferred and recognized ratably over the subscription period. Any discounts, promotional incentives or waived entry fees are treated as a reduction in revenue. Any promotions where funds are issued to a user’s wallet account are recognized as marketing expenses, included in selling, general, and administrative expenses. Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the requisite service period. The Company estimates the fair value of each stock-based award on the measurement date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate, and dividend yield. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities, net operating losses, and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. Net Loss Per Share Basic net loss per share is calculated by dividing net loss available to ordinary shareholders, adjusted for preferred stock discount accretion and dividends accrued on preferred stock, by the weighted-average number of ordinary shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted net loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if potential ordinary shares (also known as common) had been issued if such additional ordinary shares were dilutive. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential ordinary shares have been excluded, as their effect would be anti-dilutive. At December 31, 2022, dividend accrued in Preferred Series A-1 stock of 6,630 shares, total issuable shares of Series B preferred stock of 12,481 , total stock options of 288,912 and warrants of 400,359 were not included in the net loss per share calculation. Fair Value Measurements The Company has determined the fair value of certain assets and liabilities in accordance with generally accepted accounting principles, which provides a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability. Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our most critical estimates include those related to purchase accounting, intangibles and long-lived assets, goodwill and impairment, stock based compensation, discontinued operations and revenue recognition. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Contingencies From time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition and results of operations. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward looking CECL model for accounts receivables, guarantees, and other financial instruments. The Company will adopt ASC 326 on January 1, 2023 and does not expect ASC 326 to have a material impact on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies the guidance in Accounting Standards Codification Topic 820, Fair Value Measurement (“Topic 820”), when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2022-03, it does not expect ASU 2022-03 to have a material effect on the Company’s consolidated financial condition, results of operations or cash flows. |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | Note 2 - Going Concern In the pursuit of SharpLink’s long-term growth strategy and the development of its fan activation and conversion software and related businesses, the Company has sustained continued operating losses. During the six months ended June 30, 2023 and June 30, 2022, the Company had a net loss from continuing operations of $ 5,970,904 10,599,807 11,991,510 4,752,823 8 10 4,400,000 4,000,000 7,000,000 The Company is continually evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, equity financing, issuing, or restructuring debt, entering into other financing arrangements, and restructuring operations to grow revenues and decrease expenses. The Company may be unable to access further equity or debt financing when needed or obtain additional liquidity under acceptable terms, if at all. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. | Note 2 – Going Concern In the pursuit of SharpLink’s long-term growth strategy and the development of its fan activation and conversion software and related businesses, the Company has sustained continued operating losses. During the year ending December 31, 2022, the Company had a net loss from continuing operations as of December 31, 2022 and 2021 of $ 15,303,402 33,469,830 6,510,965 5,854,995 3,250,000 7,000,000 8 10 4,400,000 4,000,000 The Company is continually evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing, or restructuring debt, entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. The Company may be unable to access further equity or debt financing when needed. As such, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. |
Acquisitions
Acquisitions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Acquisitions | Note 5 - Acquisitions SportsHub Games Network, Inc. (“SportsHub”) Description of the Transaction On December 22, 2022, SharpLink, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer” or the “Merger Subsidiary”) acquired all of the outstanding capital stock of SportsHub (the “SportsHub Acquisition”), via an Agreement and Plan of Merger, dated as of September 6, 2022 (the “SportsHub Merger Agreement”). In accordance with the terms of the SportsHub Merger Agreement between the Acquirer, SportsHub and an individual acting as the SportsHub stockholders’ representative (the “Stockholder Representative”): ● SharpLink issued an aggregate of 431,926 ordinary shares to the equity holders of SportsHub, on a fully diluted basis, including 377,985 53,941 40,585 23,714 13,975 2,896 ● SportsHub merged with and into the Merger Subsidiary, with the Merger Subsidiary remaining as the surviving corporation and wholly owned subsidiary of SharpLink. ● SportsHub, which owned 889,380 ● SharpLink assumed $ 5,387,850 Identification of Accounting Acquirer The transaction was accomplished through a direct acquisition, whereby SHGN Acquisition Corp effectively acquired all of the outstanding capital stock of SportsHub, as a result of which SHGN Acquisition Corp obtained control over SportsHub. Therefore, SHGN Acquisition Corp has been determined to be the acquirer in the transaction, and SportsHub the acquiree. Determining the Acquisition Date The Acquirer obtained control of SportsHub following the exchange of consideration on December 22, 2022. Thus, the closing date of December 22, 2022 was the acquisition date. Purchase Price The purchase price is based on SharpLink’s closing share price of $ 2.90 472,513 1,267,199 4,120,651 Schedule of Purchase Consideration Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 Purchase Price Allocation The SportsHub Acquisition assets and liabilities were measured at fair values as of December 22, 2022, primarily based on the valuation determined by an independent valuation, which were based on income-based method and relief from royalty method. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 The excess of consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the SportsHub Acquisition. The goodwill created in the acquisition is not expected to be deductible for tax purposes. As of June 30, 2023, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities is preliminary, as the Company is still in the process of accumulating all of the required information to finalize the opening balance sheet and calculations of intangible assets. Transaction Costs SharpLink’s transaction costs incurred in connection with the SportsHub Acquisition were $ 83,866 Unaudited Pro Forma Information The following unaudited supplemental pro forma financial information presents the financial results for the six months ended June 30, 2022 as if the SportsHub Acquisition had occurred on January 1, 2022. The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense of $ 220,889 83,866 The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of SportsHub: Schedule of Business Acquisition Pro Forma Information June 30, 2022 Revenues $ 5,699,941 Loss from continuing operations (11,617,505 ) Less: dividends accrued on series B preferred stock (5,841 ) Net loss from continuing operations available to ordinary shareholders (11,623,346 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (1,255,654 ) Net loss available to ordinary shareholders (12,879,000 ) Basic and diluted: Net loss from continuing operations per share $ (4.92 ) Net loss from discontinued operations per share (0.53 ) Net loss per share $ (5.45 ) The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the SportsHub Acquisition been completed as of the date indicated or the results that may be obtained in the future. | Note 3 – Acquisitions Mer Telemanagement Solutions Ltd. (“MTS”) Description of the Transaction On July 26, 2021, Mer Telemanagement Solutions Ltd. (“MTS”), New SL Acquisition Corp., a wholly owned subsidiary of MTS (“Merger Sub”) and privately held SharpLink, Inc. (“SharpLink, Inc.”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into SharpLink, Inc., with SharpLink, Inc. surviving as a wholly-owned subsidiary of legacy MTS (the “Reverse Merger” or “MTS Merger”). Following the MTS Merger, the Company changed its name from Mer Telemanagement Solutions Ltd. to SharpLink Gaming Ltd. (the “Company”). On a pro forma and fully-diluted basis for the Company, SharpLink, Inc. shareholders own approximately 86 stock option pool of 10% of the fully-diluted outstanding share capital of the Company, and legacy MTS securityholders own approximately 14% of the fully-diluted outstanding capital of the Company. As a result of the MTS Merger, each outstanding share of SharpLink, Inc. common stock was converted into the right to receive SharpLink Gaming Ltd. ordinary shares as calculated pursuant to the Exchange Ratio, as defined in the Merger Agreement. Each outstanding share of SharpLink, Inc. Series A preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series A-1 preferred stock, calculated pursuant to the Exchange Ratio. Each outstanding share of SharpLink, Inc. Series A-1 preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series A-1 preferred stock, calculated pursuant to the Exchange Ratio. Each outstanding share of SharpLink, Inc. Series B preferred stock was converted into the right to receive SharpLink Gaming Ltd. Series B preferred stock, calculated pursuant to the Exchange Ratio. In connection with a closing condition of the Merger Agreement, a major shareholder of both legacy MTS and SharpLink, Inc., invested $ 6,000,000 in exchange for 369,287 shares of SharpLink Gaming Ltd. Series B preferred stock. Identification of Accounting Acquirer As a result of the MTS Merger, SharpLink, Inc. shareholders owned 86 Purchase Price The purchase price was based on the legacy MTS closing share price of $ 68.00 on July 26, 2021 and 249,216 and 67,078 of Ordinary Shares and Preferred Shares, respectively, outstanding as of July 26, 2021, as well as the fair value of 10,833 share options and warrants outstanding as of July 26, 2021. The following table represents the purchase consideration paid in the MTS Merger. Schedule of Purchase Consideration MTS issued and outstanding ordinary shares immediately prior to Merger 316,295 MTS share price on July 26, 2021 $ 68.00 MTS ordinary shares fair value 21,508,067 MTS warrants and options fair value $ 601,965 Purchase consideration for accounting acquiree $ 22,110,032 The fair values of the MTS warrants and options, which are further disclosed in Notes 10 and 12, respectively, were determined using a Black Scholes option-pricing model with the following assumptions: Schedule of Assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 26.40 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 44.91 Warrants 5,833 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 68.00 Warrants 2,500 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 68.00 Warrants 2,500 Fair value $ 170,000 Purchase Price Allocation The MTS assets and liabilities were measured at estimated fair values at July 26, 2021, primarily using Level 3 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of July 26, 2021 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash 916,000 Restricted cash 1,016,000 Accounts receivable 356,000 Prepaid expenses and other current assets 322,000 Equipment 25,000 Other long-term assets 261,000 Intangible assets 483,000 Total Assets $ 3,379,000 Liabilities: Accrued expenses 2,129,000 Deferred revenue 914,000 Other current liabilities 495,000 Other long-term liabilities 312,000 Total liabilities $ 3,850,000 Net assets acquired, excluding goodwill $ (471,000 ) Goodwill 22,581,032 Purchase consideration for accounting acquiree $ 22,110,032 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 414,000 4 Developed technology 69,000 3 Total fair value of assumption asset $ 483,000 The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the MTS Merger in the go-public transaction. During the year ended December 31, 2021, $ 21,722,213 The allocation of purchase price is subject to finalization during a period not to exceed one year from the acquisition date. Adjustments to the preliminary allocation of purchase price may occur related to finalization of income taxes. Transaction Costs SharpLink’s transaction costs incurred in connection with the MTS Merger were $ 3,084,341 Results of the Legacy MTS Business Subsequent to the Acquisition For the year ended December 31, 2021, the legacy MTS business had revenues and net loss of $ 1,517,001 22,173,554 21,722,213 FourCubed Description of the Transaction On December 31, 2021, SharpLink Gaming Ltd., through its wholly owned subsidiary FourCubed Acquisition Company, LLC, acquired certain business assets of FourCubed (“FourCubed Acquisition”) for total consideration of $ 6,886,523 in cash and 60,611 ordinary shares of SharpLink Gaming Ltd. with an acquisition date fair value of $ 1,606,202 . Consideration of $ 6,195,000 was paid on the date of closing, $ 130,000 plus repayment of cash acquired of $ 311,523 is due within 45 days after closing and $ 250,000 is due within six months after closing and subject to indemnity claims. Subsequent to closing, the seller is able to earn up to an additional 58,775 ordinary shares of SharpLink Gaming Ltd. by maintaining employment and meeting certain performance conditions (“ Earnout” Earnout The Company accounts for an earnout as business combination consideration or compensation in accordance with ASC 805, Business Combinations, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement. Based on the terms of the agreement, the number of ordinary shares to be paid is fixed as of the agreement date and is paid in the form of ordinary shares in multiple tranches, contingent on continued employment and the achievement of performance milestones, such as business activities, revenue targets and gross margin targets. In March 2022, the seller’s employment was terminated. No performance-based milestones were achieved prior to termination. As the earnout is contingent upon achieving specified milestones and continued employment, the Company does not expect to recognize compensation cost related to the earnout. Purchase Price The purchase price was based on the cash consideration paid and 60,611 ordinary shares issued and valued at the closing share price of $ 26.50 on December 31, 2021. The following table represents the purchase consideration to be paid in the FourCubed Acquisition. Schedule of Purchase Consideration Ordinary shares issued to seller 60,611 Ordinary share price on December 31, 2021 $ 26.50 Consideration in ordinary shares 1,606,202 Cash paid to Seller 6,195,000 Due to Seller 691,523 Purchase consideration $ 8,492,725 Purchase Price Allocation The FourCubed assets and liabilities were measured at estimated fair values at December 31, 2021, primarily using Level 3 inputs. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions including customer attrition rates, cost to recreate intellectual property and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 31, 2021 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 311,523 Accounts receivable 424,593 Prepaid expenses and other current assets 9,468 Intangible assets 4,928,000 Total assets $ 5,673,584 Liabilities: Accrued expenses $ 311,026 Total liabilities 311,026 Net assets acquired, excluding goodwill $ 5,362,558 Goodwill 3,130,167 Purchase consideration for accounting acquiree $ 8,492,725 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 4,144,000 10 Developed technology 784,000 1 Total fair value of assumption asset $ 4,928,000 The excess of the consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill, which is attributed to expected synergies and expanded market opportunities from combining the Company’s operations with FourCubed. The goodwill created in the acquisition is expected to be deductible for tax purposes. FourCubed earns advertising commissions from online gambling sites for connecting individuals to the sites. FourCubed has one performance obligation: to make the connection between the individual and the online gambling site. FourCubed is compensated for that delivery through a cost per acquisition model (CPA) or revenue share model. In February 2022, FourCubed was notified by Entain plc, a gaming operator from which FourCubed earned over 85 percent of its revenues, that it intends to exit the Russian market. FourCubed estimates that approximately 40 percent of its annual revenue, with an estimated operating income margin of 25 percent, is earned from players in the Russian market. The Company recorded $ 3,211,000 1,515,000 Transaction Costs Transaction costs incurred in connection with the FourCubed Acquisition were $ 67,130 SportsHub Games Network, Inc. (“SportsHub”) Description of the Transaction On December 22, 2022 (the “Close Date”), SharpLink, through its wholly owned subsidiary, SHGN Acquisition Corp (“Acquirer” or the “Merger Subsidiary) acquired all of the outstanding capital stock of SportsHub, via an Agreement and Plan of Merger, dated as of September 6, 2022 (“Merger Agreement”). In accordance with the terms of the Equity Purchase Agreement between the Acquirer, the Acquiree and an individual acting as the SportsHub stockholders’ representative (“the Stockholder Representative”): ● SharpLink issued an aggregate of 431,926 377,985 53,941 40,585 23,714 13,975 2,896 ● SportsHub has merged with and into the Merger Subsidiary, with the Merger Subsidiary remaining as the surviving corporation and wholly owned subsidiary of SharpLink. ● SportsHub, which owned 889,380 ordinary shares of SharpLink prior to the merger, distributed those shares to SportsHub’s stockholders immediately prior to the consummation of the Merger. These shares were not part of the purchase consideration. ● SharpLink assumed $ 5,387,850 Identification of Accounting Acquirer The transaction was accomplished through a direct acquisition, whereby SHGN Acquisition Corp effectively acquired all of the outstanding capital stock of SportsHub, as a result of which SHGN Acquisition Corp obtained control over SportsHub. Therefore, SHGN Acquisition Corp has been determined to be the acquirer in the transaction, and SportsHub the acquiree. Determining the Acquisition Date The Acquirer obtained control of Acquiree following the exchange of consideration on December 22, 2022. Thus, the closing date of December 22, 2022 was the acquisition date. Purchase Price The purchase price is based on SharpLink’s closing share price of $ 2.90 on December 22, 2022 and 472,513 of Ordinary Shares as well as the fair value of Seller’s term loan of $ 1,267,199 and line of credit of $ 4,120,651 . The following table represents the purchase consideration paid in the SportsHub Acquisition: Schedule of Purchase Consideration Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 Purchase Price Allocation The SportsHub Acquisition assets and liabilities were measured at fair values as of December 22, 2022, primarily based on the valuation determined by an independent valuation, which were based on income-based method and relief from royalty method. Estimates of fair value represent management’s best estimate of assumptions about future events and uncertainties, including significant judgments related to future cash flows, discount rates, competitive trends, margin and revenue growth assumptions, including royalty rates and customer attrition rates and others. Inputs used were generally obtained from historical data supplemented by current and anticipated market conditions and growth rates expected as of the acquisition date. The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 The excess of consideration for the acquisition over the fair value of net assets acquired was recorded as goodwill and derived from the market price of the shares at the time of the SportsHub Acquisition. The goodwill created in the acquisition is not expected to be deductible for tax purposes. As of December 31, 2022, the calculation and allocation of the purchase price to tangible and intangible assets and liabilities is preliminary, as the Company is still in the process of accumulating all of the required information to finalize the opening balance sheet and calculations of intangible assets. Transaction Costs SharpLink’s transaction costs incurred in connection with the SportsHub Acquisition were $ 83,866 Results of the SportsHub Subsequent to the Acquisition The SportsHub Acquisition had revenues and net income of $ 951,194 42,908 Unaudited Pro Forma Information The following unaudited supplemental pro forma financial information presents the financial results for the years ended December 31, 2022 and 2021 as if the MTS Merger, FourCubed and SportsHub Acquisition had occurred on January 1, 2021. The pro forma financial information includes, where applicable, adjustments for: (i) additional amortization expense of $ 486,141 1,324,900 5,468,201 94,685 119,095 The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of MTS, FourCubed and SportsHub: Schedule of Business Acquisition Pro Forma Information 2022 2021 Revenues $ 12,108,434 $ 19,695,782 Loss from continuing operations (28,420,775 ) (90,132,215 ) Less: dividends accrued on series B preferred stock — (782,887 ) Net loss from continuing operations available to ordinary shareholders (28,420,775 ) (90,915,102 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (49,000 ) Net loss available to ordinary shareholders (28,350,751 ) (90,964,102 ) Basic and diluted: Net loss from continuing operations per share $ (11.40 ) $ (63.60 ) Net loss from discontinued operations per share — — Net loss per share $ (11.40 ) $ (63.60 ) The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the SportsHub, MTS Merger and FourCubed Acquisition been completed as of the date indicated or the results that may be obtained in the future. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 4 – Leases The Company leases certain office space under a long-term, non-cancelable operating lease agreement. The contract provides the Company the right to substantially all of the economic benefits from the use of the office space and the right to direct the use of the office space, thus it is considered to be or contain a lease. An operating right-of-use (“ROU”) asset and lease liability were recognized based on the present value of the future lease payments over the expected lease term. The lease has an original term that expires in December 2023 with an option to extend the term for three years The weighted-average discount rate is based on the discount rate implicit in the lease, or if the implicit rate is not readily determinable from the lease, then the Company estimates an applicable incremental borrowing rate. The Company determined the incremental borrowing rate based on the Company’s applicable borrowing rates under its current financing agreements as of the commencement date of the standard adoption. Operating lease costs are recognized in the results of operations as a single lease cost in selling, general and administrative expenses. Total lease costs for the years ended December 31, 2022 and 2021 was $ 38,400 38,400 The following summarizes the weighted-average remaining lease term and weighted-average discount rate: Schedule of weighted average remaining lease term and weighted-average discount rate Schedule of weighted average remaining lease term and weighted-average discount rate 2022 2021 Weighted-average remaining lease term Operating leases 30 60 Weighted-average discount rate Operating leases 5.67 % 6.00 % Maturity of noncancelable operating leases with terms greater than one year as of December 31, 2022 are as follows: Schedule of future minimum lease payment Schedule of future minimum lease payment Year Ending December 31, Operating leases 2023 $ 31,070 2024 72,720 2025 67,736 2026 94,675 Total lease payments $ 266,201 Less: interest 25,094 Present value of lease liability $ 241,107 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets Intangible assets as of December 31, 2022 and 2021 consist of the following: Schedule of Intangible assets Schedule of Intangible Assets Weighted- average amortization period Accumulated (years) Cost Amortization Net Balance, December 31, 2022 Customer relationships 5 10 $ 2,643,000 $ 280,636 $ 2,362,364 Acquired technology 3 5 1,437,050 1,201,739 235,311 Internally developed software 5 749,147 288,530 460,617 Trade names 6 640,000 3,405 636,595 Software in development N/A 33,046 — 33,046 $ 5,502,243 $ 1,774,310 $ 3,727,933 Balance, December 31, 2021 Customer relationships 9 $ 4,304,000 $ 131,429 $ 4,172,571 Acquired technology 3 1,214,000 360,357 853,643 Internally developed software 5 654,022 142,050 511,972 Software in development N/A 13,354 — 13,354 $ 6,185,376 $ 633,936 $ 5,551,440 The change in the gross carrying amount of intangible assets as of December 31, 2022 compared to December 31, 2021 was due to acquisition of intangible assets of $ 2,390,000 137,867 3,211,000 1,140,472 241,253 Schedule of Future Amortization Expenses of Intangible Assets Amount 2023 $ 724,564 2024 704,922 2025 673,281 2026 596,306 2027 526,949 Thereafter 465,665 Total $ 3,691,686 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6 – Goodwill Changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows: Schedule of goodwill Schedule of Goodwill SportsHub Sports Affiliate Total Balance as of December 31, 2021 $ — $ 381,000 $ 3,130,167 $ 3,511,167 Goodwill 4,919,928 — — 4,919,928 Less: Impairment charges — — (1,515,000 ) (1,515,000 ) Balance as of December 31, 2022 $ 4,919,928 $ 381,000 $ 1,615,167 $ 6,916,095 Cumulative goodwill impairment charges $ — $ — $ 1,515,000 $ 1,515,000 For the year ending December 31, 2022, the Company recorded goodwill impairment of $ 1,515,000 |
Line of Credit
Line of Credit | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Line of Credit | Note 6 – Line of Credit The Company, through the SportsHub Acquisition, has available a variable rate ( 8.75 5,000,000 5,000,000 On February 13, 2023, the Company entered into a Revolving Credit Agreement with Platinum Bank (the “Lender”) and executed a variable rate ( 8.75 7,000,000 January 26, 2025 7,500 | Note 7 – Line of Credit The Company, through the SportsHub Acquisition, has available a variable rate ( 8.25 5,000,000 June 15, 2023 4,120,651 |
Debt
Debt | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt | Note 7 - Debt On January 31, 2022, FourCubed Acquisition Company, LLC (“FCAC”), a wholly owned subsidiary of the Company, entered into a $ 3,250,000 4 59,854 January 31, 2027 25,431 The remaining principal balance outstanding on the term loan is $ 2,393,691 632,599 In addition to customary non-financial covenants, the term loan requires FCAC to maintain a minimum quarterly debt service coverage ratio, defined as adjusted EBITDA divided by debt service (interest expense and mandatory debt principal repayment) of 1.20 Included in the SportsHub Acquisition was a $ 2,000,000 5.50 38,202 December 9, 2025 29,975 1,071,007 409,745 A summary of the debt agreements is noted below: Schedule of Debt June 30, 2023 Note Payable – Bank, $ 2,000,000 $ 1,071,007 Note Payable – Bank, $ 3,250,000 2,393,691 Total 3,464,698 Less unamortized debt issuance costs 13,527 Less current portion 1,042,436 Long-term debt $ 2,408,735 The outstanding amount of debt as of June 30, 2023, matures by year as follows: Schedule of Outstanding Amount of Debt Year Amount For the remaining six months ended December 31, 2023 515,152 2024 1,066,714 2025 1,120,272 2026 700,256 2027 62,304 Total 3,464,698 The term loan contains a parent company guaranty, which states that the Company will enter into a guaranty agreement in favor of FCAC, pursuant to which the Company will guarantee the repayment of the loan, not later than 30 days following the Company’s anticipated redomicile to the United States. | Note 8 – Debt On January 31, 2022, FourCubed Acquisition Company, LLC (“FCAC”), a wholly owned subsidiary of the Company, entered into a $ 3,250,000 4.0 59,854 25,431 For the year ended December 31, 2022, FCAC paid $ 549,225 109,165 2,700,775 620,173 Included in the SportsHub liabilities was a $ 2,000,000 5.50 38,202 December 9, 2025 29,975 A summary of the term loan agreements is noted below: The outstanding amount of debt as of December 31, 2022 matures by year as follows: Schedule of Outstanding amount Of debt Year Amount 2023 $ 1,018,918 2024 1,066,808 2025 1,119,689 2026 700,256 2027 62,304 Total $ 3,967,975 The term loan contains a parent company guaranty, which states that the Company will enter into a guaranty agreement in favor of FCAC, pursuant to which the Company will guarantee the repayment of the loan, not later than 30 days following the Company’s redomicile to the United States. |
Convertible Preferred Stock
Convertible Preferred Stock | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Convertible Preferred Stock | ||
Convertible Preferred Stock | Note 10 - Convertible Preferred Stock On December 23, 2020, the SharpLink, Inc. board authorized the establishment and designation of 900 8 0.10 415,000 200 2,000,000 Terms of the Series A Preferred Stock are as follows: Voting to a vote of the Ordinary Shares (on an as-converted basis, but only up to the number of votes equal to the number of Ordinary Shares into which the Preferred Shares would be convertible pursuant to the Beneficial Ownership Limitation), Dividends 8 Liquidation 100 Conversion 22.80 9.99 Second Tranche 5,000,000 Commitment Fee shall issue preferred stock equal to the greater of either 15% of the aggregate of the First and Second Tranche or 3% of the Company’s issued and outstanding capital. Redemption 12 On June 15, 2021, the Company entered into the first amendment to the securities purchase agreement, which amended the following terms: Second Tranche 6,000,000 Commitment Fee 3 On July 23, 2021, the Company entered into the second amendment to the securities purchase agreement, which amended the following terms: Second Tranche 276,582 6,000,000 On July 26, 2021, the Company’s board authorized the establishment and designation of 52,502 0.10 Terms of the Series A-1 Preferred Stock are as follows: Voting to a vote of the Ordinary Shares (on an as-converted basis, but only up to the number of votes equal to the number of Ordinary Shares into which the Preferred Shares would be convertible pursuant to the Beneficial Ownership Limitation), Liquidation 16.246 Conversion 16.246 9.99 Redemption 12 On July 26, 2021, the Company’s board authorized the establishment and designation of 276,582 0.10 Terms of the Series B Preferred Stock are as follows: Voting Dividends 8 7,129 326,142 Liquidation 16.246 Conversion 16.246 9.99 Redemption 12 Anti-Dilution Adjustment 2.00 20 On July 26, 2021, SharpLink, Inc. completed the MTS Merger, changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” The MTS Merger was effectuated by a share exchange in which MTS issued shares to SharpLink, Inc. stockholders, resulting in SharpLink, Inc. stockholders owning approximately 86 13.352 At the Company’s Extraordinary General Meeting of Shareholders held on July 21, 2021, the Company’s shareholders approved an Amended and Restated Articles of Association, which was effective upon consummation of the MTS Merger reflecting the reverse stock split at a ratio of one-to-two (1:2), which became effective on July 26, 2021 immediately prior to the effectiveness of the MTS Merger. The MTS Merger represented a Going Public Transaction. Immediately prior to the MTS Merger, the outstanding shares of SharpLink, Inc. Series A Preferred Stock were exchanged for 123,096 70,099 369,286 6,000,000 Subsequent to the MTS Merger, the holder of the Series A-1 Preferred Stock and Series B Preferred Stock converted 193,195 356,805 7,130 6,630 12,481 12,481 Deemed Dividend 48,633 16,486 | Note 9 – Convertible Preferred Stock On December 23, 2020, the SharpLink, Inc. board authorized the establishment and designation of 900 shares of 8 % convertible preferred stock (“Series A preferred stock”) at $ 0.10 par value. Additionally, the SharpLink, Inc. board reserved 415,000 shares of common stock issuable upon the conversion of the shares of Series A preferred stock. On December 23, 2020, SharpLink, Inc. entered into a securities purchase agreement with an investor to issue 200 shares of Series A preferred stock for $ 2,000,000 (“First Tranche”). Terms of the Series A preferred stock are as follows: Voting Dividends 8 Liquidation 100 per share, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due (the preferred liquidation preference), for each share of Series A preferred stock before any distribution or payment shall be made to the holders of any Junior Securities. Conversion 22.80 per share. The conversion price would be reduced if SharpLink, Inc. issues common stock at a price lower than the conversion price, or issues an instrument granting the holder rights to purchase common stock at a price lower than the conversion price. Upon the closing of the Going Public Transaction all outstanding shares of Series A preferred stock shall automatically be converted into that number of shares of common stock, subject to a beneficial ownership limitation of 9.99 %, determined by dividing the stated value of such share of Series A preferred stock by the conversion price. Second Tranche 5,000,000 Commitment Fee shall issue preferred stock equal to the greater of either 15% of the aggregate of the First and Second Tranche or 3% of the Company’s issued and outstanding capital. Redemption 12 On June 15, 2021, SharpLink, Inc. entered into the first amendment to the securities purchase agreement, which amended the following terms: Second Tranche 6,000,000 Commitment Fee 3 On July 23, 2021, SharpLink, Inc. entered into the second amendment to the securities purchase agreement, which amended the following terms: Second Tranche 276,582 shares of Series B preferred stock for $ 6,000,000 . On July 26, 2021, the Company’s board authorized the establishment and designation of 52,502 shares of Series A-1 Convertible preferred stock (“Series A-1 preferred stock”) at $ 0.10 par value. Terms of the Series A-1 preferred stock are as follows: Voting Liquidation 16.246 per share, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due (the preferred liquidation preference), for each share of Series A-1 preferred stock before any distribution or payment shall be made to the holders of any Junior Securities. Conversion 16.246 per share. The conversion price would be reduced if the Company issues common stock at a price lower than the conversion price, or issues an instrument granting the holder rights to purchase common stock at a price lower than the conversion price. Upon the closing of the Going Public Transaction all outstanding shares of Series A-1 preferred stock shall automatically be converted into that number of shares of common stock, subject to a beneficial ownership limitation of 9.99 %, determined by dividing the stated value of such share of Series A-1 preferred stock by the conversion price. Redemption 12 On July 26, 2021, the Company’s board authorized the establishment and designation of 276,582 shares of Series B convertible preferred stock (“Series B preferred stock”) at $ 0.10 par value. Terms of the Series B preferred stock are as follows: Voting Dividends 8 % per annum, payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the issuance of such share of Series B preferred stock and on each conversion date in cash, or at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of preferred A-1 shares, or a combination thereof. In accordance with the Series B preferred stock terms, dividends of Series A-1 preferred stock are accrued on a quarterly basis, within additional paid in capital. A total of 6,630 shares at a value of $ 324,495 have been accrued in additional paid in capital as of the year ended December 31, 2022. Liquidation 16.246 per share, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due (the preferred liquidation preference), for each share of Series B preferred stock before any distribution or payment shall be made to the holders of any Junior Securities. Conversion 16.46 9.99 %, determined by dividing the stated value of such share of Series B preferred stock by the conversion price. Redemption 12 Anti-Dilution Adjustment – If and whenever the Company issues of sells ordinary shares for a consideration price that is less than the Series B Preferred Shares Conversion Price, then immediately after such Dilutive Issuance, the Conversion Price of the Series B Preferred Shares shall be reduced to equal the Discounted Per Share Ordinary Share Purchase Price and the holders are entitled to receive a number of conversion shares, but in no event shall the Conversion Price become lower than the greater of (i) $ 2.00 20 On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (“MTS”) (the “MTS Merger”) and changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” The MTS Merger was effectuated by a share exchange in which MTS issued shares to SharpLink, Inc. shareholders, resulting in SharpLink, Inc. shareholders owning approximately 86% of the capital stock of SharpLink Gaming Ltd., on a fully-diluted, as-converted basis. The exchange ratio used to determine the number of shares issued to SharpLink, Inc. shareholders was 13.352 , which was calculated pursuant to the terms of the Merger Agreement. At the Company’s Extraordinary General Meeting of Shareholders held on July 21, 2021, the Company’s shareholders approved an Amended and Restated Articles of Association, which was effected upon consummation of the MTS Merger. The Amended and Restated Articles of Association increased the registered share capital to 9,290,000 ordinary shares, 80,000 shares of Series A preferred stock, 260,000 shares of Series A-1 preferred stock and 370,000 shares of Series B preferred stock, each at a par value of $ 0.20 , reflecting the reverse stock split at a ratio of 1-to-2, which became effective on July 26, 2021 immediately prior to the effectiveness of the MTS Transaction. The terms of the Series A preferred stock, Series A-1 preferred stock and Series B preferred stock authorized by the Company are consistent with the terms of the SharpLink, Inc. Series A preferred stock, Series A-1 preferred stock and Series B preferred stock. The Company’s equity structure was adjusted for all periods presented in the consolidated statements of shareholders’ equity using the exchange ratio established in the Merger Agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition. Ordinary share par value and additional paid-in capital was adjusted for all periods presented in the consolidated statements of shareholders’ equity to reflect the new par value of ordinary shares after the 1-to-2 reverse stock split. The MTS Merger represented a Going Public Transaction. Immediately prior to the MTS Merger, the outstanding shares of the SharpLink, Inc. Series A preferred stock were exchanged for 123,096 shares of Series A-1 preferred stock in the Company. Additionally, the holder of the Series A preferred stock received 70,099 shares of Series A-1 preferred stock in the Company to settle the commitment fee and 369,287 shares of Series B preferred stock in the Company in exchange for $ 6,000,000 to settle the second tranche commitment. Subsequent to the July 2021 MTS Merger, the holder of the Series A-1 preferred stock and Series B preferred stock converted 193,195 and 356,806 shares, respectively, to ordinary shares of the Company, each at a 1:1 ratio. Subsequent to the conversion, the holder maintained 12,481 shares of Series B preferred stock through the year ended December 31, 2021, which accrued dividends in Series A-1 preferred stock amounting to 5,474 outstanding as of December 31, 2021. During 2022, the Series B preferred stock accrued additional dividends in Series A-1 preferred stock of 1,156 , for total shares outstanding of 6,630 Preferred Series A-1 and 12,481 shares of Series B Preferred Stock as of December 31 2022. |
Warrants
Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | ||
Warrants | Note 11 - Warrants In conjunction with the Convertible Debenture and Warrant issuance on February 14, 2023, warrants that were previously issued to Alpha on November 19, 2021 were revalued on February 14, 2023, reducing the exercise price from $ 45.00 0.60 5.10 0.60 0 4.04 52.57 2.9 11,435 1,218,205 1,206,771 On June 14, 2023, the Company filed a registration statement on Form S-1 with the SEC to register 266,667 Following is a summary of the Company’s warrant activity for the six-month period ended June 30, 2023: Schedule of Warrant Activity Number of Weighted Weighted Outstanding as of December 31, 2022 455,713 $ 0.39 2.98 Previously issued regular warrants (266,667 ) (8.93 ) 0.48 Revalued regular warrants 266,667 0.12 0.48 Issued and vested 880,000 2.68 3.05 Outstanding as of June 30, 2023 1,335,713 $ 2.84 3.90 | Note 10 – Warrants Warrant – Advisory Services On February 1, 2021, SharpLink, Inc. issued a common stock purchase warrant (“warrant”) in exchange for advisory services, which gave the holder the right to purchase up to 63,687 shares of SharpLink, Inc.’s common stock. The terms of the warrant are as follows: Voting and Dividends Exercisability and Termination Dates Exercise Price 0.10 . The warrant is in the scope of ASC 718, Compensation – Stock Compensation, as a share-based payment issued to nonemployees in exchange for services. Compensation costs for a nonemployee share-based payment award with a performance condition, such as the Going Public Transaction, is recognized when the performance condition becomes probable of occurrence, which in SharpLink, Inc.’s case is when the Going Public Transaction is completed. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. The warrant vested and became fully exercisable into 85,033 ordinary shares in the Company immediately prior to the MTS Merger. The warrant’s grant date fair value of $ 2,001,677 was recognized upon the completion of the Going Public Transaction using a Black Scholes option-pricing model with the following assumptions: Schedule of Warrant Assumptions Fair value of ordinary shares on grant date $ 23.60 Exercise price $ 0.10 Expected volatility 58.2 % Expected dividends 0.0 % Expected term (in years) 5.00 Risk-free rate 0.42 % SharpLink, Inc.’s underlying stock was not publicly traded on the issuance date of the warrant but its fair value was estimated using a straight-line calculation, with the benefit of hindsight, between the fair values determined as of December 31, 2021 and July 26, 2021 of $ 6.30 per share and $ 68.00 per share, respectively. SharpLink, Inc.’s underlying stock fair value was determined on December 31, 2021 using recent equity financings and on July 26, 2021 using the Company’s publicly traded share price. The Company determined that the straight-line calculation provides the most reasonable basis for the valuation of the warrant issued on February 1, 2021, because the Company did not identify any single event that occurred during this interim period that would have caused a material change in value. The Company estimates the volatility of its underlying stock by using an average of the calculated historical volatility of a group of comparable publicly traded stock. The expected dividend yield is calculated using historical dividend amounts and the stock price at the warrant issuance date. The risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant. The expected term is estimated based on contractual terms. Warrants - MTS Prior to the MTS Merger, the MTS shareholders approved the issuance of a warrant to the former MTS CEO to acquire 5,833 ordinary shares, at an exercise price of $ 26.42 , which vested and became immediately exercisable upon the consummation of the MTS Merger. The warrant was granted on July 21, 2021 and expires three years after the grant date. The grant date fair value was recognized as an expense upon vesting, which occurred immediately prior to the MTS Merger. The compensation expense related to this warrant was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. This warrant does not entitle the holder to any voting rights, dividends or other rights as a shareholder of SharpLink prior to the exercise of the warrant. Prior to the MTS Merger, the MTS shareholders approved the issuance of a warrant to the former MTS CEO to acquire 2,500 ordinary shares, with a $ 0 exercise price, which vested and became immediately exercisable upon the consummation of the MTS Merger. The warrant was granted on July 21, 2021 and expires three years after the grant date. The grant date fair value was recognized as an expense upon vesting, which occurred immediately prior to the MTS Merger. The compensation expense related to this warrant was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. This warrant does not entitle the holder to any voting rights, dividends or other rights as a shareholder of SharpLink prior to the exercise of the warrant. Prefunded Warrants and Regular Warrants On November 16, 2021, the Company entered into a Securities Purchase Agreement with an existing institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering, an aggregate of 141,308 of the Company’s ordinary shares at an offering price of $ 37.50 per share. In addition, the Company sold to the same investor certain prefunded ordinary share purchase warrants (“Prefunded Warrants”) to purchase 125,359 ordinary shares. The Prefunded Warrants were sold at an offering price of $ 37.40 per warrant share and are exercisable at a price of $ 0.01 per share. In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Prefunded Warrant purchased in the offering, an additional ordinary share purchase warrant, each to purchase one ordinary share (“Regular Warrants”). The Regular Warrants are initially exercisable six months following issuance and terminate four years following issuance. The Regular Warrants have an exercise price of $ 45.00 per share and are exercisable to purchase an aggregate of 266,667 ordinary shares. The terms of the Prefunded Warrants are as follows: Voting and Dividends Vesting Date Termination Date The terms of the Regular Warrants are as follows: Voting and Dividends Vesting Date Termination Date The Prefunded Warrants and Regular Warrants do not require a cash settlement for the warrants. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheets. The fair value of the Prefunded Warrants and Regular Warrants was determined using a Black Scholes option-pricing model with the following assumptions: Schedule of assumptions Schedule of Warrant Assumptions Prefunded Warrants Fair value of ordinary shares $ 32.50 Exercise price $ 0.01 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % Schedule of assumptions Schedule of Warrant Assumptions Regular Warrants Fair value of ordinary shares $ 32.50 Exercise price $ 4.50 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % The fair value of ordinary shares was based on the Company’s publicly traded ordinary share price. The Company estimates the volatility of its underlying stock by using an average of the calculated historical volatility of a group of comparable publicly traded stock and the Company’s publicly traded ordinary shares. The expected dividend yield is calculated using historical dividend amounts and the stock price at the warrant issuance date. The risk-free rate is based on the United States Treasury yield curve in effect at the time of the grant. The expected term is estimated based on contractual terms. For the year ended December 31, 2022, there have been no issuances of new warrants, no conversion of outstanding warrants, and all warrants outstanding are fully vested: Schedule of warrant outstanding Schedule of Warrant Outstanding Warrant - advisory services Warrants - MTS Prefunded warrants Regular warrants Outstanding Vested Outstanding Vested Outstanding Vested Outstanding Vested Beginning balance, December 31, 2021 — — 8,333 8,333 125,359 125,359 266,667 — Issued and vested — — — — — — — — Acquired — — — — — — — — Converted to ordinary shares — — — — — — — — Ending balance, December 31, 2022 — — 8,333 8,333 125,359 125,359 266,667 — Beginning balance, December 31, 2020 — — — — — — — — Issued and vested 1 1 — — 125,359 125,359 266,667 — Acquired — — 8,333 8,333 — — — — Converted to ordinary shares (1 ) (1 ) — — — — — — Ending balance, December 31, 2021 — — 8,333 8,333 125,359 125,359 266,667 — |
Fair Value
Fair Value | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair Value | Note 9 - Fair Value In accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified into the following hierarchy: Level 1: Level 2 Level 3 As disclosed in Note 8, the Debenture and the Warrant were reported at fair value, with changes in fair value of the Debenture recorded through the Company’s condensed consolidated statements of operations as other income (expense) for the six months ended June 30, 2023. The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy at June 30, 2023: Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value Convertible Debenture Purchase Warrant Level I $ - $ - Level II $ - $ - Level III $ 3,830,778 $ 1,174,229 Total $ 3,830,778 $ 1,174,229 The following table presents a reconciliation of the beginning and ending balances of the Debenture measured at fair value on a recurring basis that uses significant unobservable inputs (Level 3) and the related expenses and losses recorded in the consolidated statement of operations during the six months ended June 30, 2023. Significant Unobservable Inputs (level 3) and Related Expenses and Losses Fair Value, December 31, 2022 $ - Issuance of convertible debenture 2,825,771 Accretion for discount for warrants 146,778 Accretion for discount for OID 50,000 Interest expense 130,192 Change in fair value 678,037 Fair Value, June 30, 2023 $ 3,830,778 The fair value of the Debenture was determined using a Monte Carlo Simulation (“MCS”) which incorporates the probability and timing of the consummation of a Fundamental Transaction event and conversion of the Debenture as of the valuation date. The MCS implied a discount rate at issuance that resulted in a total value to the debenture and warrants that equated to the transaction proceeds. This discount rate was 75.28 Schedule of CCC Spreads Issuance February 14, 2023 4.13 % Fair Value June 30, 2023 2.21 % At June 30, 2023, the Company valued the Debenture using a Monte Carlo Simulation model using the value of the underlying stock price of $ 2.98 8.75 0 4.53 53.0 2.63 | Note 11 – Fair Value In accordance with fair value accounting guidance, the Company determines fair value based on the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The inputs used to measure fair value are classified into the following hierarchy: Level 1 Level 2 Level 3 Assumptions Used in Determining Fair Value of the Commitment Fee at December 31, 2021 The commitment fee, which required the Company to sell to the Series A preferred stock shareholder 369,287 shares of Series B preferred stock for $ 6,000,000 and to issue Series A-1 preferred stock equal to 3% of the Company’s issued and outstanding capital immediately following the Second Tranche (collectively, the commitment fee and second tranche), required the Company to transfer a variable number of shares outside of its control and is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. The Company utilized a Monte Carlo simulation to value the commitment fee. The Company selected this model as it believes it is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the commitment fee. Such assumptions include, among other inputs, stock price volatility, risk-free rate, probability of completing a Going Public Transaction, conversion price of the preferred stock and the underlying stock price. The Company’s underlying stock fair value was determined using a straight-line calculation, consistent with the method described for the Warrant – Advisory Services in Note 10. Immediately prior to the MTS Merger, the holder of the Series A preferred stock received 70,099 shares of Series A-1 preferred stock in the Company to settle the commitment fee. The change in the commitment fee was $ 23,301,206 for the year ended December 31, 2021 and is recorded in commitment fee expense in the consolidated statement of operations. The value of the exchange of the Series A preferred stock for the commitment fee was determined using the quoted-market price of the Company’s stock on the MTS Merger date, $ 68.00 per ordinary share, on the settlement date of July 26, 2021. Significant inputs and assumptions used in the valuation model as of December 31, 2021, were as follows: Schedule of inputs and assumptions of valuation model Schedule of Inputs and Assumptions of Valuation Model Probability of a Going Public Transaction 50.0 % Volatility 58.5 % Stock price of public company at the time of measurement $ 6.30 Date of a Going Public Transaction April 30, 2021 Pro-forma common shares outstanding at Going Public Transaction date 5,207,700 The change in the commitment fee between December 31, 2020 and 2021 consisted of the following: Schedule of commitment fee Schedule of Commitment Fee Beginning balance, December 31, 2020 $ 577,000 Commitment fee expense 23,301,206 Issuance of Series A-1 and B preferred stock in exchange for commitment fee (23,878,206 ) Ending balance, December 31, 2021 $ — |
Stock Compensation
Stock Compensation | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Stock Compensation | Note 12 - Stock Compensation Option awards are generally granted with an exercise price equal to the market price of the Company’s ordinary shares at the date of grant; those options generally vest based on three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plans. The fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical option exercise and termination data to estimate the term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies. The Company’s underlying stock has been publicly traded since the date of the MTS Merger. Subsequent to the MTS Merger, option grants made under the SharpLink Inc. 2021 Plan utilized the publicly traded stock price of the Company on the day of the option award. All option grants made under the SharpLink, Inc. 2020 Stock Incentive Plan were prior to the MTS Merger. The underlying SharpLink, Inc. stock under that plan was not publicly traded but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions. All option grants made under the SportsHub Games Network Inc. 2018 Incentive Plan were prior to the SportsHub Acquisition. The underlying SportsHub stock under that plan was not publicly traded but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions. The fair value of each stock option grant is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions June 30, 2023 Expected volatility 53.6 54.6 % Expected dividends 0.0 % Expected term (years) 5.6 5.9 Risk-free rate 3.4 4.1 % Fair value of ordinary shares on grant date $ 1.70 3.44 The summary of activity under the plans as of June 30, 2023, and change during the six months ended June 30, 2023 is as follows: Schedule of Stock Option Activity Weighted Weighted average average remaining Aggregate Options Shares exercise price contractual term intrinsic value Outstanding as of December 31, 2022 288,912 1.14 7,750 Granted 169,309 5.23 Exercised — — Forfeited (7,111 ) 5.70 Expired (889 ) 5.70 Outstanding as of June 30, 2023 450,221 4.97 9.1 7,450 Exercisable as of June 30, 2023 174,650 7.17 8.6 7,450 Unamortized stock compensation expense of $ 945,153 | Note 12 – Stock Compensation Stock Compensation During 2020, SharpLink, Inc. approved and adopted the 2020 Stock Incentive Plan (the “2020 plan”), which permits the grant of stock options to its employees, directors and consultants for up to 40,000 shares of SharpLink, Inc. common stock. In connection with the MTS Merger, the Company adopted the 2021 Equity Incentive Plan (the “2021 plan”) and reserved 233,663 ordinary shares of the Company for issuance. The Company believes that awards under the 2020 and 2021 plans better align the interests of its employees with those of its stockholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those options generally vest based on three years of continuous service and have ten-year contractual terms. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the plan. The Company granted 36,000 options under the 2020 plan for the year ended December 31, 2021. In connection with the MTS Merger, the outstanding options were adjusted by the Exchange Ratio of 13.352 pursuant to the Merger Agreement. The Company granted 249,350 and 131,200 options under the 2021 plan for the year ended December 31, 2022 and 2021, respectively. To provide for adequate shares to issue to these employees, certain executives forfeited an aggregate 114,000 options, 36,000 of which were vested. As a result, 78,000 options are deemed to have been forfeited and 36,000 options are deemed to have expired. In accordance with the provisions of ASC 718, all unrecognized stock compensation associated with these forfeited or expired options must be expensed immediately and resulted in the recognition of $ 1,655,506 in the second quarter of 2022 which would have otherwise been recognized over approximately the next 18 months. As of December 31, 2022, the Company has reserved 543,663 ordinary shares of the Company for issuance. The Company recognized stock compensation expense of $ 2,486,151 and $ 1,656,674 for the years ended December 31, 2022 and 2021, respectively. The fair value of each option award is estimated on the date of grant using a Black Scholes option-pricing model. The Company uses historical option exercise and termination data to estimate the expected term the options are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is calculated using historical dividend amounts and the stock price at the option issue date. The expected volatility is determined using the volatility of peer companies. The Company’s underlying stock has been publicly traded since the date of the MTS Merger. All option grants during the year ended December 31, 2022 and 2021 were granted under the 2021 plan subsequent to the MTS Merger. All option grants made under the SharpLink, Inc. 2020 plan were prior to the MTS Merger. SharpLink, Inc.’s underlying stock was not publicly traded, but was estimated on the date of the grants using valuation methods that consider valuations from recent equity financings as well as future planned transactions. Schedule of estimates the volatility Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions 2022 2021 Expected volatility 51.1 53.7 % 51.0 51.8 % Expected dividends 0.0 % 0.0 % Expected term (years) 5.5 6.0 5.5 6.0 Risk-free rate 1.44 4.24 % 0.79 1.24 % Fair value of Ordinary Shares on grant date $ 3.10 - $ 13.30 $ 10.50 - $ 32.90 The summary of activity under the plans as of December 31, 2022, and change during the year ended December 31, 2022 is as follows: Schedule of Stock Option Activity Options Shares Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2021 1 178,356 $ 49.60 $ - - $ 830,250 Granted 2 249,650 $ 10.00 $ 0.52 - $ - Exercised - $ - $ - - $ - Forfeited (100,780 ) $ 54.60 $ 2.56 - $ - Expired (38,314 ) $ 63.70 $ - - $ - Outstanding as of December 31, 2022 288,912 $ 11.40 $ - 9.3 $ 7,750 Exercisable as of December 31, 2022 86,672 $ 14.60 $ - 8.7 $ 7,750 1 Equity structure was adjusted for all periods presented using the exchange ratio, 13.352 Unamortized stock compensation expense of $ 1,009,269 2,375,624 2,022,403 The summary of activity under the plans as of December 31, 2021, and change during the year ended December 31, 2021 is as follows: Options Shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2020 48,066 $ 9.40 - $ Granted 133,700 $ 62.10 - $ - Exercised (2,592 ) $ 9.40 - $ - Forfeited (818 ) $ 20.40 - $ - Outstanding as of December 31, 2021 178,356 $ 49.60 9.4 $ 830,250 Exercisable as of December 31, 2021 65,829 $ 37.80 9.3 $ 571,099 |
Revenue Recognition
Revenue Recognition | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue Recognition | Note 14 - Revenue Recognition The Company combines its revenue into the following categories: Schedule of Revenue Recognition For the three months ended June 30, 2023 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 86,933 $ - $ 698,529 $ - $ 785,462 Fee revenue - - - 1,128,370 1,128,370 Services and other 218,638 1,124,887 - - 1,343,525 Total $ 305,571 $ 1,124,887 $ 698,529 $ 1,128,370 $ 3,257,357 For the three months ended June 30, 2022 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 108,509 $ - $ 802,534 $ - $ 911,043 Fee revenue - - - - - Services and other - 840,212 - - 840,212 Total $ 108,509 $ 840,212 $ 802,534 $ - $ 1,751,255 For the six months ended June 30, 2023 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 142,224 $ - $ 1,763,544 $ - $ 1,905,768 Fee revenue - - - 2,165,693 2,165,693 Services and other 443,123 2,133,164 - - 2,576,287 Total $ 585,347 $ 2,133,164 $ 1,763,544 $ 2,165,693 $ 6,647,748 For the six months ended June 30, 2022 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 170,031 $ - $ 1,713,597 $ - $ 1,883,628 Fee revenue - - - - - Services and other - 1,763,962 - - 1,763,962 Total $ 170,031 $ 1,763,962 $ 1,713,597 $ - $ 3,647,590 The Company’s license contracts contain promises to transfer multiple products to the customer. Judgment is required to determine whether each product is considered to be a distinct performance obligation that should be accounted for separately under the contract. We have elected to utilize the “right to invoice” practical expedient under ASC 606 which allows us to recognize revenue for our performance under the contract for the value which we have provided to the customer during a period of time in our contract with them. Determining whether licenses are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. In some arrangements, such as the Company’s license arrangements, the Company has concluded that the individual licenses are distinct from each other. In others, like the Company’s SaaS arrangements, the software development and final product are not distinct from each other because they are highly integrated and therefore the Company has concluded that these promised goods are a single, combined performance obligation. The Company is required to estimate the total consideration expected to be received from contracts with customers. In certain circumstances, the consideration expected to be received is fixed based on the specific terms of the contract or based on the Company’s expectations of the term of the contract. The Company has not experienced significant returns from or refunds to customers. These estimates require significant judgment and the change in these estimates could have an effect on its results of operations during the periods involved. The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue recognized point in time and over time is presented by period below: For the three months ended June 30, 2023: Schedule of Revenue Recognized Point in Time and Over Time Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 218,638 $ 1,124,887 $ - $ 239,488 $ 1,583,013 Over time 86,933 - 698,529 888,882 1,674,344 Total $ 305,571 $ 1,124,887 $ 698,529 $ 1,128,370 $ 3,257,357 For the three months ended June 30, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ - $ 840,212 $ - $ - $ 840,212 Over time 108,509 - 802,534 - $ 911,043 Total $ 108,509 $ 840,212 $ 802,534 $ - $ 1,751,255 For the six months ended June 30, 2023: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 443,123 $ 2,133,164 $ - $ 671,026 $ 3,247,313 Over time 142,224 - 1,763,544 1,494,667 3,400,435 Total $ 585,347 $ 2,133,164 $ 1,763,544 $ 2,165,693 $ 6,647,748 For the six months ended June 30, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ - $ 1,763,961 $ - $ - $ 1,763,961 Over time 170,032 - 1,713,597 - $ 1,883,629 Total $ 170,032 $ 1,763,961 $ 1,713,597 $ - $ 3,647,590 The Company’s assets and liabilities related to its contracts with customers were as follows: Schedule of Contract Assets and Liabilities June 30, 2023 December 31, 2022 Accounts receivable $ 1,360,528 $ 776,530 Unbilled revenue 195,234 47,000 Contract assets 68,602 219,116 Contract liabilities (5,633,004 ) (2,166,451 ) The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract advanced billings on the Company’s consolidated balance sheet. The Company has an enforceable right to payment upon invoicing and records contract liabilities when revenue is recognized subsequent to invoicing. The Company recognized unbilled revenue when revenue is recognized prior to invoicing. The Company recognized contract assets related to direct costs incurred to fulfill the contracts. These costs are primarily labor costs associated with the development of the software. The Company defers these costs and amortizes them into cost of revenues over the period revenues are recognized. The activity in the contract assets for the six months ended June 30, 2023 is as follows: Schedule of Contract Assets Amount Balance as of December 31, 2022 $ 219,116 Labor costs expensed (493,871 ) Labor costs deferred 343,357 Balance as of June 30, 2023 $ 68,602 The Company recognizes contract liabilities for cash received from its users prior to recognition of revenue to fulfill its contracts. The payments received are primarily from the Company’s operation of its own online gaming business. The Company defers the revenue and recognizes it throughout the online game’s respective season. The activity in the contract liabilities for the six months ended June 30, 2023 is as follows: Schedule of Contract Liabilities Amount Balance as of December 31, 2022 $ (2,166,451 ) Revenue recognized or reclassified 5,098,540 Deferred revenue (8,565,093 ) Balance as of June 30, 2023 $ (5,633,004 ) All contract liabilities at June 30, 2023 and December 31, 2022 were recognized as revenue or expected to be recognized within the next fiscal year. All other activity in contract liabilities is due to the timing of invoices in relation to the timing of revenue as described above. Contracted but unsatisfied performance obligations were approximately $ 643,564 850,000 Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to facilitate financing arrangements. The Company had three customers that accounted for approximately 39 780,637 The Company had three customers that accounted for approximately 60 621,161 | Note 13 – Revenue Recognition During the year ended December 31, 2022, the Company combined its revenue into the following categories: Schedule of Revenue Recognition Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 353,200 $ - $ 2,493,685 $ - $ 2,493,685 Fee revenue - - - 951,196 951,196 Services and other 62,250 3,427,698 - - 3,843,148 Total $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ 7,288,029 During the twelve months ended December 31, 2021, the Company combined its revenue into the following categories: Affiliate Marketing Services - U.S. Affiliate Marketing Services -International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 211,528 $ - $ 2,424,229 $ - $ 2,635,737 Services and other - - - - - Total $ 211,528 $ - $ 2,424,229 $ - $ 2,635,757 The Company’s license contracts contain promises to transfer multiple products to the customer. Judgment is required to determine whether each product is considered to be a distinct performance obligation that should be accounted for separately under the contract. We have elected to utilize the “Right to invoice” practical expedient under ASC 606 which allows us to recognize revenue for our performance under the contract for the value which we have provided to the customer during a period of time in our contract with them. Determining whether licenses are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. In some arrangements, such as the Company’s license arrangements, the Company has concluded that the individual licenses are distinct from each other. In others, like the Company’s SaaS arrangements, the software development and final product are not distinct from each other because they are highly integrated and therefore the Company has concluded that these promised goods are a single, combined performance obligation. The Company is required to estimate the total consideration expected to be received from contracts with customers. In certain circumstances, the consideration expected to be received is fixed based on the specific terms of the contract or based on the Company’s expectations of the term of the contract. Generally, the Company has not experienced significant returns from or refunds to customers. These estimates require significant judgment and the change in these estimates could have an effect on its results of operations during the periods involved. The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue recognized point in time and over time is presented by period below: For the year ended December 31, 2022: Schedule of Revenue Recognized point in Time and over Time Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 62,250 $ 3,427,698 $ - $ 808,418 $ 4,298,366 Over time 353,200 - 2,493,685 142,778 2,989,663 Total $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ 7,288,029 For the year ended December 31, 2021: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Over time 211,528 - 2,424,229 - $ 2,635,757 Total $ 211,528 $ - $ 2,424,229 $ - $ 2,635,757 The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract advanced billings on the Company’s consolidated balance sheet. The Company has an enforceable right to payment upon invoicing and records contract liabilities when revenue is recognized subsequent to invoicing. The Company recognized unbilled revenue when revenue is recognized prior to invoicing. The Company recognized contract assets related to direct costs incurred to fulfill the contracts. These costs are primarily labor costs associated with the development of the software. The Company defers these costs and amortizes them into cost of revenues over the period revenues are recognized. The activity in the contract assets for the years ending December 31, 2022 and 2021 are as follows: Schedule of Contract Assets Amount Balance as of December 31, 2021 $ 147,913 Labor costs expensed (483,524 ) Labor costs deferred 554,727 Balance as of December 31, 2022 $ 219,116 The Company’s assets and liabilities related to its contracts with customers were as follows: Schedule of Contract Assets and Liabilities Schedule of contract assets and liabilities 2022 2021 Accounts receivable $ 776,530 $ 793,795 Unbilled revenue (reported in accounts receivable) 47,000 162,760 Contract assets 219,116 147,913 Contract liabilities (2,166,451 ) (308,058 ) The activity in the contract liabilities for the years ending December 31, 2022 and 2021 are as follows: Schedule of Contract Liabilities Amount Balance as of December 31, 2021 $ (308,058 ) SportsHub acquired balance (3,574,285 ) Revenue recognized or reclassified 2,846,755 Deferred revenue (1,130,863 ) Balance as of December 31, 2022 $ (2,166,451 ) All contract liabilities at December 31, 2022 and 2021 were recognized as revenue or expected to be recognized within the next fiscal year. All other activity in contract liabilities is due to the timing of invoice in relation to the timing of revenue as described above. Contracted but unsatisfied performance obligations were approximately $ 850,000 and $ 3,246,000 as of December 31, 2022 and 2021, respectively, of which the Company expects to recognize the entire amount in revenue over the next year. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that its contracts generally do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s products and services, and not to facilitate financing arrangements. The Company had two customers that accounted for approximately 45% 572,621 The Company had four customers that accounted for approximately 49% 456,460 |
Operating Segments
Operating Segments | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Operating Segments | Note 13 - Operating Segments The Company has four operating segments: Affiliate Marketing Services – United States, Affiliate Marketing Services – International, Sports Gaming Client Services and SportsHub Games Network. Each operating segment is also a reportable segment. The Enterprise Telecom Expense Management (“Enterprise TEM”) business unit is reflected in discontinued operations (see Note 16). The Enterprise TEM and Affiliate Marketing Services – International segments are a result of the MTS Merger and FourCubed acquisition, respectively, in 2021. The Enterprise TEM segment will not be presented going forward due to its sale on December 31, 2022. The Affiliate Marketing Services – United States segment operates a performance marketing platform which owns and operates state-specific web domains designed to attract, acquire and drive local sports betting and casino traffic directly to the Company’s sportsbook and casino partners which are licensed to operate in each respective state. The Company earns a commission from sportsbooks and casino operators on new depositors directed to them via our proprietary D2P websites in America. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. The Affiliate Marketing Services – International segment is an iGaming and affiliate marketing network, focused on delivering quality traffic and player acquisitions, retention and conversions to global iGaming operator partners worldwide in exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred to them. The Sports Gaming Client Services segment provides its clients with development, hosting, operations, maintenance, and service of free-to-play games and contests. These relationships can be either software-as-service (“SaaS”) arrangements that are hosted by SharpLink and accessed through its clients’ websites or other electronic media; or software licenses that allow the client to take the software on premise. The SportsHub Games Network segment owns and operates a variety of real-money fantasy sports and sports simulation games and mobile apps on its platform; and is licensed or authorized to operate in every state in the United States where fantasy sports play is legal and in which SportsHub has elected to operate based on the financial viability of operating there. The Enterprise TEM segment is a global provider of solutions for telecommunications expense management, enterprise mobility management, call usage and accounting software. The segment’s TEM solutions allow enterprises and organizations to make smarter choices with their telecommunications spending at each stage of the service lifecycle, including allocation of cost, proactive budget control, fraud detection, processing of payments and spending forecasting. The Enterprise TEM segment is reflected as discontinued operations in 2023 and 2022 and was sold in December 31, 2022. See Note 16. Any intercompany revenues or expenses are eliminated in consolidation. A measure of segment assets and liabilities has not been currently provided to the Company’s chief operating decision maker and is therefore not presented below. Summarized financial information for the Company’s reportable segments for the three and six months ended June 30, 2023 and 2022 are shown below: For the three months ended June 30, 2023: Schedule of Companies Reportable Segments Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 305,571 $ 1,124,887 $ 698,529 $ 1,128,370 $ - $ 3,257,357 Cost of revenues 192,275 791,869 929,732 378,169 - 2,292,045 Loss from operations (2,072,433 ) (108,458 ) (301,345 ) (300,961 ) - (2,783,197 ) Loss from discontinued operations - - - - (149,000 ) (149,000 ) Net income (loss) $ (2,715,488 ) $ (135,848 ) $ (301,345 ) $ (139,477 ) $ (149,000 ) $ (3,441,158 ) For the three months ended June 30, 2022: Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 108,509 $ 840,212 $ 802,534 $ - $ - $ 1,751,255 Cost of revenues 23,374 514,153 1,123,714 - - 1,661,241 Income (loss) from operations (3,149,607 ) (104,459 ) (385,666 ) - - (3,639,732 ) Loss from discontinued operations - - - - (1,147,654 ) (1,147,654 ) Net income (loss) $ (3,139,119 ) $ (138,493 ) $ (385,666 ) $ - $ (1,147,645 ) $ (4,810,932 ) For the six months ended June 30, 2023: Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 585,347 $ 2,133,164 $ 1,763,544 $ 2,165,693 $ - $ 6,647,748 Cost of revenues 407,731 1,459,775 1,696,610 774,679 - 4,338,795 Loss from operations (4,093,441 ) (197,858 ) (91,834 ) (727,840 ) - (5,110,973 ) Loss from discontinued operations - - - - (294,000 ) (294,000 ) Net income (loss) $ (5,209,944 ) $ (253,728 ) $ (91,834 ) $ (415,398 ) $ (294,000 ) $ (6,264,904 ) For the six months ended June 30, 2022: Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 170,031 $ 1,763,962 $ 1,713,597 $ - $ - $ 3,647,590 Cost of revenues 45,287 1,043,565 1,841,291 - - 2,930,143 Income (loss) from operations (5,372,255 ) (4,907,160 ) (288,776 ) - - (10,568,191 ) Loss from discontinued operations - - - - (1,255,654 ) (1,255,654 ) Net income (loss) $ (5,349,453 ) $ (4,961,578 ) $ (288,776 ) $ - $ (1,255,654 ) $ (11,855,461 ) Summarized revenues by country in which the Company operated for the three and six months ended June 30, 2023 and 2022 are shown below: Schedule of Revenues by Country Three Months Ended June 30, 2023 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total United States $ 305,571 $ - $ 698,529 $ 1,128,370 $ - $ 2,132,470 Rest of World - 1,124,887 - - - 1,124,887 Revenues $ 305,571 $ 1,124,887 $ 698,529 $ 1,128,370 $ - $ 3,257,357 Three Months Ended June 30, 2022 United States $ 108,509 $ - $ 802,534 $ - $ - $ 911,043 Rest of World - 840,212 - - - 840,212 Revenues $ 108,509 $ 840,212 $ 802,534 $ - $ - $ 1,751,255 Six Months Ended June 30, 2023 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total United States $ 585,347 $ - $ 1,763,544 $ 2,165,693 $ - $ 4,514,584 Rest of World - 2,133,164 - - - 2,133,164 Revenues $ 585,347 $ 2,133,164 $ 1,763,544 $ 2,165,693 $ - $ 6,647,748 Six Months Ended June 30, 2022 United States $ 170,031 $ - $ 1,713,597 $ - $ - $ 1,883,628 Rest of World - 1,763,962 - - - 1,763,962 Revenues $ 170,031 $ 1,763,962 $ 1,713,597 $ - $ - $ 3,647,590 The Company does not have material tangible long-lived assets in foreign jurisdictions. The Company’s Sports Gaming Client Services and Affiliate Marketing Services – International segments derive a significant portion of their revenues from several large customers. The table below presents the percentage of consolidated revenues derived from large customers: Schedule of Percentage of Consolidated Revenues Derived from Large Customers June 30, 2023 June 30, 2022 Customer A 15 % 2 % Customer B 13 % 41 % Customer C 10 % 21 % Percentage of consolidated revenues 10 % 21 % | Note 14 – Segment Information Operating Segments The Company has four operating segments: Affiliate Marketing Services – United States, Affiliate Marketing Services – International, Sports Gaming Client Services and SportsHub Games Network. Each operating segment is also a reportable segment. The Enterprise Telecom Expense Management (“Enterprise TEM”) business unit is reflected in discontinued operations (see Note 16). The Enterprise TEM and Affiliate Marketing Services – International segments are a result of the MTS Merger and FourCubed Acquisition, respectively, in 2021. The Enterprise TEM segment will not be presented going forward due to its sale on December 31, 2022. The Affiliate Marketing Services – United States segment operates a performance marketing platform which owns and operates state-specific web domains designed to attract, acquire and drive local sports betting and casino traffic directly to the Company’s sportsbook and casino partners which are licensed to operate in each respective state. The Company earns a commission from sportsbooks and casino operators on new depositors directed to them via our proprietary D2P websites in America. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. The Affiliate Marketing Services – International segment is an iGaming and affiliate marketing network, focused on delivering quality traffic and player acquisitions, retention and conversions to global iGaming operator partners worldwide in exchange for a commission (cost per acquisition or portion of net gaming revenues) paid to the Company by the partners for the new players referred to them. The Sports Gaming Client Services segment provides its clients with development, hosting, operations, maintenance, and service of free-to-play games and contests. These relationships can be either software-as-service (“SaaS”) arrangements that are hosted by SharpLink and accessed through its clients’ websites or other electronic media; or software licenses that allow the client to take the software on premise. The SportsHub Games Network segment owns and operates a variety of real-money fantasy sports and sports simulation games and mobile apps on its platform; and is licensed or authorized to operate in every state in the United States where fantasy sports play is legal and in which SportsHub has elected to operate based on the financial viability of operating there. The Enterprise TEM segment is a global provider of solutions for telecommunications expense management, enterprise mobility management, call usage and accounting software. The segment’s TEM solutions allow enterprises and organizations to make smarter choices with their telecommunications spending at each stage of the service lifecycle, including allocation of cost, proactive budget control, fraud detection, processing of payments and spending forecasting. The Enterprise TEM segment is reflected as discontinued operations in 2022 and 2021 and was sold in December 2022. (See Note 16.) Any intercompany revenues or expenses are eliminated in consolidation. All of the Company’s operating revenues and expenses, other than those excluded from Adjusted EBITDA as detailed below, are allocated to the Company’s reportable segments. The Company defines and calculates Adjusted EBITDA as net loss before the impact of interest income or expense, income tax provision, and depreciation and amortization, and further adjusted for stock compensation expense, transaction expenses, commitment fee expense and impairment expense, as described in the reconciliation below. A measure of segment assets and liabilities has not been currently provided to the Company’s chief operating decision maker and is therefore not presented below. Summarized financial information for the Company’s reportable segments as of and for the years ended December 31, 2022 and 2021 is shown below: Schedule of Summarized Financial Information for the Company’s Reportable Segments 2022 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ - $ 7,288,029 Cost of revenues 141,736 2,127,555 3,119,178 765,965 - 6,154,434 Income (loss) from operations (9,471,593 ) (5,026,352 ) (1,027,484 ) 48,912 - (15,476,517 ) Income from discontinued operations - - - - 70,024 70,024 Net income (loss) $ (9,183,309 ) $ (5,135,517 ) $ (1,027,484 ) $ 42,908 $ 70,024 $ (15,303,402 ) 2021 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 Cost of revenues 64,070 - 2,871,049 - - 2,935,119 Income (loss) from operations (32,773,402 ) - (696,428 ) - - (33,469,830 ) Loss from discontinued operations - - - - (22,174,305 ) (22,174,305 ) Net income (loss) $ (32,774,152 ) $ - $ (696,427 ) $ - $ (22,174,305 ) $ (55,644,135 ) Summarized revenues by country in which the Company operated for the years ended December 31, 2022 and 2021 is shown below: Schedule of Revenue by Country December 31, 2022 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total United States $ 415,450 $ - $ 2,493,685 $ 951,196 $ - $ 3,860,331 Rest of World - 3,427,698 - - - 3,427,698 Revenues $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ - $ 7,288,029 December 31, 2021 United States $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 Rest of World - - - - - - Revenues $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 The Company does not have material tangible long-lived assets in foreign jurisdictions. The Company’s Affiliate Marketing Services International and Sports Gaming Client Services segment derives a significant portion of its revenues from several large customers. The table below presents the percentage of consolidated revenues derived from the two segments: Schedule of Percentage of Consolidated Revenues Derived From Large Customers Schedule of consolidated revenues 2022 2021 Customer A 35 % 15 % Customer B 10 % 10 % Customer C * - % 10 % Customer D * - % 14 % * Revenue from customer was less than 10% for the years ended December 31, 2022 and 2021. |
Income Taxes
Income Taxes | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 15 – Income Taxes On a quarterly basis, we estimate our annual effective tax rate and record a quarterly income tax provision based on the anticipated rate. As the year progresses, we refine our estimate based on the facts and circumstances, including discrete events, by each tax jurisdiction. The effective tax rate for the six-month period ended June 30, 2023 was ( 0.31 0.0 | Note 15 – Income Taxes Deferred tax assets and liabilities from continuing operations as of December 31, 2022 and 2021 consist of the following: Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred tax assets and liabilities 2022 2021 Deferred tax assets Net operating losses $ 4,891,195 $ 8,927,213 Research and development tax credit 95,597 30,429 Nonqualified stock options 100,373 334,519 Equipment 8,885 1,256 Goodwill 285,511 14,088 Bad debts — 120,608 Intangible Assets 713,206 — Accrued expenses and other 117,511 425,327 Business interest expense — — Gross deferred tax assets 6,212,278 9,853,440 Valuation allowance (6,218,484 ) (9,728,975 ) Net deferred tax assets $ (6,206 ) $ 124,465 Deferred tax liabilities Intangible assets — (130,046 ) Goodwill — — Deferred tax liabilities — (130,046 ) Net deferred tax liability $ (6,206 ) $ (5,558 ) As of December 31, 2022, the Company maintained a valuation allowance against certain deferred tax assets to reduce the total to an amount management believed was appropriate. Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As of December 31, 2022, the Company has a federal tax net operating loss carryforward of $ 21,500,845 376,018 The state net operating loss carryforwards will begin to expire in 2035 and are available to offset future taxable income or reduce taxes payable through 2040. 30,000,000 The foreign net operating losses related to operations in Israel and Hong Kong that can be carried forward indefinitely. The Company has US federal and state research and development tax credits of $ 95,597 6,683 The provision for (benefit from) income taxes charged to income for the years ended December 31, 2022 and 2021 consist of the following: Schedule of Income Tax Expenses Benefits Schedule of income tax expenses benefits 2022 2021 US current tax expense $ 10,718 $ 2,999 Foreign current tax expense — — US deferred tax expense (benefit) 648 1,172 Provision for income tax expenses (benefit) $ 11,366 $ 4,171 A reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Schedule of Effective Tax Rate Schedule of Effective tax rate 2022 2021 Income tax benefit at federal statutory rate $ (3,288,865 ) 21.0 % $ (11,678,252 ) 21.0 % State and local income taxes net of federal tax benefit (83,610 ) 0.5 % (267,103 ) 0.5 % Rate differentials — 0.0 % (4,020 ) 0.0 % Meals and entertainment, non-deductible expenses and tax-exempt income (44,073 ) -0.1 % 72,503 -0.1 % Incentive stock option expense 61,851 -0.1 % 59,055 -0.1 % Nondeductible goodwill impairment 167,130 -8.2 % 4,551,259 -8.2 % Nondeductible commitment fee — -8.8 % 4,893,253 -8.8 % PPP loan forgiveness income — 0.0 % — 0.0 % NQO Cancellations 680,002 0.0 % — 0.0 % Financial Statement True Up (5,919 ) 0.0 % — 0.0 % Change in provision for uncertain tax positions — 0.0 % 1,177 0.0 % Change in valuation allowance 2,524,850 -4.3 % 2,376,299 -4.3 % Provision for income tax expenses (benefit) $ 11,366 0.0 % $ 4,171 0.0 % The Company has not provided any additional U.S. federal or state income taxes or foreign withholding taxes on the undistributed foreign earnings or basis differences as such differences have been considered indefinitely reinvested in the business. The determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings is not practicable because of the complexities associated with its hypothetical calculation. The Company files income tax returns in the U.S. federal jurisdiction, Minnesota, and various other states. The Company is not subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2018. The Company also files in Israel, Hong Kong and other foreign jurisdictions. The Company is not subject to audit in periods prior to 2018 in Israel and 2016, in Hong Kong The other foreign jurisdictions have various tax examination periods. It is difficult to predict the final timing and resolution of any particular uncertain tax position. Based on the Company’s assessment of many factors, including past experience and complex judgements about future events, the Company does not currently anticipate significant changes in its uncertain tax positions over the next 12 months. The following presents the change in accrued uncertain tax positions: Schedule of Accrued Uncertain Tax Positions Schedule of accrued uncertain tax positions Beginning balance, December 31, 2021 $ 131,100 Uncertain tax position additions 0 Removal for amount related to discontinued operations (131,100 ) Ending balance, December 31, 2022 $ 0 The Company recognizes interest and penalties accrued related to unrecognized tax benefits as additional income tax expense. During the years ended December 31, 2022 and 2021, the Company did not recognize material income tax expense related to interest and penalties. The Company’s uncertain tax position balance from continuing operations was $ 0 |
Discontinued Operations
Discontinued Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Discontinued Operations | Note 16 – Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations. In June 2022, the Company’s board of directors authorized management to enter into negotiations to sell MTS. The Company negotiated a Share and Asset Purchase Agreement which was closed on December 31, 2022. The majority of the assets of the primary reporting unit within MTS were sold. The assets and liabilities remaining post transaction are in the process of winding down subsequent to the year ended December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of June 30, 2023 and December 31, 2022. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations. Prior to the sale of MTS on December 31, 2022, the Enterprise TEM operating segment’s performance obligations are satisfied either overtime (managed services and maintenance) or at a point in time (software licenses). Professional services rendered after implementation are recognized as performed. Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Many of the Enterprise TEM operating segment’s agreements include software license bundled with maintenance and supports. The Company allocates the transaction price for each contract to each performance obligation identified in the contract based on the relative standalone selling price (SSP). The Company determines SSP for the purposes of allocating the transaction price to each performance obligation by considering several external and internal factors including, but not limited to, transactions where the specific element sold separately, historical actual pricing practices in accordance with ASC 606, Revenues from Contracts with Customers. The determination of SSP requires the exercise of judgement. For maintenance and support, the Company determines the SSP based on the price at which the Company sells a renewal contract. A reconciliation of the major classes of line items constituting the loss from discontinued operations, net of income taxes as presented in the condensed consolidated statements of operations for the six months ended June 30, 2023 (unaudited) is summarized in the table below. Summary Reconciliation of Discontinued Operations Summary Reconciliation of Discontinued Operations Three months ended June 30, 2023 Three months ended June 30, 2022 Six months ended June 30, 2023 Six months ended June 30, 2022 Revenues $ - $ 936,830 $ - $ 1,869,830 Cost of Revenues (1,000 ) 509,175 7,000 1,044,175 Gross (Loss) Profit (1,000 ) 427,655 (7,000 ) 825,655 Operating Expenses Selling, general, and administrative expenses 149,000 345,293 278,000 843,293 Goodwill and intangible asset impairment expense - 1,224,671 - 1,224,671 Total operating expenses 149,000 1,569,964 278,000 2,067,964 Operating Loss (148,000 ) (1,142,309 ) (285,000 ) (1,242,309 ) Other Income and Expense - (5,345 ) (7,000 ) (12,345 ) Total other income and expense - (5,345 ) (7,000 ) (12,345 ) Loss Before Income Taxes (148,000 ) (1,147,654 ) (292,000 ) (1,254,654 ) Provision for income tax expenses 1,000 - 2,000 1,000 Loss from discontinued operations $ (149,000 ) $ (1,147,654 ) $ (294,000 ) (1,255,654 ) The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of June 30, 2023 (unaudited) and December 31, 2022: Schedule of Major Classes of Assets and Liabilities June 30, 2023 (Unaudited) December 31, 2022 Carrying amounts of major classes of assets included as part of discontinued operations: Current Assets Cash $ 301,000 $ 648,000 Accounts receivable, net of allowance 69,000 191,000 Prepaid expenses and other current assets 164,000 187,000 Equipment, net 3,000 5,000 Other Assets - 279,000 Total current assets $ 537,000 $ 1,310,000 June 30, 2023 (Unaudited) December 31, 2022 Carrying amounts of major classes of liability included as part of discontinued operations: Current Liabilities Accrued expenses $ 82,100 $ 374,879 Contract liabilities 3,000 2,000 Other current liabilities 736,397 838,274 Total current liabilities $ 821,497 $ 1,215,153 | Note 16 – Discontinued Operation Discontinued Operations In accordance with ASC 205-20 Presentation of Financial Statements: Discontinued Operations, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major impact on an entity’s operations and financial results when the components of an entity meets the criteria in ASC paragraph 205-20-45-10. In the period in which the component meets the held for sale or discontinued operations criteria the major assets, other assets, current liabilities and non-current liabilities shall be reported as a component of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the income (loss) of continuing operations. In June 2022, the Company’s Board of Directors approved management to enter into negotiations to sell MTS. The Company negotiated a Share and Asset Purchase Agreement with the transaction completed on December 31, 2022. The majority of the assets of the primary reporting unit within MTS were sold. The assets and liabilities remaining post transaction are in the process of winding down subsequent to the year ended December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of December 31, 2022 and December 31, 2021. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations. The Company’s Enterprise TEM operating segment entered into contracts with customers to license the rights to use its software products and to provide maintenance, hosting and managed services, support and training to customers. Certain software licenses require customization. The Company sells its products directly to end-users and indirectly through resellers and operating equipment managers, who are considered end users. In June 2022, the Company’s Board of Directors approved management to enter into negotiations to sell MTS. The Company negotiated a Share and Asset Purchase Agreement with the transaction completed on December 31, 2022. The Enterprise TEM operating segment’s performance obligations are satisfied either overtime (managed services and maintenance) or at a point in time (software licenses). Professional services rendered after implementation are recognized as performed. Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Many of the Enterprise TEM operating segment’s agreements include software license bundled with maintenance and supports. The Company allocates the transaction price for each contract to each performance obligation identified in the contract based on the relative standalone selling price (SSP). The Company determines SSP for the purposes of allocating the transaction price to each performance obligation by considering several external and internal factors including, but not limited to, transactions where the specific element sold separately, historical actual pricing practices in accordance with ASC 606, Revenues from Contracts with Customers. The determination of SSP requires the exercise of judgement. For maintenance and support, the Company determines the SSP based on the price at which the Company sells a renewal contract. In accordance with the approval by the Company’s Board of Directors to sell MTS, management undertook an impairment assessment of MTS’ intangible assets and goodwill. Management concluded that the intangible assets of customer relationships and developed technology and its goodwill were impaired and recorded an impairment charge of $ 1,224,671 A reconciliation of the major classes of line items constituting the loss from discontinued operations, net of income taxes as presented in the consolidated statements of operations for the twelve months ended December 31, 2022 and 2021 is summarized in the table below. Summary Reconciliation of Discontinued Operations 2022 2021 Revenues $ 3,734,000 $ 1,515,848 Cost of Revenues 1,900,000 933,986 Gross Profit 1,834,000 581,862 Operating Expenses Selling, general, and administrative expenses 1,515,000 1,032,042 Goodwill and intangible asset impairment expenses 1,224,000 21,722,213 Total operating expenses 2,739,000 22,754,255 Operating Loss from Discontinued Operations (905,000 ) (22,172,393 ) Other Income and Expense Interest income 6,000 - Gain on disposal of subsidiary 997,000 - Total other income and expense 1,003,000 - Net Income Before Income Taxes from discontinued operations 98,000 (22,172,393 ) Provision for income tax expenses for discontinued operations 27,976 1,912 Net Income (Loss) $ 70,024 $ (22,174,305 ) The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of December 31, 2022 and December 31, 2021. Included in total assets as of December 31, 2022 and 2021 is a deferred tax asset of $ 6,683 7,474 Carrying amounts of major classes of assets included as part of discontinued operations: Schedule of Major Classes of Assets and Liabilities December 31, 2022 December 31, 2021 Current Assets Cash $ 648,000 $ 690,181 Restricted cash - 1,025,029 Accounts receivable, net of allowance 191,000 137,405 Prepaid expenses and other current assets 187,000 248,594 Equipment, net 5,000 Other assets 279,000 Total current assets $ 1,310,000 $ 2,101,209 Non-current assets Equipment, net - $ 16,505 Other assets - 283,632 Intangibles and goodwill - 1,287,921 Total non-current assets $ - $ 1,588,058 Carrying amounts of major classes of liability included as part of discontinued operations December 31, 2022 December 31, 2021 Current liabilities Accrued expenses $ 374,879 $ 1,902,477 Contract liabilities 2,000 896,933 Other current liabilities 838,274 534,323 Total current liabilities $ 1,215,153 $ 3,333,733 Non-current liabilities Other long-term liabilities - 365,977 Total liabilities $ 1,215,213 $ 3,699,710 Total assets and liabilities of discontinued operations are presented as current assets from discontinued operations and current liabilities from discontinued operations as of December 31, 2022 on the consolidated balance sheets. Included in the consolidated statement of cash flows for the years ended December 31, 2022 and 2021 were the following, respectively: net cash generated by (used for) operating activities – discontinued operations of $ 533,133 ($215,879) 10,423 1,932,000 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Net loss per share - Basic and diluted | ||
Net Loss Per Share | Note 17 – Net Loss Per Share The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows: Schedule of Loss Per Share and Weighted-average Three months ended June 30 Six months ended June 30 2023 2022 2023 2022 Net loss from continuing operations $ (3,292,158 ) $ (3,663,278 ) $ (5,970,904 ) $ (10,599,807 ) Less: deemed dividends on Series B preferred stock (48,633 ) - (48,633 ) - Less: dividends on series B preferred stock (699 ) (2,247 ) (1,648 ) (5,841 ) Net loss from continuing operations available to ordinary shareholders (3,341,490 ) (3,665,525 ) (6,021,185 ) (10,605,648 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (149,000 ) (1,147,654 ) (294,000 ) (1,255,654 ) Net loss available to ordinary shareholders $ (3,490,490 ) $ (4,813,179 ) $ (6,315,185 ) $ (11,861,302 ) Basic and diluted weighted-average shares outstanding 2,813,900 2,361,974 2,813,900 2,361,974 Basic and diluted: Net loss from continuing operations per share $ (1.19 ) $ (1.55 ) $ (2.14 ) $ (4.49 ) Net income (loss) from discontinued operations per share (0.05 ) (0.49 ) (0.10 ) (0.53 ) Net loss per share $ (1.24 ) $ (2.04 ) $ (2.24 ) $ (5.02 ) The redeemable convertible preferred stock is a participating security, whereby if a dividend is declared to the holders of ordinary shares, the holders of preferred stock would participate to the same extent as if they had converted the preferred stock to ordinary shares. For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding: Schedule of computation of diluted shares outstanding Schedule of Computation of Diluted Shares Outstanding June 30, 2023 June 30, 2022 Stock options 450,221 175,005 Series A-1 preferred stock 7,130 5,881 Series B preferred stock 12,481 12,481 Advisory 63,687 - Prefunded warrants 125,359 - MTS warrants - 8,333 Purchase warrants 880,000 - Regular warrants 266,667 266,667 Total 1,805,545 468,367 | Note 17 – Loss Per Share Net Loss Per Share The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows: Schedule of Loss Per Share and Weighted-average December 31, 2022 December 31, 2021 Net loss from continuing operations $ (15,303,402 ) $ (33,469,830 ) Less: discount accretion on series A preferred stock — (373,560 ) Less: dividend accretion on series A preferred stock — (91,192 ) Less: dividends on series B preferred stock (8,862 ) (315,632 ) Net loss from continuing operations available to ordinary shareholders (15,312,264 ) (34,250,214 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (22,174,305 ) Net loss available to ordinary shareholders $ (15,242,240 ) $ (56,424,519 ) Basic and diluted weighted-average shares outstanding 2,488,477 1,430,031 Basic and diluted: Net loss from continuing operations per share $ (6.15 ) $ (23.95 ) Net income (loss) from discontinued operations per share 0.03 (15.51 ) Net loss per share $ (6.12 ) $ (39.46 ) The MTS Merger was accounted for as a reverse acquisition. In accordance with ASC 805, Business Combinations 13.352 The redeemable convertible preferred stock is a participating security, whereby if a dividend is declared to the holders of ordinary shares, the holders of preferred stock would participate to the same extent as if they had converted the preferred stock to ordinary shares. For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding: Schedule of computation of diluted shares outstanding Schedule of Computation of Diluted Shares Outstanding 2022 2021 Stock options 288,912 178,357 Series A-1 preferred stock 6,630 5,474 Series B preferred stock 12,481 12,481 Earnout — 58,775 MTS warrants 8,333 8,333 Prefunded warrants 125,359 125,359 Regular warrants 266,667 266,667 Total 708,383 655,446 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 18 – Related Party Transactions The Company uses Brown & Brown (“Brown”) as an insurance broker. Brown is considered a related party as an executive of Brown serves on the board of directors for the Company. The Company paid $ 486,111 514,764 The Company leases office space in Canton, Connecticut from CJEM, LLC, which is owned by an officer and director of the Company. The Company paid rent expense of $ 19,200 | Note 18 – Related Party Transactions Through December 21, 2022, SportsHub Games Network (“Affiliate”) owned approximately 40 Alpha Capital Anstalt (“Alpha”) is an investor in the Company, which owns ordinary shares, Series A-1 preferred stock, Series B preferred stock, regular warrants and prefunded warrants. Alpha has a voting interest in the Company of less than 10%, but has an ownership interest in the Company that exceeds 10%. 4.4 The Company uses Hays Companies (“Hays”) as an insurance broker. Hays is considered a related party as an executive of Hays serves on the board of directors for the Company. The Company paid $ 1,198,710 728,986 The Company leases office space in Canton, Connecticut from CJEM, LLC (CJEM), which is owned by an executive of the Company. The Company paid rent expense of $ 38,400 |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 19 – Subsequent Events The Company performed an evaluation of subsequent events for potential recognition and disclosure through the date of the financial statements’ issuance. Nasdaq Notice On May 23, 2023, SharpLink received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that SharpLink is no longer in compliance with the equity standard for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $ 2,500,000 1,784,494 1,489,034 Nasdaq provided the Company with 45 calendar days, or until July 7, 2023, to submit a plan to regain compliance. The Company timely submitted its plan and relevant materials to Nasdaq and requested an extension through November 20, 2023 to evidence compliance with the Rule. On August 3, 2023, the Company received a determination letter (the “Letter”) from Nasdaq advising it that Nasdaq determined to grant the Company an extension to regain compliance with the Rule on or before November 20, 2023. The terms of the extension are as follows: on or before November 20, 2023, the Company must take the actions set forth in the plan and opt for one of the two alternatives to evidence compliance with the Rule. Regardless of which alternative the Company chooses, if the Company fails to evidence compliance upon filing its periodic report for the year ended December 31, 2023, with the SEC and Nasdaq, the Company may receive a written notification from Staff that its securities will be delisted. At that time, the Company may appeal Staff’s determination to a Hearings Panel. | Note 19 – Subsequent Events On January 20, 2023, the Company held an Extraordinary General Meeting of Shareholders and approved a reverse share split of the Company’s ordinary shares, par value NIS 0.06 per share, by a ratio of up to and including 20:1, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors; and amendments to the Company’s Amended and Restated Articles and Memorandum of Association to effect such reverse share split On February 13, 2023, SharpLink, Inc. (the “Borrower”), a Minnesota corporation and wholly owned subsidiary of the Company, entered into a Revolving Credit Agreement (the “2023 Revolving Credit Agreement”) with Platinum Bank, a Minnesota banking corporation (the “Lender”) and executed a revolving promissory note of $ 7,000,000 The 2023 Revolving Credit Agreement provides for a two-year revolving line of credit (the “2023 Credit Line”) in the original principal amount of $ 7,000,000 As previously disclosed, on December 22, 2022, the Company consummated a transaction with SHGN Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company, and SportsHub Games Network, Inc., a Delaware corporation. As a result, SportsHub Games Network, Inc. merged with and into SHGN Acquisition Corp., with SHGN Acquisition Corp. remaining as the surviving corporation and wholly owned subsidiary of the Company. After the merger, SHGN Acquisition Corp. (“New Borrower”) entered the following agreements with the Lender to assume the loans of SportsHub Games Network, Inc. (“Existing Borrower”). ● On February 13, 2023, the New Borrower as successor by merger to Existing Borrower, LeagueSafe Management, LLC, a Minnesota limited liability company (“LeagueSafe”), Virtual Fantasy Games Acquisition, LLC, a Minnesota limited liability company (“Virtual Fantasy,” and together with LeagueSafe, collectively, the “Guarantors”) entered into a consent, assumption and second amendment agreement with the Lender. LeagueSafe and Virtual Fantasy were the Existing Borrower’s subsidiaries, and as a result of the merger, became the New Borrower’s subsidiaries. ● On February 13, 2023, the New Borrower also executed an amended and restated term promissory note payable to the Lender in the principal amount of $ 1,267,199 2,000,000 ● On February 13, 2023, the New Borrower, LeagueSafe and Virtual Fantasy (together with LeagueSafe, the “Pledgors”) entered into a consent, assumption and third amendment agreement with the Lender. ● On February 13, 2023, the New Borrower also executed an amended and restated revolving promissory note payable to the Lender in the principal amount of $ 5,000,000 5,000,000 On February 15, 2023, the Company also issued to Alpha the Warrant to purchase 880,000 ordinary shares of the Company at an initial exercise price of $ 8.75 . The Warrant is exercisable in whole or in part, at any time on or after February 15, 2023 and before February 15, 2028. The Exercise Price of the Warrant is subject to an initial reset immediately prior to the Company’s filing of a proxy statement that includes the Shareholder Approval Proposal to the lower of $ 8.75 and the average of the five Nasdaq Official Closing Prices immediately preceding such date the. The Warrant includes a beneficial ownership blocker of 9.99% . As a result, the exercise price has been reset to $ 4.0704 On March 10, 2023, Silicon Valley Bank (“SVB”) was placed into the hands of receivers at the FDIC. On this date, SharpLink had approximately $ 336,000 250,000 140,000 As previously disclosed, on April 23, 2023, the Company effected a one-for-ten (1:10) reverse share split of all the Company’s share capital and adopted amendments to its Memorandum of Association and Second Amended and Restated Articles of Association (“M&AA”) whereby the Company (i) decreased the number of issued and outstanding ordinary shares, nominal value NIS 0.60 26,881,244 2,688,541 92,900,000 0.06 9,290,000 0.60 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 - Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared by SharpLink Gaming Ltd. (the “Company,” “SharpLink,” formerly Mer Telemanagement Services or “MTS”, “we,” or “our”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as of June 30, 2023 and December 31, 2022, its results of operations and cash flows for the six months ended June 30, 2023 and 2022. The condensed consolidated balance sheet as of December 31, 2022, has been derived from the audited consolidated financial statements as of that date. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to rules and regulations of the SEC. Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statement presentation. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2022, which are included the Company’s Annual Report on Form 10-K filed with the SEC on April 5, 2023 and the Form 10-K/A filed with the SEC on July 14, 2023. Nature of Business The Company is an Israeli-based corporation. SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology and direct-to-player (“D2P”) performance marketing strategies to convert sports fans into sports bettors and online casino game players for licensed, online sportsbook and casino operators. Further, SharpLink, through its SportsHub Gaming Network (“SportsHub”) reporting unit, owns and operates an online gaming business that primarily facilitates daily and seasonal peer-to-peer fantasy contests for its end users. The Company also operates a website that provides a variety of services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of transactions, payment reminders, in-season security of league funds, and facilitation of prize payouts. SportsHub was acquired by the Company on December 22, 2022. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (the “MTS Merger”), which changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” As a result of the MTS Merger, SharpLink, Inc. shareholders owned 86 Reverse Share Split On April 23, 2023, the Company effected a one-for-ten (1:10) reverse share split of all the Company’s share capital and adopted amendments to its Memorandum of Association and Second Amended and Restated Articles of Association (“M&AA”) whereby the Company (i) decreased the number of issued and outstanding ordinary shares, nominal value NIS 0.60 26,881,244 2,688,541 92,900,000 0.06 9,290,000 0.60 Reclassifications Certain reclassifications were made to the balance sheet as of December 31, 2022 to conform to the June 30, 2023 method of presentation. Certain reclassifications were made to the consolidated statements of operations for the six months ended June 30, 2022 to conform to the June 30, 2023 method of presentation. These reclassifications had no effect on reported total current assets, total assets, total current liabilities, total liabilities, total stockholder’s equity, or revenues. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | Note 3 - New Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued 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). ASU 2020-06 simplifies the accounting for convertible debt and convertible preferred stock by removing the requirements to separately present certain conversion features in equity. In addition, the amendments in the ASU also simplify the guidance in ASC 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity, by removing certain criteria that must be satisfied in order to classify a contract as equity, which is expected to decrease the number of freestanding instruments and embedded derivatives accounted for as assets or liabilities. Finally, the amendments revise the guidance on calculating earnings per share, requiring use of the if-converted method for all convertible instruments and rescinding an entity’s ability to rebut the presumption of share settlement for instruments that may be settled in cash or other assets. The Company adopted ASU 2020-06 on January 1, 2023 and was applied to the Company’s accounting for its convertible debenture and warrants (see Note 8). In June 2016 and subsequently amended in March 2022, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward-looking CECL model for accounts receivables, guarantees and other financial instruments. The Company adopted ASC 326 on January 1, 2023 and ASC 326 did not have a material impact on its consolidated financial statements as the Company has not had any historical credit losses. |
Additional Balance Sheet Inform
Additional Balance Sheet Information | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Additional Balance Sheet Information | Note 4 - Additional Balance Sheet Information Equipment, net Equipment consists of computers, furniture and fixtures and is presented net of accumulated depreciation of $ 116,148 100,733 5,387 6,119 15,414 12,790 Intangible assets, net Intangible assets, net of accumulated amortization as of June 30, 2023 and December 31, 2022 consisted of the following: Schedule of Intangible Assets Weighted-average amortization period Cost, Net of Accumulated (years) Impairment Amortization Net Balance, June 30, 2023 Customer relationships 5 10 $ 2,643,000 $ 486,273 $ 2,156,727 Acquired technology 3 5 1,438,700 1,239,766 198,934 Tradenames 6 640,000 56,740 583,260 Internally developed software 5 973,283 371,966 601,317 Software in development N/A 264,626 - 264,626 $ 5,959,609 $ 2,154,745 $ 3,804,864 Balance, December 31, 2022 Customer relationships 5 10 $ 2,643,000 $ 280,636 $ 2,362,364 Acquired technology 3 5 1,437,050 1,201,739 235,311 Tradenames 6 640,000 3,405 636,595 Internally developed software 5 749,147 288,530 460,617 Software in development N/A 33,046 - 33,046 $ 5,502,243 $ 1,774,310 $ 3,727,933 Amortization expense on intangible assets was $ 192,316 271,771 380,435 570,213 Goodwill Goodwill as of June 30, 2023 and December 31, 2022 consisted of the following: Schedule of Goodwill Sports Gaming Client Services Sports Hub Gaming Affiliate Marketing Services - International Total Balance as of December 31, 2022 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 Goodwill - - - - Less: Impairment charges - - - - Balance as of June 30, 2023 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 |
Convertible Debenture and Warra
Convertible Debenture and Warrant | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Debenture And Warrant | |
Convertible Debenture and Warrant | Note 8 - Convertible Debenture and Warrant Convertible Debenture, at Fair Value The Company accounts for convertible debentures using an amortized cost model. The discount for warrants, the Original Issuance Discount (“OID”) and the initial allocation of fair value of compound derivatives reduce the initial carrying amount of the convertible notes. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount of that related debt. The Company made an irrevocable election at the time of issuance of the Debenture to record the Debenture at its fair value (the “Fair Value Option”) with changes in fair value recorded through the Company’s consolidated statements of operations within other income (expense) at each reporting period. The Fair Value Option provides the Company a measurement basis election for financial instruments on an instrument-by-instrument basis. On February 14, 2023, the Company entered into the SPA with Alpha, a current shareholder of the Company, pursuant to which the Company issued to Alpha, an 8 10 4,400,000 4,000,000 7.00 7.00 4.1772 3.00 Commencing November 1, 2023 and continuing on the first day of each month thereafter until the earlier of (i) February 15, 2026 (the “Maturity Date”) and (ii) the full redemption of the Debenture (each such date, a “Monthly Redemption Date”), the Company will redeem $ 209,524 The Monthly Redemption Amount will be paid in cash; provided, that the Company may elect to pay all or a portion of a Monthly Redemption Amount in ordinary shares of the Company, based on a conversion price equal to the lesser of (i) the then Conversion Price of the Debenture and (ii) 80% of the average of the VWAPs (as defined in the Debenture) for the five consecutive trading days ending on the trading day that is immediately prior to the applicable Monthly Redemption Date. The Debenture initially accrues interest at the rate of 8% per annum for the first 12 months from the February 15, 2023, at the rate of 10% per annum for the ensuing 12 months, and thereafter until Maturity, at the rate of 12%, Interest may be paid in cash or ordinary shares of the Company or a combination thereof at the option of the Company; provided that interest may only be paid in shares if the Equity Conditions (as defined in the Debenture) have been satisfied, including Shareholder Approval. The Debenture includes a beneficial ownership blocker of 9.99%. At the time of execution, on February 14, 2023, the Company recorded an initial debt discount of $ 383,333 ($678,037) 50,000 The following provides a summary of the Convertible Debenture recorded at fair value as of June 30, 2023: Summary of Convertible Debenture Recorded at Fair value Principle amount of convertible debenture at issuance: $ 4,400,000 Less: Unamortized discount for warrants 1,027,450 Unamortized discount for OID 350,001 Accrued interest expense (130,192 ) Change in fair value (678,037 ) Balance of convertible debenture as of June 30, 2023: 3,830,778 Purchase Warrant On February 15, 2023, the Company also issued to Alpha a warrant (the “Warrant”) to purchase 880,000 8.75 19.99 8.75 4.0704 9.99 In the event the Company, at any time while the Warrant is still outstanding, issues or grants any right to re-price, ordinary shares or any type of securities giving rights to obtain ordinary shares at a price below exercise price, Alpha shall be extended full-ratchet anti-dilution protection on the Warrant (reduction in price, only, no increase in number of Warrant Shares, and subject to customary Exempt Transaction issuances), and such reset shall not be limited by the Floor Price. At the time of execution, the Company classified the Warrant as an equity contract and performed an initial fair value measurement. As the Warrant was issued with the sale of the Debenture, the value assigned to the Warrant was based on an allocation of proceeds, subject to the allocation to the Debenture. The Company recorded a debt discount for the Warrant of $ 1,174,229 146,778 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business SharpLink Gaming Ltd. (the “Company” or “SharpLink,” formerly Mer Telemanagement Services or “MTS”), is an Israeli-based corporation. SharpLink is a leading online technology company that connects sports fans, leagues and sports websites to relevant and timely sports betting and iGaming content. SharpLink uses proprietary, intelligent, online conversion technology and direct-to-player (“D2P”) performance marketing strategies to convert sports fans into sports bettors and online casino game players for licensed, online sportsbook and casino operators. Further, SharpLink, through its SportsHub Gaming Network (“SportsHub”) reporting unit, owns and operates an online gaming business that primarily facilitates daily and seasonal peer-to-peer fantasy contests for its end users. The Company also operates a website that provides a variety of services to private fantasy league commissioners, including secure online payment options, transparent tracking and reporting of transactions, payment reminders, in-season security of league funds, and facilitation of prize payouts. On July 26, 2021, SharpLink, Inc. completed its merger with Mer Telemanagement Solutions Ltd. (the “MTS Merger”), which changed its name to SharpLink Gaming Ltd. and commenced trading on NASDAQ under the ticker symbol “SBET.” As a result of the MTS Merger, SharpLink, Inc. shareholders own 86 |
Reverse Share Split | Reverse Share Split On April 23, 2023, the Company effected a one-for-ten (1:10) reverse share split of all the Company’s share capital and adopted amendments to its Memorandum of Association and Second Amended and Restated Articles of Association (“M&AA”) whereby the Company (i) decreased the number of issued and outstanding ordinary shares, nominal value NIS 0.60 26,881,244 2,688,541 92,900,000 0.06 9,290,000 0.60 |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of SharpLink Gaming Ltd. and its wholly owned subsidiaries. All intercompany accounts and transactions between consolidated subsidiaries have been eliminated in consolidation. We operate in four reportable segments. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker (“CODM”), our Chief Executive Officer, allocates resources and assesses performance based upon discrete financial information at the segment level. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment in order to conform to the current period presentation. See Note 16. |
Functional Currency | Functional Currency The Company’s functional and reporting currency is the U.S. dollar. Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. The resulting monetary assets and liabilities are translated into U.S. dollars at exchange rates prevailing on the subsequent balance sheet date. Revenue and expense components are translated to U.S. dollars at weighted-average exchange rates in effect during the period. Foreign currency transaction gains and losses resulting from remeasurement are recognized in other income, net within the consolidated statements of operations. |
Purchase Accounting | Purchase Accounting The purchase price of an acquired business is allocated to the assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. Any unallocated purchase price amount is recognized as goodwill on the consolidated balance sheet if it exceeds the estimated fair value and as a bargain purchase gain on the consolidated statement of operations if it is below the estimated fair value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment, and the utilization of independent valuation experts as well as the use of significant estimates and assumptions with respect to the timing and amounts of future cash inflows and outflows, discount rates, market prices and asset lives, among other items. The judgments made in the determination of the estimated fair value assigned to the assets acquired and liabilities assumed, as well as the estimated useful life of each asset and the duration of each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. Acquisition-related costs are expensed as incurred and changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period are recorded in Provision for Income Taxes. |
Discontinued Operations | Discontinued Operations In June 2022, the Company’s Board of Directors approved management to enter into negotiations to sell MTS. The Company completed the sale of MTS on December 31, 2022. Accordingly, the assets and liabilities of the MTS business are separately reported as assets and liabilities from discontinued operations as of December 31, 2022 and 2021. The results of operations and cash flows of MTS for all periods are separately reported as discontinued operations. |
Restricted Cash | Restricted Cash Restricted cash consists of funds held for payment of prize liabilities for its various daily and seasonal peer-to-peer fantasy games, as well as private fantasy league dues from customers who utilize the services offered via the Company’s secure online payment and league dues management website. The Company maintains separate accounts to segregate users’ funds from operational funds. |
Concentrations of Credit Risk | Concentrations of Credit Risk Cash and restricted cash are deposited with major banks in the United States, Israel and Hong Kong. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. Generally, the FDIC limit per bank is $ 250,000 The following represents the cash and restricted cash on hand at December 31, 2022 by banking institution and does not include any reduction for the FDIC insured limit of $ 250,000 Schedule of Cash and Restricted Cash Bank December 31, 2022 Platinum Bank $ 46,023,871 Bank Vista 2,744,359 Silicon Valley Bank 503,103 Other 1,186,153 Total cash and restricted cash $ 50,457,486 The Company performs ongoing credit evaluations of its customers. In certain circumstances, the Company may require letters of credit, other collateral or additional guarantees. |
Accounts Receivable | Accounts Receivable The Company’s policy for estimating the allowance for credit losses on accounts receivables considers several factors including historical loss experience, the age of delinquent receivable balances due, and economic conditions. Specific customer reserves are made during review of significant outstanding balances due, in which customer creditworthiness and current economic trends may indicate that it is probable the receivable will not be recovered. Accounts receivables are written off after collection efforts occur and the receivable is deemed uncollectible. Adjustments to the allowance for credit losses are recorded in selling, general and administrative expense. Allowance for credit losses as of December 31, 2022 and 2021 were $ 0 0 |
Investment, cost | Investment, cost During the year ended December 31, 2021, the Company invested $ 200,000 280,903 1.12 |
Equipment | Equipment Equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productivity capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which ranges from three to seven years. Depreciation expense for the years ended December 31, 2022 and 2021, was $ 25,345 28,891 100,733 86,989 |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception or modification of the arrangement. An arrangement is or contains a lease if there are identified assets and the right to control the use of an identified asset is conveyed for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset. For a lease with terms greater than year, a right-of-use (ROU) asset and lease liability is recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial measurement of the operating lease ROU asset also includes any prepaid lease payments and are reduced by any previously accrued deferred rent. The Company’s operating lease does not provide a readily determinable implicit rate; therefore, the Company uses its incremental borrowing rate to discount the lease payments based on the information available at commencement date. The Company’s operating lease does not include a fixed rental escalation clause. Lease terms include optional renewal periods when it is reasonably certain that such option will be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease term. |
Intangible and Long-Lived Assets | Intangible and Long-Lived Assets Intangible assets consist of internally developed software, customer relationships, trade names and acquired technology and are carried at cost less accumulated amortization. The Company amortizes the cost of identifiable intangible assets on a straight-line basis over the expected period of benefit, which ranges from three ten years Costs associated with internally developed software are expensed as incurred unless they meet generally accepted accounting criteria for deferral and subsequent amortization. Software development costs incurred prior to the application development stage are expensed as incurred. For costs that are capitalized, the subsequent amortization is the straight-line method over the remaining economic life of the product, which is estimated to be five years The Company begins amortizing the asset and subsequent enhancements once the software is ready for its intended use. The Company reassesses whether it has met the relevant criteria for deferral and amortization at each reporting date. The Company capitalized $ 137,565 201,436 The Company reviews the carrying value of its long-lived assets, including equipment and finite-lived intangible assets, for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimate future cash flows expected to result from its use and eventual disposition. In cases where undiscounted cash flows are less than the carrying value of an asset group, an impairment loss is recognized equal to an amount by which the asset group’s carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of customer loss, obsolescence, demand, competition, and other economic factors. In accordance with the approval by the Company’s Board of Directors to sell MTS in June 2022, management concluded that the intangible assets of customer relationships and developed technology and its goodwill were impaired and recorded an impairment charge for $ 1,224,671 |
Goodwill and Impairment | Goodwill and Impairment The Company evaluates the carrying amount of goodwill annually or more frequently if events or circumstances indicate that the goodwill may be impaired. Factors that could trigger an impairment review include significant underperformance relative to historical or forecasted operating results, a significant decrease in the market value of an asset or significant negative industry or economic trends. The Company completes impairment reviews for its reporting units using a fair-value method based on management’s judgments and assumptions. When performing its annual impairment assessment, the Company evaluates the recoverability of goodwill assigned to each of its reporting units by comparing the estimated fair value of the respective reporting unit to the carrying value, including goodwill. The Company estimates fair value utilizing the income approach and the market approach or a combination of both income and market approaches. The income approach requires management to make assumptions and estimates for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows, working capital levels, income tax rates, and a weighted-average cost of capital reflecting the specific risk profile of the respective reporting unit. The key assumptions used in the income approach include revenue growth, operating income margin, discount rate and terminal growth rate. These assumptions are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined by using market and industry data as well as Company-specific risk factors for each reporting unit. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in such a business. The market approach estimates fair value using performance multiples of comparable publicly-traded companies. In the event the fair value of a reporting unit is less than the carrying value, including goodwill, an impairment loss is recognized for the difference between the implied fair value and the carrying value of the reporting unit. The Company recorded goodwill impairment of $ 1,515,000 During the year ended December 31, 2021, the Company recorded goodwill impairment of $ 21,722,213 858,819 |
Accounts Payable | Accounts Payable The composition of accounts payable and accrued expenses are as follows: Schedule of Accounts Payable and Accrued Expenses December 31, 2022 December 31, 2021 Accounts payable $ 851,031 $ 813,621 Accrued wages and payroll expenses 338,166 181,360 Accrued bonus 358,836 117,370 Accrued interest 32,017 - Other accrued expenses 545,657 291,671 Accounts payable and accrued expenses $ 2,125,707 $ 1,404,022 |
Prize Liability | Prize Liability The Company’s prize liability consists of funds to be paid to participants of the various fantasy games hosted by the Company. These prizes are paid to the participants once a fantasy game has concluded and final winners have been determined. |
Customer Deposits | Customer Deposits The Company’s liability for customer obligations is in wallet accounts and accounts on the SportsHub platform. Cash related to these accounts may be drawn at the customer’s request. |
Severance Pay | Severance Pay Certain of the Company’s employees in Israel have subscribed to Section 14 of Israel’s Severance Pay Law, 5723-1963 (“Section 14”). Pursuant to Section 14, the Company’s employees, covered by this section, are entitled to monthly deposits, at a rate of 8.33 With regards to employees in Israel that are not subject to Section 14, the Company’s liability for severance pay is calculated pursuant to the local Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one-month salary for each year of employment or a portion thereof. The Company’s liability for these employees is fully provided for via monthly deposits with severance pay funds, insurance policies and an accrual. The value of the liability of $ 342,000 366,000 279,000 284,000 The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Severance Pay Law or labor agreements. |
Transactions with SportsHub | Transactions with SportsHub Prior to December 22, 2022 (see Note 3 – Acquisitions – SportsHub Games Network, Inc.), SportsHub owned approximately 40% of the outstanding ordinary shares of the Company. SportsHub has historically paid direct expenses incurred by the Company’s Sports Gaming Client Services business unit (“STI”), which includes salaries and related expenses for the employees of STI. SportsHub collects cash on behalf of STI’s revenue generating activities. The Company was allocated cost of revenue and selling, general, and administrative expenses totaling $ 285,673 284,625 |
Redeemable Preferred Stock Issued with a Commitment Fee | Redeemable Preferred Stock Issued with a Commitment Fee The Company considers guidance within ASC 470-20, Debt (ASC 470), ASC 480, and ASC 815 when accounting for a redeemable equity instrument issued with a freestanding-instruments (e.g. commitment fee), such as in the issuance upon the date the SharpLink stock is listed or quoted on any trading market (Going Public Transaction). In circumstances in which redeemable convertible preferred stock is issued with a commitment fee, the proceeds from the issuance of the convertible preferred stock are first allocated to the commitment fee at its full estimated fair value. The Company accounts for the commitment fee as either equity instrument, liability, or derivative liability in accordance with ASC 480, Distinguishing Liabilities from Equity (ASC 480) and/or ASC 815, Derivatives and Hedging (ASC 815), depending on the specific terms of the agreement. The commitment fee, which required the Company to issue ordinary shares equal to 3% of the Company’s issued and outstanding capital immediately following the Going Public Transaction, required the Company to transfer a variable number of shares outside of its control, which is classified as a liability. Liability-classified instruments are recorded at their estimated fair values at each reporting period until they are exercised, terminated, reclassified, or otherwise settled. Changes in the estimated fair value of the commitment fee were recorded in Commitment Fee Expense in the consolidated statement of operations for the year ended December 31, 2021. |
Treasury Stock | Treasury Stock Company shares held as treasury shares are recognized at cost, and as a deduction from equity. Any gain or loss arising from a purchase, sale, issuance or cancellation of treasury shares is recognized directly in equity at the time of such event. |
Warrants | Warrants The Company accounts for a warrant as an equity instrument, liability or share-based compensation in accordance with ASC 480, Distinguishing Liabilities from Equity, and/or ASC 718, Compensation – Stock Compensation, depending on the specific terms of the agreement. In February 2021, the Company issued a warrant in exchange for advisory services, which vested upon the completion of the Going Public Transaction. The warrant was in the scope of ASC 718 and was recognized at its grant date fair value when the performance condition became probable of occurrence, which in the Company’s case was the completion of the Going Public Transaction. The grant date fair value was determined using a Black Scholes option-pricing model. Through the MTS Merger, the Company assumed 8,333 warrants issued to a contractor who was formerly the Chief Executive Officer of MTS. The warrants were fully vested and recognized at their grant date fair values immediately prior to the consummation of the MTS Merger and have an exercise price of zero. The grant date fair values were determined using Black Scholes option-pricing models. The compensation expense related to these warrants was recognized in the MTS financial results immediately prior to the merger and thus is not included in the SharpLink consolidated statement of operations. In November 2021, the Company issued warrants concurrent with a sale of ordinary shares to an institutional investor. Based on the terms of the agreements, the warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of net proceeds from the offering to the ordinary shares and warrants based on relative fair value on the grant date. The warrants’ grant date fair values were determined using Black Scholes option-pricing models. The value allocated to the warrants was recorded in Additional Paid-In Capital in the consolidated balance sheet. |
Revenue | Revenue The Company follows a five-step model to assess each sale to a customer; identify the legally binding contract, identify the performance obligations, determine the transaction price, allocate the transaction price, and determine whether revenue will be recognized at a point in time or over time. Revenue is recognized upon transfer of control of promised products or services (i.e., performance obligations) to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. |
Advertising and Marketing Expenses | Advertising and Marketing Expenses The Company incurred $ 459,976 The Affiliate Marketing Services – United States and the Affiliate Marketing Services – International operating segments generate revenue by earning commissions from sportsbooks and casino operators when a new depositor is directed to them by our affiliate marketing websites. In addition, this segment provides sports betting data (e.g., betting lines) to sports media publishers in exchange for a fixed fee. The Sports Gaming Client Services operating segments’ performance obligations are satisfied over time (software licenses). Software license revenue is recognized when the customer has access to the license and the right to use and benefit from the license. Other items relating to charges collected from customers include reimbursable expenses. Charges collected from customers as part of the Company’s sales transactions are included in revenues and the associated costs are included in cost of revenues. The Company’s SportsHub operating segment collects fees from customers for daily and season-long online fantasy sports games in advance and recognizes the related fees over the term of the online fantasy game. It also collects various forms of fee revenue from customers using its wallet system platform. Its performance obligation is to provide these customers with an online platform to collect entry fees, provide transparency into league transactions, encourage timely payment of entry fees, safeguard funds during the season and facilitate end-of-season prize payouts. Fee revenue related to payment transactions is deferred until the end of the specific season. Other types of fee revenue are recognized on a transactional basis when users complete transactions or when a customer’s account becomes inactive under the terms of the user agreement. SportsHub also provides sports simulation software that customers pay a fee to access over a period of time. SportsHub provides and maintains the software throughout the duration of the season, which constitutes a single performance obligation and revenue is recognized over the term of the service. SportsHub also collects subscription fees from users of its Fantasy National Golf Club. Its performance obligation under these contracts is to provide subscribers with access to SportsHub’s intellectual property. Revenue is initially deferred and recognized ratably over the subscription period. Any discounts, promotional incentives or waived entry fees are treated as a reduction in revenue. Any promotions where funds are issued to a user’s wallet account are recognized as marketing expenses, included in selling, general, and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the requisite service period. The Company estimates the fair value of each stock-based award on the measurement date using the Black-Scholes option valuation model which incorporates assumptions as to stock price volatility, the expected life of the options, risk-free interest rate, and dividend yield. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes, under which deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities, net operating losses, and tax credit carryforwards. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognized when it is more likely than not that the tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. The standard also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing net loss available to ordinary shareholders, adjusted for preferred stock discount accretion and dividends accrued on preferred stock, by the weighted-average number of ordinary shares outstanding during the period excluding the effects of any potentially dilutive securities. Diluted net loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding if potential ordinary shares (also known as common) had been issued if such additional ordinary shares were dilutive. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential ordinary shares have been excluded, as their effect would be anti-dilutive. At December 31, 2022, dividend accrued in Preferred Series A-1 stock of 6,630 shares, total issuable shares of Series B preferred stock of 12,481 , total stock options of 288,912 and warrants of 400,359 were not included in the net loss per share calculation. |
Fair Value Measurements | Fair Value Measurements The Company has determined the fair value of certain assets and liabilities in accordance with generally accepted accounting principles, which provides a framework for measuring fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques should maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy has been established, which prioritizes the valuation inputs into three broad levels. Level 1 inputs consist of quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the related asset or liability. Level 3 inputs are unobservable inputs related to the asset or liability. |
Estimates | Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our most critical estimates include those related to purchase accounting, intangibles and long-lived assets, goodwill and impairment, stock based compensation, discontinued operations and revenue recognition. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. |
Contingencies | Contingencies From time to time, we may become involved in lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot assure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition and results of operations. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASC 326, Financial Instruments – Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments (“ASC 326”), which replaces the existing incurred loss model with a current expected credit loss (“CECL”) model that requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company would be required to use a forward looking CECL model for accounts receivables, guarantees, and other financial instruments. The Company will adopt ASC 326 on January 1, 2023 and does not expect ASC 326 to have a material impact on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies the guidance in Accounting Standards Codification Topic 820, Fair Value Measurement (“Topic 820”), when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2022-03, it does not expect ASU 2022-03 to have a material effect on the Company’s consolidated financial condition, results of operations or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Restricted Cash | The following represents the cash and restricted cash on hand at December 31, 2022 by banking institution and does not include any reduction for the FDIC insured limit of $ 250,000 Schedule of Cash and Restricted Cash Bank December 31, 2022 Platinum Bank $ 46,023,871 Bank Vista 2,744,359 Silicon Valley Bank 503,103 Other 1,186,153 Total cash and restricted cash $ 50,457,486 |
Schedule of Accounts Payable and Accrued Expenses | The composition of accounts payable and accrued expenses are as follows: Schedule of Accounts Payable and Accrued Expenses December 31, 2022 December 31, 2021 Accounts payable $ 851,031 $ 813,621 Accrued wages and payroll expenses 338,166 181,360 Accrued bonus 358,836 117,370 Accrued interest 32,017 - Other accrued expenses 545,657 291,671 Accounts payable and accrued expenses $ 2,125,707 $ 1,404,022 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Schedule of Purchase Consideration | Schedule of Purchase Consideration MTS issued and outstanding ordinary shares immediately prior to Merger 316,295 MTS share price on July 26, 2021 $ 68.00 MTS ordinary shares fair value 21,508,067 MTS warrants and options fair value $ 601,965 Purchase consideration for accounting acquiree $ 22,110,032 | |
Schedule of Assumptions | Schedule of Assumptions MTS Warrants - $2.642 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 26.40 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 44.91 Warrants 5,833 Fair value $ 261,965 MTS Warrants - $0 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 68.00 Warrants 2,500 Fair value $ 170,000 MTS Options - $0 strike price Fair value of ordinary shares $ 68.00 Exercise price $ 0.00 Expected volatility 54.7 % Expected dividends 0.0 % Expected term (in years) 3.0 Risk-free rate 0.38 % Fair value per warrant $ 68.00 Warrants 2,500 Fair value $ 170,000 | |
Schedule of Fair Value Assumption Asset | Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 414,000 4 Developed technology 69,000 3 Total fair value of assumption asset $ 483,000 | |
Schedule of Business Acquisition Pro Forma Information | The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of MTS, FourCubed and SportsHub: Schedule of Business Acquisition Pro Forma Information 2022 2021 Revenues $ 12,108,434 $ 19,695,782 Loss from continuing operations (28,420,775 ) (90,132,215 ) Less: dividends accrued on series B preferred stock — (782,887 ) Net loss from continuing operations available to ordinary shareholders (28,420,775 ) (90,915,102 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (49,000 ) Net loss available to ordinary shareholders (28,350,751 ) (90,964,102 ) Basic and diluted: Net loss from continuing operations per share $ (11.40 ) $ (63.60 ) Net loss from discontinued operations per share — — Net loss per share $ (11.40 ) $ (63.60 ) | |
Four Cubed Acquisition LLC Company [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The fair value of the assets acquired and liabilities assumed as of December 31, 2021 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 311,523 Accounts receivable 424,593 Prepaid expenses and other current assets 9,468 Intangible assets 4,928,000 Total assets $ 5,673,584 Liabilities: Accrued expenses $ 311,026 Total liabilities 311,026 Net assets acquired, excluding goodwill $ 5,362,558 Goodwill 3,130,167 Purchase consideration for accounting acquiree $ 8,492,725 The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 4,144,000 10 Developed technology 784,000 1 Total fair value of assumption asset $ 4,928,000 | |
MTS Assets And Liabilities [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The fair value of the assets acquired and liabilities assumed as of July 26, 2021 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash 916,000 Restricted cash 1,016,000 Accounts receivable 356,000 Prepaid expenses and other current assets 322,000 Equipment 25,000 Other long-term assets 261,000 Intangible assets 483,000 Total Assets $ 3,379,000 Liabilities: Accrued expenses 2,129,000 Deferred revenue 914,000 Other current liabilities 495,000 Other long-term liabilities 312,000 Total liabilities $ 3,850,000 Net assets acquired, excluding goodwill $ (471,000 ) Goodwill 22,581,032 Purchase consideration for accounting acquiree $ 22,110,032 | |
Four Cubed Acquisition LLC Company [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of Purchase Consideration | Schedule of Purchase Consideration Ordinary shares issued to seller 60,611 Ordinary share price on December 31, 2021 $ 26.50 Consideration in ordinary shares 1,606,202 Cash paid to Seller 6,195,000 Due to Seller 691,523 Purchase consideration $ 8,492,725 | |
Schedule of Fair Value Assumption Asset | Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 4,144,000 10 Developed technology 784,000 1 Total fair value of assumption asset $ 4,928,000 | |
Sports Hub Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Schedule of Purchase Consideration | Schedule of Purchase Consideration Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 | Schedule of Purchase Consideration Description Amount Fair Value of Equity Consideration $ 1,370,287 Fair Value of Seller Platinum Line of Credit and Loan 5,387,850 Total Purchase Price $ 6,758,137 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 | The fair value of the assets acquired and liabilities assumed as of December 22, 2022 were as follows: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Assets: Cash $ 38,255,266 Restricted cash 10,604,004 Accounts receivable 186,712 Prepaid expenses and other current assets 1,916,932 Equipment 11,953 Other long-term assets 95,793 Intangible assets 2,390,000 Total Assets $ 53,460,660 Liabilities: Accrued expenses $ 284,345 Deferred tax liabilities 48,775 Deferred revenue 3,574,285 Other current liabilities 47,657,117 Other long-term liabilities 106,705 Total liabilities $ 51,671,227 Net assets acquired, excluding goodwill $ 1,789,433 Goodwill 4,968,703 Purchase consideration for accounting acquiree $ 6,758,137 |
Schedule of Fair Value Assumption Asset | The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 | The fair value, as determined by assumptions that market participants would use in pricing the assets, and weighted average useful life of the identifiable intangible assets are as follows: Schedule of Fair Value Assumption Asset Weighted Average Fair Value Useful Life (Years) Customer relationships $ 1,550,000 5 Trade names 640,000 6 Acquired technology 200,000 5 $ 2,390,000 |
Schedule of Business Acquisition Pro Forma Information | The pro forma financial information excludes adjustments for estimated cost synergies or other effects of the integration of SportsHub: Schedule of Business Acquisition Pro Forma Information June 30, 2022 Revenues $ 5,699,941 Loss from continuing operations (11,617,505 ) Less: dividends accrued on series B preferred stock (5,841 ) Net loss from continuing operations available to ordinary shareholders (11,623,346 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (1,255,654 ) Net loss available to ordinary shareholders (12,879,000 ) Basic and diluted: Net loss from continuing operations per share $ (4.92 ) Net loss from discontinued operations per share (0.53 ) Net loss per share $ (5.45 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of weighted average remaining lease term and weighted-average discount rate | Schedule of weighted average remaining lease term and weighted-average discount rate Schedule of weighted average remaining lease term and weighted-average discount rate 2022 2021 Weighted-average remaining lease term Operating leases 30 60 Weighted-average discount rate Operating leases 5.67 % 6.00 % |
Schedule of future minimum lease payment | Schedule of future minimum lease payment Schedule of future minimum lease payment Year Ending December 31, Operating leases 2023 $ 31,070 2024 72,720 2025 67,736 2026 94,675 Total lease payments $ 266,201 Less: interest 25,094 Present value of lease liability $ 241,107 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Schedule of Intangible assets Schedule of Intangible Assets Weighted- average amortization period Accumulated (years) Cost Amortization Net Balance, December 31, 2022 Customer relationships 5 10 $ 2,643,000 $ 280,636 $ 2,362,364 Acquired technology 3 5 1,437,050 1,201,739 235,311 Internally developed software 5 749,147 288,530 460,617 Trade names 6 640,000 3,405 636,595 Software in development N/A 33,046 — 33,046 $ 5,502,243 $ 1,774,310 $ 3,727,933 Balance, December 31, 2021 Customer relationships 9 $ 4,304,000 $ 131,429 $ 4,172,571 Acquired technology 3 1,214,000 360,357 853,643 Internally developed software 5 654,022 142,050 511,972 Software in development N/A 13,354 — 13,354 $ 6,185,376 $ 633,936 $ 5,551,440 |
Schedule of Future Amortization Expenses of Intangible Assets | Schedule of Future Amortization Expenses of Intangible Assets Amount 2023 $ 724,564 2024 704,922 2025 673,281 2026 596,306 2027 526,949 Thereafter 465,665 Total $ 3,691,686 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Goodwill | Goodwill as of June 30, 2023 and December 31, 2022 consisted of the following: Schedule of Goodwill Sports Gaming Client Services Sports Hub Gaming Affiliate Marketing Services - International Total Balance as of December 31, 2022 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 Goodwill - - - - Less: Impairment charges - - - - Balance as of June 30, 2023 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 | Changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows: Schedule of goodwill Schedule of Goodwill SportsHub Sports Affiliate Total Balance as of December 31, 2021 $ — $ 381,000 $ 3,130,167 $ 3,511,167 Goodwill 4,919,928 — — 4,919,928 Less: Impairment charges — — (1,515,000 ) (1,515,000 ) Balance as of December 31, 2022 $ 4,919,928 $ 381,000 $ 1,615,167 $ 6,916,095 Cumulative goodwill impairment charges $ — $ — $ 1,515,000 $ 1,515,000 |
Debt (Tables)
Debt (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Outstanding Amount of Debt | The outstanding amount of debt as of June 30, 2023, matures by year as follows: Schedule of Outstanding Amount of Debt Year Amount For the remaining six months ended December 31, 2023 515,152 2024 1,066,714 2025 1,120,272 2026 700,256 2027 62,304 Total 3,464,698 | The outstanding amount of debt as of December 31, 2022 matures by year as follows: Schedule of Outstanding amount Of debt Year Amount 2023 $ 1,018,918 2024 1,066,808 2025 1,119,689 2026 700,256 2027 62,304 Total $ 3,967,975 |
Schedule of Debt | A summary of the debt agreements is noted below: Schedule of Debt June 30, 2023 Note Payable – Bank, $ 2,000,000 $ 1,071,007 Note Payable – Bank, $ 3,250,000 2,393,691 Total 3,464,698 Less unamortized debt issuance costs 13,527 Less current portion 1,042,436 Long-term debt $ 2,408,735 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of Warrant Outstanding | Schedule of warrant outstanding Schedule of Warrant Outstanding Warrant - advisory services Warrants - MTS Prefunded warrants Regular warrants Outstanding Vested Outstanding Vested Outstanding Vested Outstanding Vested Beginning balance, December 31, 2021 — — 8,333 8,333 125,359 125,359 266,667 — Issued and vested — — — — — — — — Acquired — — — — — — — — Converted to ordinary shares — — — — — — — — Ending balance, December 31, 2022 — — 8,333 8,333 125,359 125,359 266,667 — Beginning balance, December 31, 2020 — — — — — — — — Issued and vested 1 1 — — 125,359 125,359 266,667 — Acquired — — 8,333 8,333 — — — — Converted to ordinary shares (1 ) (1 ) — — — — — — Ending balance, December 31, 2021 — — 8,333 8,333 125,359 125,359 266,667 — | |
Schedule of Warrant Activity | Following is a summary of the Company’s warrant activity for the six-month period ended June 30, 2023: Schedule of Warrant Activity Number of Weighted Weighted Outstanding as of December 31, 2022 455,713 $ 0.39 2.98 Previously issued regular warrants (266,667 ) (8.93 ) 0.48 Revalued regular warrants 266,667 0.12 0.48 Issued and vested 880,000 2.68 3.05 Outstanding as of June 30, 2023 1,335,713 $ 2.84 3.90 | |
Warrant Advisory Services [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of Warrant Assumptions | Schedule of Warrant Assumptions Fair value of ordinary shares on grant date $ 23.60 Exercise price $ 0.10 Expected volatility 58.2 % Expected dividends 0.0 % Expected term (in years) 5.00 Risk-free rate 0.42 % | |
Prefunded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of Warrant Assumptions | Schedule of assumptions Schedule of Warrant Assumptions Prefunded Warrants Fair value of ordinary shares $ 32.50 Exercise price $ 0.01 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % Schedule of assumptions Schedule of Warrant Assumptions Regular Warrants Fair value of ordinary shares $ 32.50 Exercise price $ 4.50 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % | |
Regular Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Schedule of Warrant Assumptions | Schedule of assumptions Schedule of Warrant Assumptions Regular Warrants Fair value of ordinary shares $ 32.50 Exercise price $ 4.50 Expected volatility 50.5 % Expected dividends 0.0 % Expected term (in years) 4.00 Risk-free rate 1.03 % |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of Inputs and Assumptions of Valuation Model | Schedule of inputs and assumptions of valuation model Schedule of Inputs and Assumptions of Valuation Model Probability of a Going Public Transaction 50.0 % Volatility 58.5 % Stock price of public company at the time of measurement $ 6.30 Date of a Going Public Transaction April 30, 2021 Pro-forma common shares outstanding at Going Public Transaction date 5,207,700 | |
Schedule of Commitment Fee | Schedule of commitment fee Schedule of Commitment Fee Beginning balance, December 31, 2020 $ 577,000 Commitment fee expense 23,301,206 Issuance of Series A-1 and B preferred stock in exchange for commitment fee (23,878,206 ) Ending balance, December 31, 2021 $ — | |
Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value | The following table sets forth the Company’s consolidated financial assets and liabilities measured at fair value by level within the fair value hierarchy at June 30, 2023: Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value Convertible Debenture Purchase Warrant Level I $ - $ - Level II $ - $ - Level III $ 3,830,778 $ 1,174,229 Total $ 3,830,778 $ 1,174,229 | |
Significant Unobservable Inputs (level 3) and Related Expenses and Losses | Significant Unobservable Inputs (level 3) and Related Expenses and Losses Fair Value, December 31, 2022 $ - Issuance of convertible debenture 2,825,771 Accretion for discount for warrants 146,778 Accretion for discount for OID 50,000 Interest expense 130,192 Change in fair value 678,037 Fair Value, June 30, 2023 $ 3,830,778 | |
Schedule of CCC Spreads | Schedule of CCC Spreads Issuance February 14, 2023 4.13 % Fair Value June 30, 2023 2.21 % |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions | The fair value of each stock option grant is estimated on the date of grant using the Black Scholes option pricing model with the following assumptions: Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions June 30, 2023 Expected volatility 53.6 54.6 % Expected dividends 0.0 % Expected term (years) 5.6 5.9 Risk-free rate 3.4 4.1 % Fair value of ordinary shares on grant date $ 1.70 3.44 | Schedule of estimates the volatility Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions 2022 2021 Expected volatility 51.1 53.7 % 51.0 51.8 % Expected dividends 0.0 % 0.0 % Expected term (years) 5.5 6.0 5.5 6.0 Risk-free rate 1.44 4.24 % 0.79 1.24 % Fair value of Ordinary Shares on grant date $ 3.10 - $ 13.30 $ 10.50 - $ 32.90 |
Schedule of Stock Option Activity | The summary of activity under the plans as of June 30, 2023, and change during the six months ended June 30, 2023 is as follows: Schedule of Stock Option Activity Weighted Weighted average average remaining Aggregate Options Shares exercise price contractual term intrinsic value Outstanding as of December 31, 2022 288,912 1.14 7,750 Granted 169,309 5.23 Exercised — — Forfeited (7,111 ) 5.70 Expired (889 ) 5.70 Outstanding as of June 30, 2023 450,221 4.97 9.1 7,450 Exercisable as of June 30, 2023 174,650 7.17 8.6 7,450 | The summary of activity under the plans as of December 31, 2022, and change during the year ended December 31, 2022 is as follows: Schedule of Stock Option Activity Options Shares Weighted average exercise price Weighted average grant date fair value Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2021 1 178,356 $ 49.60 $ - - $ 830,250 Granted 2 249,650 $ 10.00 $ 0.52 - $ - Exercised - $ - $ - - $ - Forfeited (100,780 ) $ 54.60 $ 2.56 - $ - Expired (38,314 ) $ 63.70 $ - - $ - Outstanding as of December 31, 2022 288,912 $ 11.40 $ - 9.3 $ 7,750 Exercisable as of December 31, 2022 86,672 $ 14.60 $ - 8.7 $ 7,750 1 Equity structure was adjusted for all periods presented using the exchange ratio, 13.352 The summary of activity under the plans as of December 31, 2021, and change during the year ended December 31, 2021 is as follows: Options Shares Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding as of December 31, 2020 48,066 $ 9.40 - $ Granted 133,700 $ 62.10 - $ - Exercised (2,592 ) $ 9.40 - $ - Forfeited (818 ) $ 20.40 - $ - Outstanding as of December 31, 2021 178,356 $ 49.60 9.4 $ 830,250 Exercisable as of December 31, 2021 65,829 $ 37.80 9.3 $ 571,099 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Schedule of Revenue Recognition | The Company combines its revenue into the following categories: Schedule of Revenue Recognition For the three months ended June 30, 2023 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 86,933 $ - $ 698,529 $ - $ 785,462 Fee revenue - - - 1,128,370 1,128,370 Services and other 218,638 1,124,887 - - 1,343,525 Total $ 305,571 $ 1,124,887 $ 698,529 $ 1,128,370 $ 3,257,357 For the three months ended June 30, 2022 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 108,509 $ - $ 802,534 $ - $ 911,043 Fee revenue - - - - - Services and other - 840,212 - - 840,212 Total $ 108,509 $ 840,212 $ 802,534 $ - $ 1,751,255 For the six months ended June 30, 2023 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 142,224 $ - $ 1,763,544 $ - $ 1,905,768 Fee revenue - - - 2,165,693 2,165,693 Services and other 443,123 2,133,164 - - 2,576,287 Total $ 585,347 $ 2,133,164 $ 1,763,544 $ 2,165,693 $ 6,647,748 For the six months ended June 30, 2022 Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 170,031 $ - $ 1,713,597 $ - $ 1,883,628 Fee revenue - - - - - Services and other - 1,763,962 - - 1,763,962 Total $ 170,031 $ 1,763,962 $ 1,713,597 $ - $ 3,647,590 | During the year ended December 31, 2022, the Company combined its revenue into the following categories: Schedule of Revenue Recognition Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 353,200 $ - $ 2,493,685 $ - $ 2,493,685 Fee revenue - - - 951,196 951,196 Services and other 62,250 3,427,698 - - 3,843,148 Total $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ 7,288,029 During the twelve months ended December 31, 2021, the Company combined its revenue into the following categories: Affiliate Marketing Services - U.S. Affiliate Marketing Services -International Sports Gaming Client Services SportsHub Gaming Network Total Software-as-a-service $ 211,528 $ - $ 2,424,229 $ - $ 2,635,737 Services and other - - - - - Total $ 211,528 $ - $ 2,424,229 $ - $ 2,635,757 |
Schedule of Revenue Recognized Point in Time and Over Time | Schedule of Revenue Recognized Point in Time and Over Time Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 218,638 $ 1,124,887 $ - $ 239,488 $ 1,583,013 Over time 86,933 - 698,529 888,882 1,674,344 Total $ 305,571 $ 1,124,887 $ 698,529 $ 1,128,370 $ 3,257,357 For the three months ended June 30, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ - $ 840,212 $ - $ - $ 840,212 Over time 108,509 - 802,534 - $ 911,043 Total $ 108,509 $ 840,212 $ 802,534 $ - $ 1,751,255 For the six months ended June 30, 2023: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 443,123 $ 2,133,164 $ - $ 671,026 $ 3,247,313 Over time 142,224 - 1,763,544 1,494,667 3,400,435 Total $ 585,347 $ 2,133,164 $ 1,763,544 $ 2,165,693 $ 6,647,748 For the six months ended June 30, 2022: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ - $ 1,763,961 $ - $ - $ 1,763,961 Over time 170,032 - 1,713,597 - $ 1,883,629 Total $ 170,032 $ 1,763,961 $ 1,713,597 $ - $ 3,647,590 | For the year ended December 31, 2022: Schedule of Revenue Recognized point in Time and over Time Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Point in time $ 62,250 $ 3,427,698 $ - $ 808,418 $ 4,298,366 Over time 353,200 - 2,493,685 142,778 2,989,663 Total $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ 7,288,029 For the year ended December 31, 2021: Affiliate Marketing Services - U.S. Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Total Over time 211,528 - 2,424,229 - $ 2,635,757 Total $ 211,528 $ - $ 2,424,229 $ - $ 2,635,757 |
Schedule of Contract Assets | The activity in the contract assets for the six months ended June 30, 2023 is as follows: Schedule of Contract Assets Amount Balance as of December 31, 2022 $ 219,116 Labor costs expensed (493,871 ) Labor costs deferred 343,357 Balance as of June 30, 2023 $ 68,602 | The activity in the contract assets for the years ending December 31, 2022 and 2021 are as follows: Schedule of Contract Assets Amount Balance as of December 31, 2021 $ 147,913 Labor costs expensed (483,524 ) Labor costs deferred 554,727 Balance as of December 31, 2022 $ 219,116 |
Schedule of Contract Assets and Liabilities | The Company’s assets and liabilities related to its contracts with customers were as follows: Schedule of Contract Assets and Liabilities June 30, 2023 December 31, 2022 Accounts receivable $ 1,360,528 $ 776,530 Unbilled revenue 195,234 47,000 Contract assets 68,602 219,116 Contract liabilities (5,633,004 ) (2,166,451 ) | The Company’s assets and liabilities related to its contracts with customers were as follows: Schedule of Contract Assets and Liabilities Schedule of contract assets and liabilities 2022 2021 Accounts receivable $ 776,530 $ 793,795 Unbilled revenue (reported in accounts receivable) 47,000 162,760 Contract assets 219,116 147,913 Contract liabilities (2,166,451 ) (308,058 ) |
Schedule of Contract Liabilities | The activity in the contract liabilities for the six months ended June 30, 2023 is as follows: Schedule of Contract Liabilities Amount Balance as of December 31, 2022 $ (2,166,451 ) Revenue recognized or reclassified 5,098,540 Deferred revenue (8,565,093 ) Balance as of June 30, 2023 $ (5,633,004 ) | The activity in the contract liabilities for the years ending December 31, 2022 and 2021 are as follows: Schedule of Contract Liabilities Amount Balance as of December 31, 2021 $ (308,058 ) SportsHub acquired balance (3,574,285 ) Revenue recognized or reclassified 2,846,755 Deferred revenue (1,130,863 ) Balance as of December 31, 2022 $ (2,166,451 ) |
Operating Segments (Tables)
Operating Segments (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Schedule of Companies Reportable Segments | Schedule of Companies Reportable Segments Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 305,571 $ 1,124,887 $ 698,529 $ 1,128,370 $ - $ 3,257,357 Cost of revenues 192,275 791,869 929,732 378,169 - 2,292,045 Loss from operations (2,072,433 ) (108,458 ) (301,345 ) (300,961 ) - (2,783,197 ) Loss from discontinued operations - - - - (149,000 ) (149,000 ) Net income (loss) $ (2,715,488 ) $ (135,848 ) $ (301,345 ) $ (139,477 ) $ (149,000 ) $ (3,441,158 ) For the three months ended June 30, 2022: Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 108,509 $ 840,212 $ 802,534 $ - $ - $ 1,751,255 Cost of revenues 23,374 514,153 1,123,714 - - 1,661,241 Income (loss) from operations (3,149,607 ) (104,459 ) (385,666 ) - - (3,639,732 ) Loss from discontinued operations - - - - (1,147,654 ) (1,147,654 ) Net income (loss) $ (3,139,119 ) $ (138,493 ) $ (385,666 ) $ - $ (1,147,645 ) $ (4,810,932 ) For the six months ended June 30, 2023: Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 585,347 $ 2,133,164 $ 1,763,544 $ 2,165,693 $ - $ 6,647,748 Cost of revenues 407,731 1,459,775 1,696,610 774,679 - 4,338,795 Loss from operations (4,093,441 ) (197,858 ) (91,834 ) (727,840 ) - (5,110,973 ) Loss from discontinued operations - - - - (294,000 ) (294,000 ) Net income (loss) $ (5,209,944 ) $ (253,728 ) $ (91,834 ) $ (415,398 ) $ (294,000 ) $ (6,264,904 ) For the six months ended June 30, 2022: Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 170,031 $ 1,763,962 $ 1,713,597 $ - $ - $ 3,647,590 Cost of revenues 45,287 1,043,565 1,841,291 - - 2,930,143 Income (loss) from operations (5,372,255 ) (4,907,160 ) (288,776 ) - - (10,568,191 ) Loss from discontinued operations - - - - (1,255,654 ) (1,255,654 ) Net income (loss) $ (5,349,453 ) $ (4,961,578 ) $ (288,776 ) $ - $ (1,255,654 ) $ (11,855,461 ) | Summarized financial information for the Company’s reportable segments as of and for the years ended December 31, 2022 and 2021 is shown below: Schedule of Summarized Financial Information for the Company’s Reportable Segments 2022 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ - $ 7,288,029 Cost of revenues 141,736 2,127,555 3,119,178 765,965 - 6,154,434 Income (loss) from operations (9,471,593 ) (5,026,352 ) (1,027,484 ) 48,912 - (15,476,517 ) Income from discontinued operations - - - - 70,024 70,024 Net income (loss) $ (9,183,309 ) $ (5,135,517 ) $ (1,027,484 ) $ 42,908 $ 70,024 $ (15,303,402 ) 2021 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total Revenue $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 Cost of revenues 64,070 - 2,871,049 - - 2,935,119 Income (loss) from operations (32,773,402 ) - (696,428 ) - - (33,469,830 ) Loss from discontinued operations - - - - (22,174,305 ) (22,174,305 ) Net income (loss) $ (32,774,152 ) $ - $ (696,427 ) $ - $ (22,174,305 ) $ (55,644,135 ) |
Schedule of Revenues by Country | Summarized revenues by country in which the Company operated for the three and six months ended June 30, 2023 and 2022 are shown below: Schedule of Revenues by Country Three Months Ended June 30, 2023 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total United States $ 305,571 $ - $ 698,529 $ 1,128,370 $ - $ 2,132,470 Rest of World - 1,124,887 - - - 1,124,887 Revenues $ 305,571 $ 1,124,887 $ 698,529 $ 1,128,370 $ - $ 3,257,357 Three Months Ended June 30, 2022 United States $ 108,509 $ - $ 802,534 $ - $ - $ 911,043 Rest of World - 840,212 - - - 840,212 Revenues $ 108,509 $ 840,212 $ 802,534 $ - $ - $ 1,751,255 Six Months Ended June 30, 2023 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total United States $ 585,347 $ - $ 1,763,544 $ 2,165,693 $ - $ 4,514,584 Rest of World - 2,133,164 - - - 2,133,164 Revenues $ 585,347 $ 2,133,164 $ 1,763,544 $ 2,165,693 $ - $ 6,647,748 Six Months Ended June 30, 2022 United States $ 170,031 $ - $ 1,713,597 $ - $ - $ 1,883,628 Rest of World - 1,763,962 - - - 1,763,962 Revenues $ 170,031 $ 1,763,962 $ 1,713,597 $ - $ - $ 3,647,590 | Summarized revenues by country in which the Company operated for the years ended December 31, 2022 and 2021 is shown below: Schedule of Revenue by Country December 31, 2022 Affiliate Marketing Services - United States Affiliate Marketing Services - International Sports Gaming Client Services SportsHub Gaming Network Enterprise TEM Total United States $ 415,450 $ - $ 2,493,685 $ 951,196 $ - $ 3,860,331 Rest of World - 3,427,698 - - - 3,427,698 Revenues $ 415,450 $ 3,427,698 $ 2,493,685 $ 951,196 $ - $ 7,288,029 December 31, 2021 United States $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 Rest of World - - - - - - Revenues $ 211,528 $ - $ 2,424,229 $ - $ - $ 2,635,757 |
Schedule of Percentage of Consolidated Revenues Derived from Large Customers | The Company’s Sports Gaming Client Services and Affiliate Marketing Services – International segments derive a significant portion of their revenues from several large customers. The table below presents the percentage of consolidated revenues derived from large customers: Schedule of Percentage of Consolidated Revenues Derived from Large Customers June 30, 2023 June 30, 2022 Customer A 15 % 2 % Customer B 13 % 41 % Customer C 10 % 21 % Percentage of consolidated revenues 10 % 21 % | The Company’s Affiliate Marketing Services International and Sports Gaming Client Services segment derives a significant portion of its revenues from several large customers. The table below presents the percentage of consolidated revenues derived from the two segments: Schedule of Percentage of Consolidated Revenues Derived From Large Customers Schedule of consolidated revenues 2022 2021 Customer A 35 % 15 % Customer B 10 % 10 % Customer C * - % 10 % Customer D * - % 14 % * Revenue from customer was less than 10% for the years ended December 31, 2022 and 2021. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities from continuing operations as of December 31, 2022 and 2021 consist of the following: Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred tax assets and liabilities 2022 2021 Deferred tax assets Net operating losses $ 4,891,195 $ 8,927,213 Research and development tax credit 95,597 30,429 Nonqualified stock options 100,373 334,519 Equipment 8,885 1,256 Goodwill 285,511 14,088 Bad debts — 120,608 Intangible Assets 713,206 — Accrued expenses and other 117,511 425,327 Business interest expense — — Gross deferred tax assets 6,212,278 9,853,440 Valuation allowance (6,218,484 ) (9,728,975 ) Net deferred tax assets $ (6,206 ) $ 124,465 Deferred tax liabilities Intangible assets — (130,046 ) Goodwill — — Deferred tax liabilities — (130,046 ) Net deferred tax liability $ (6,206 ) $ (5,558 ) |
Schedule of Income Tax Expenses Benefits | The provision for (benefit from) income taxes charged to income for the years ended December 31, 2022 and 2021 consist of the following: Schedule of Income Tax Expenses Benefits Schedule of income tax expenses benefits 2022 2021 US current tax expense $ 10,718 $ 2,999 Foreign current tax expense — — US deferred tax expense (benefit) 648 1,172 Provision for income tax expenses (benefit) $ 11,366 $ 4,171 |
Schedule of Effective Tax Rate | A reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows: Schedule of Effective Tax Rate Schedule of Effective tax rate 2022 2021 Income tax benefit at federal statutory rate $ (3,288,865 ) 21.0 % $ (11,678,252 ) 21.0 % State and local income taxes net of federal tax benefit (83,610 ) 0.5 % (267,103 ) 0.5 % Rate differentials — 0.0 % (4,020 ) 0.0 % Meals and entertainment, non-deductible expenses and tax-exempt income (44,073 ) -0.1 % 72,503 -0.1 % Incentive stock option expense 61,851 -0.1 % 59,055 -0.1 % Nondeductible goodwill impairment 167,130 -8.2 % 4,551,259 -8.2 % Nondeductible commitment fee — -8.8 % 4,893,253 -8.8 % PPP loan forgiveness income — 0.0 % — 0.0 % NQO Cancellations 680,002 0.0 % — 0.0 % Financial Statement True Up (5,919 ) 0.0 % — 0.0 % Change in provision for uncertain tax positions — 0.0 % 1,177 0.0 % Change in valuation allowance 2,524,850 -4.3 % 2,376,299 -4.3 % Provision for income tax expenses (benefit) $ 11,366 0.0 % $ 4,171 0.0 % |
Schedule of Accrued Uncertain Tax Positions | The following presents the change in accrued uncertain tax positions: Schedule of Accrued Uncertain Tax Positions Schedule of accrued uncertain tax positions Beginning balance, December 31, 2021 $ 131,100 Uncertain tax position additions 0 Removal for amount related to discontinued operations (131,100 ) Ending balance, December 31, 2022 $ 0 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Summary Reconciliation of Discontinued Operations | A reconciliation of the major classes of line items constituting the loss from discontinued operations, net of income taxes as presented in the consolidated statements of operations for the twelve months ended December 31, 2022 and 2021 is summarized in the table below. Summary Reconciliation of Discontinued Operations 2022 2021 Revenues $ 3,734,000 $ 1,515,848 Cost of Revenues 1,900,000 933,986 Gross Profit 1,834,000 581,862 Operating Expenses Selling, general, and administrative expenses 1,515,000 1,032,042 Goodwill and intangible asset impairment expenses 1,224,000 21,722,213 Total operating expenses 2,739,000 22,754,255 Operating Loss from Discontinued Operations (905,000 ) (22,172,393 ) Other Income and Expense Interest income 6,000 - Gain on disposal of subsidiary 997,000 - Total other income and expense 1,003,000 - Net Income Before Income Taxes from discontinued operations 98,000 (22,172,393 ) Provision for income tax expenses for discontinued operations 27,976 1,912 Net Income (Loss) $ 70,024 $ (22,174,305 ) | |
Schedule of Major Classes of Assets and Liabilities | The following table presents a reconciliation of the carrying amounts of major classes of assets and liabilities of the Company classified as discontinued operations as of June 30, 2023 (unaudited) and December 31, 2022: Schedule of Major Classes of Assets and Liabilities June 30, 2023 (Unaudited) December 31, 2022 Carrying amounts of major classes of assets included as part of discontinued operations: Current Assets Cash $ 301,000 $ 648,000 Accounts receivable, net of allowance 69,000 191,000 Prepaid expenses and other current assets 164,000 187,000 Equipment, net 3,000 5,000 Other Assets - 279,000 Total current assets $ 537,000 $ 1,310,000 June 30, 2023 (Unaudited) December 31, 2022 Carrying amounts of major classes of liability included as part of discontinued operations: Current Liabilities Accrued expenses $ 82,100 $ 374,879 Contract liabilities 3,000 2,000 Other current liabilities 736,397 838,274 Total current liabilities $ 821,497 $ 1,215,153 | Carrying amounts of major classes of assets included as part of discontinued operations: Schedule of Major Classes of Assets and Liabilities December 31, 2022 December 31, 2021 Current Assets Cash $ 648,000 $ 690,181 Restricted cash - 1,025,029 Accounts receivable, net of allowance 191,000 137,405 Prepaid expenses and other current assets 187,000 248,594 Equipment, net 5,000 Other assets 279,000 Total current assets $ 1,310,000 $ 2,101,209 Non-current assets Equipment, net - $ 16,505 Other assets - 283,632 Intangibles and goodwill - 1,287,921 Total non-current assets $ - $ 1,588,058 Carrying amounts of major classes of liability included as part of discontinued operations December 31, 2022 December 31, 2021 Current liabilities Accrued expenses $ 374,879 $ 1,902,477 Contract liabilities 2,000 896,933 Other current liabilities 838,274 534,323 Total current liabilities $ 1,215,153 $ 3,333,733 Non-current liabilities Other long-term liabilities - 365,977 Total liabilities $ 1,215,213 $ 3,699,710 |
Summary Reconciliation of Discontinued Operations | Summary Reconciliation of Discontinued Operations Summary Reconciliation of Discontinued Operations Three months ended June 30, 2023 Three months ended June 30, 2022 Six months ended June 30, 2023 Six months ended June 30, 2022 Revenues $ - $ 936,830 $ - $ 1,869,830 Cost of Revenues (1,000 ) 509,175 7,000 1,044,175 Gross (Loss) Profit (1,000 ) 427,655 (7,000 ) 825,655 Operating Expenses Selling, general, and administrative expenses 149,000 345,293 278,000 843,293 Goodwill and intangible asset impairment expense - 1,224,671 - 1,224,671 Total operating expenses 149,000 1,569,964 278,000 2,067,964 Operating Loss (148,000 ) (1,142,309 ) (285,000 ) (1,242,309 ) Other Income and Expense - (5,345 ) (7,000 ) (12,345 ) Total other income and expense - (5,345 ) (7,000 ) (12,345 ) Loss Before Income Taxes (148,000 ) (1,147,654 ) (292,000 ) (1,254,654 ) Provision for income tax expenses 1,000 - 2,000 1,000 Loss from discontinued operations $ (149,000 ) $ (1,147,654 ) $ (294,000 ) (1,255,654 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Net loss per share - Basic and diluted | ||
Schedule of Loss Per Share and Weighted-average | The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows: Schedule of Loss Per Share and Weighted-average Three months ended June 30 Six months ended June 30 2023 2022 2023 2022 Net loss from continuing operations $ (3,292,158 ) $ (3,663,278 ) $ (5,970,904 ) $ (10,599,807 ) Less: deemed dividends on Series B preferred stock (48,633 ) - (48,633 ) - Less: dividends on series B preferred stock (699 ) (2,247 ) (1,648 ) (5,841 ) Net loss from continuing operations available to ordinary shareholders (3,341,490 ) (3,665,525 ) (6,021,185 ) (10,605,648 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders (149,000 ) (1,147,654 ) (294,000 ) (1,255,654 ) Net loss available to ordinary shareholders $ (3,490,490 ) $ (4,813,179 ) $ (6,315,185 ) $ (11,861,302 ) Basic and diluted weighted-average shares outstanding 2,813,900 2,361,974 2,813,900 2,361,974 Basic and diluted: Net loss from continuing operations per share $ (1.19 ) $ (1.55 ) $ (2.14 ) $ (4.49 ) Net income (loss) from discontinued operations per share (0.05 ) (0.49 ) (0.10 ) (0.53 ) Net loss per share $ (1.24 ) $ (2.04 ) $ (2.24 ) $ (5.02 ) | The calculation of loss per share and weighted-average shares of the Company’s ordinary shares outstanding for the periods presented are as follows: Schedule of Loss Per Share and Weighted-average December 31, 2022 December 31, 2021 Net loss from continuing operations $ (15,303,402 ) $ (33,469,830 ) Less: discount accretion on series A preferred stock — (373,560 ) Less: dividend accretion on series A preferred stock — (91,192 ) Less: dividends on series B preferred stock (8,862 ) (315,632 ) Net loss from continuing operations available to ordinary shareholders (15,312,264 ) (34,250,214 ) Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders 70,024 (22,174,305 ) Net loss available to ordinary shareholders $ (15,242,240 ) $ (56,424,519 ) Basic and diluted weighted-average shares outstanding 2,488,477 1,430,031 Basic and diluted: Net loss from continuing operations per share $ (6.15 ) $ (23.95 ) Net income (loss) from discontinued operations per share 0.03 (15.51 ) Net loss per share $ (6.12 ) $ (39.46 ) |
Schedule of Computation of Diluted Shares Outstanding | Schedule of computation of diluted shares outstanding Schedule of Computation of Diluted Shares Outstanding 2022 2021 Stock options 288,912 178,357 Series A-1 preferred stock 6,630 5,474 Series B preferred stock 12,481 12,481 Earnout — 58,775 MTS warrants 8,333 8,333 Prefunded warrants 125,359 125,359 Regular warrants 266,667 266,667 Total 708,383 655,446 | |
Schedule of Computation of Diluted Shares Outstanding | Schedule of computation of diluted shares outstanding Schedule of Computation of Diluted Shares Outstanding June 30, 2023 June 30, 2022 Stock options 450,221 175,005 Series A-1 preferred stock 7,130 5,881 Series B preferred stock 12,481 12,481 Advisory 63,687 - Prefunded warrants 125,359 - MTS warrants - 8,333 Purchase warrants 880,000 - Regular warrants 266,667 266,667 Total 1,805,545 468,367 |
Additional Balance Sheet Info_2
Additional Balance Sheet Information (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Intangible Assets | Intangible assets, net of accumulated amortization as of June 30, 2023 and December 31, 2022 consisted of the following: Schedule of Intangible Assets Weighted-average amortization period Cost, Net of Accumulated (years) Impairment Amortization Net Balance, June 30, 2023 Customer relationships 5 10 $ 2,643,000 $ 486,273 $ 2,156,727 Acquired technology 3 5 1,438,700 1,239,766 198,934 Tradenames 6 640,000 56,740 583,260 Internally developed software 5 973,283 371,966 601,317 Software in development N/A 264,626 - 264,626 $ 5,959,609 $ 2,154,745 $ 3,804,864 Balance, December 31, 2022 Customer relationships 5 10 $ 2,643,000 $ 280,636 $ 2,362,364 Acquired technology 3 5 1,437,050 1,201,739 235,311 Tradenames 6 640,000 3,405 636,595 Internally developed software 5 749,147 288,530 460,617 Software in development N/A 33,046 - 33,046 $ 5,502,243 $ 1,774,310 $ 3,727,933 | |
Schedule of Goodwill | Goodwill as of June 30, 2023 and December 31, 2022 consisted of the following: Schedule of Goodwill Sports Gaming Client Services Sports Hub Gaming Affiliate Marketing Services - International Total Balance as of December 31, 2022 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 Goodwill - - - - Less: Impairment charges - - - - Balance as of June 30, 2023 $ 381,000 $ 4,919,928 $ 1,615,167 $ 6,916,095 | Changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 were as follows: Schedule of goodwill Schedule of Goodwill SportsHub Sports Affiliate Total Balance as of December 31, 2021 $ — $ 381,000 $ 3,130,167 $ 3,511,167 Goodwill 4,919,928 — — 4,919,928 Less: Impairment charges — — (1,515,000 ) (1,515,000 ) Balance as of December 31, 2022 $ 4,919,928 $ 381,000 $ 1,615,167 $ 6,916,095 Cumulative goodwill impairment charges $ — $ — $ 1,515,000 $ 1,515,000 |
Convertible Debenture and War_2
Convertible Debenture and Warrant (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Debenture And Warrant | |
Summary of Convertible Debenture Recorded at Fair value | The following provides a summary of the Convertible Debenture recorded at fair value as of June 30, 2023: Summary of Convertible Debenture Recorded at Fair value Principle amount of convertible debenture at issuance: $ 4,400,000 Less: Unamortized discount for warrants 1,027,450 Unamortized discount for OID 350,001 Accrued interest expense (130,192 ) Change in fair value (678,037 ) Balance of convertible debenture as of June 30, 2023: 3,830,778 |
Schedule of Cash and Restricted
Schedule of Cash and Restricted Cash (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
FDIC insured limit | $ 250,000 | |||
Total cash and restricted cash | $ 42,660,188 | 50,457,486 | $ 5,022,037 | $ 6,065,461 |
Platinum Bank [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total cash and restricted cash | 46,023,871 | |||
Bank Vista [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total cash and restricted cash | 2,744,359 | |||
Silicon Valley Bank [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total cash and restricted cash | 503,103 | |||
Other [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total cash and restricted cash | $ 1,186,153 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Accounts payable | $ 851,031 | $ 813,621 | |
Accrued wages and payroll expenses | 338,166 | 181,360 | |
Accrued bonus | 358,836 | 117,370 | |
Accrued interest | 32,017 | ||
Other accrued expenses | 545,657 | 291,671 | |
Accounts payable and accrued expenses | $ 2,365,789 | $ 2,125,707 | $ 1,404,022 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Apr. 23, 2023 ₪ / shares shares | Apr. 22, 2023 ₪ / shares shares | Dec. 22, 2022 $ / shares | |
Property, Plant and Equipment [Line Items] | |||||||||
Ownership interest | 8.75% | 8.25% | |||||||
Share price | (per share) | ₪ 0.60 | ₪ 0.06 | $ 2.90 | ||||||
Common stock, shares outstanding | shares | 2,688,541 | 2,688,541 | 2,688,541 | 2,236,615 | 26,881,244 | ||||
Common stock, shares authorized | shares | 9,290,000 | 9,290,000 | 9,290,000 | 9,290,000 | |||||
FDIC insured limit | $ 250,000 | ||||||||
Allowance for credit loss | $ 0 | $ 0 | 0 | $ 0 | |||||
Investments | $ 200,000 | ||||||||
Investment of company shares | shares | 280,903 | ||||||||
Depreciation | $ 5,387 | $ 6,119 | 15,414 | $ 12,790 | 25,345 | $ 28,891 | |||
Accumulated depreciation | $ 100,733 | 86,989 | |||||||
Finite lived intangible asset, useful life | 5 years | ||||||||
Capitalized cost | $ 137,565 | 201,436 | |||||||
Impairment charge | 1,515,000 | 1,224,671 | |||||||
Goodwill impairment | $ 1,515,000 | 21,722,213 | |||||||
Negative carrying amount of allocated goodwill. | 858,819 | ||||||||
Monthly salary percentage | 8.33% | ||||||||
Other current liabilities from discontinued operations | $ 342,000 | 366,000 | |||||||
Deposits | 279,000 | 284,000 | |||||||
General, and administrative expenses | $ 285,673 | $ 284,625 | |||||||
Warrants shares | shares | 8,333 | ||||||||
Advertising and marketing expenses | $ 459,976 | ||||||||
Total stock options | shares | 288,912 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Warrants shares | shares | 400,359 | ||||||||
Dividend paid in shares | shares | 12,481 | ||||||||
Series A One [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Dividend paid in shares | shares | 6,630 | ||||||||
Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Finite lived intangible asset, useful life | 3 years | ||||||||
Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Finite lived intangible asset, useful life | 10 years | ||||||||
Quintar Inc [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Equity method investment, ownership percentage | 1.12% | ||||||||
M And AA [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Common stock, shares authorized | shares | 9,290,000 | 92,900,000 | |||||||
Subsequent Event [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Share price | ₪ / shares | ₪ 0.60 | ₪ 0.06 | |||||||
Common stock, shares outstanding | shares | 26,881,244 | ||||||||
Subsequent Event [Member] | M And AA [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Common stock, shares authorized | shares | 9,290,000 | 92,900,000 | |||||||
MTS Merger [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Ownership interest | 86% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 14, 2023 | Feb. 13, 2023 | |
Subsequent Event [Line Items] | |||||||||
Net loss from continuing operations | $ 3,292,158 | $ 3,663,278 | $ 5,970,904 | $ 10,599,807 | $ 15,303,402 | $ 33,469,830 | |||
Net cash used in operating activities | 11,991,510 | $ 4,752,823 | 6,510,965 | $ 5,854,995 | |||||
Payments for loans | $ 3,250,000 | ||||||||
Revolving promissory note | 7,000,000 | $ 7,000,000 | |||||||
Debt interest rate | 8% | ||||||||
Debt discount rate | 10% | ||||||||
Principal amount | $ 4,400,000 | $ 4,400,000 | $ 109,165 | $ 4,400,000 | |||||
Purchase price | $ 4,000,000 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt interest rate | 8% | ||||||||
Debt discount rate | 10% | ||||||||
Principal amount | $ 4,400,000 | ||||||||
Purchase price | $ 4,000,000 |
Schedule of Purchase Considerat
Schedule of Purchase Consideration (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Dec. 22, 2022 | Dec. 22, 2022 | Jul. 26, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Asset Acquisition [Line Items] | |||||||
Ordinary share price | $ 26.50 | ||||||
Ordinary shares issued to seller | $ 60,611 | ||||||
Cash paid to Seller | $ 441,523 | $ 5,883,477 | |||||
MTS Mergers [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Consideration in ordinary shares | $ 21,508,067 | ||||||
Purchase consideration | 22,110,032 | ||||||
Total Purchase Price | 22,110,032 | ||||||
Four Cubed Acquisition LLC Company [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Consideration in ordinary shares | 1,606,202 | ||||||
Purchase consideration | 8,492,725 | ||||||
Cash paid to Seller | 6,195,000 | ||||||
Due to Seller | 691,523 | ||||||
Total Purchase Price | $ 8,492,725 | ||||||
Sports Hub Acquisition [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
Purchase consideration | $ 6,758,137 | $ 6,758,137 | |||||
Fair Value of Equity Consideration | 1,370,287 | 1,370,287 | |||||
Fair Value of Seller Platinum Line of Credit and Loan | 5,387,850 | 5,387,850 | |||||
Total Purchase Price | $ 6,758,137 | $ 6,758,137 | |||||
MTS Mergers [Member] | |||||||
Asset Acquisition [Line Items] | |||||||
MTS issued and outstanding ordinary shares immediately prior to Merger | $ 316,295 | ||||||
Ordinary share price | $ 68 | ||||||
MTS warrants and options fair value | $ 601,965 |
Schedule of Assumptions (Detail
Schedule of Assumptions (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 26, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Expected volatility | 58.50% | |||
Expected dividends | 0% | 0% | ||
Number of shares, Beginning Balance | 288,912 | 178,356 | 48,066 | |
Weighted average exercise price, Beginning Balance | $ 1.14 | $ 49.60 | $ 9.40 | |
Number of shares, granted | 169,309 | 133,700 | ||
Weighted average exercise price, granted | $ 5.23 | $ 62.10 | ||
Number of shares, exercised | (2,592) | |||
Weighted average exercise price, exercised | $ 5.70 | $ 9.40 | ||
Number of shares, forfeited | (7,111) | (818) | ||
Weighted average exercise price, forfeited | $ 20.40 | |||
Number of shares, Ending Balance | 450,221 | 288,912 | 178,356 | |
Weighted average exercise price, Ending Balance | $ 4.97 | $ 1.14 | $ 49.60 | |
Weighted average remaining contractual term | 9 years 1 month 6 days | 9 years 4 months 24 days | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 7,450 | $ 7,750 | $ 830,250 | |
Number of shares, Exercisable | 174,650 | 65,829 | ||
Weighted average exercise price, exercisable | $ 7.17 | $ 37.80 | ||
Weighted average remaining contractual term, exercisable | 8 years 7 months 6 days | 9 years 3 months 18 days | ||
Aggregate intrinsic value exercisable | $ 7,450 | $ 571,099 | ||
$2.642 Strike Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of ordinary shares | $ 68 | |||
Exercise price | $ 26.40 | |||
Expected volatility | 54.70% | |||
Expected dividends | 0% | |||
Expected term (in years) | 3 years | |||
Risk-free rate | 0.38% | |||
Fair value per warrant | $ 44.91 | |||
Warrants | 5,833 | |||
Fair value of ordinary shares | $ 261,965 | |||
$0 Strike Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of ordinary shares | $ 68 | |||
Exercise price | $ 0 | |||
Expected volatility | 54.70% | |||
Expected dividends | 0% | |||
Expected term (in years) | 3 years | |||
Risk-free rate | 0.38% | |||
Fair value per warrant | $ 68 | |||
Warrants | 2,500 | |||
Fair value of ordinary shares | $ 170,000 | |||
$0 Strike Price [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of ordinary shares | $ 68 | |||
Exercise price | $ 0 | |||
Expected volatility | 54.70% | |||
Expected dividends | 0% | |||
Expected term (in years) | 3 years | |||
Risk-free rate | 0.38% | |||
Fair value per warrant | $ 68 | |||
Warrants | 2,500 | |||
Fair value of ordinary shares | $ 170,000 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Dec. 22, 2022 | Dec. 22, 2022 | Jul. 26, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 483,000 | |||||
Goodwill | $ 6,916,095 | $ 6,916,095 | $ 3,511,167 | |||
MTS Mergers [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 916,000 | |||||
Restricted cash | 1,016,000 | |||||
Accounts receivable | 356,000 | |||||
Prepaid expenses and other current assets | 322,000 | |||||
Equipment | 25,000 | |||||
Other long-term assets | 261,000 | |||||
Intangible assets | 483,000 | |||||
Total Assets | 3,379,000 | |||||
Accrued expenses | 2,129,000 | |||||
Deferred revenue | 914,000 | |||||
Other current liabilities | 495,000 | |||||
Other long-term liabilities | 312,000 | |||||
Total liabilities | 3,850,000 | |||||
Net assets acquired, excluding goodwill | (471,000) | |||||
Goodwill | 22,581,032 | |||||
Purchase consideration for accounting acquiree | $ 22,110,032 | |||||
Sports Hub Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 38,255,266 | $ 38,255,266 | ||||
Restricted cash | 10,604,004 | 10,604,004 | ||||
Accounts receivable | 186,712 | 186,712 | ||||
Prepaid expenses and other current assets | 1,916,932 | 1,916,932 | ||||
Equipment | 11,953 | 11,953 | ||||
Other long-term assets | 95,793 | 95,793 | ||||
Intangible assets | 2,390,000 | 2,390,000 | ||||
Total Assets | 53,460,660 | 53,460,660 | ||||
Accrued expenses | 284,345 | 284,345 | ||||
Deferred revenue | 3,574,285 | 3,574,285 | ||||
Other current liabilities | 47,657,117 | 47,657,117 | ||||
Other long-term liabilities | 106,705 | 106,705 | ||||
Total liabilities | 51,671,227 | 51,671,227 | ||||
Net assets acquired, excluding goodwill | 1,789,433 | 1,789,433 | ||||
Goodwill | 4,968,703 | 4,968,703 | ||||
Purchase consideration for accounting acquiree | 6,758,137 | 6,758,137 | ||||
Deferred tax liabilities | $ 48,775 | $ 48,775 |
Schedule of Fair Value Assumpti
Schedule of Fair Value Assumption Asset (Details) - USD ($) | 12 Months Ended | |||||
Dec. 22, 2022 | Dec. 22, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Jul. 26, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 483,000 | |||||
Weighted average useful life years | 5 years | |||||
Goodwill | $ 3,511,167 | $ 6,916,095 | $ 6,916,095 | |||
Four Cubed Acquisition LLC Company [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | 4,928,000 | |||||
Cash | 311,523 | |||||
Accounts receivable | 424,593 | |||||
Prepaid expenses and other current assets | 9,468 | |||||
Intangible assets | 4,928,000 | |||||
Total Assets | 5,673,584 | |||||
Accrued expenses | 311,026 | |||||
Total liabilities | 311,026 | |||||
Net assets acquired, excluding goodwill | 5,362,558 | |||||
Goodwill | 3,130,167 | |||||
Purchase consideration for accounting acquiree | 8,492,725 | |||||
Sports Hub Acquisition [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 2,390,000 | $ 2,390,000 | ||||
Cash | 38,255,266 | 38,255,266 | ||||
Accounts receivable | 186,712 | 186,712 | ||||
Prepaid expenses and other current assets | 1,916,932 | 1,916,932 | ||||
Total Assets | 53,460,660 | 53,460,660 | ||||
Accrued expenses | 284,345 | 284,345 | ||||
Total liabilities | 51,671,227 | 51,671,227 | ||||
Net assets acquired, excluding goodwill | 1,789,433 | 1,789,433 | ||||
Goodwill | 4,968,703 | 4,968,703 | ||||
Purchase consideration for accounting acquiree | 6,758,137 | 6,758,137 | ||||
Customer Relationships [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 414,000 | |||||
Weighted average useful life years | 4 years | |||||
Customer Relationships [Member] | Four Cubed Acquisition LLC Company [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 4,144,000 | |||||
Weighted average useful life years | 10 years | |||||
Customer Relationships [Member] | Sports Hub Acquisition [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 1,550,000 | $ 1,550,000 | ||||
Weighted average useful life years | 5 years | 5 years | ||||
Developed Technology [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 69,000 | |||||
Weighted average useful life years | 3 years | |||||
Developed Technology [Member] | Four Cubed Acquisition LLC Company [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 784,000 | |||||
Weighted average useful life years | 1 year | |||||
Trade Names [Member] | Sports Hub Acquisition [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 640,000 | $ 640,000 | ||||
Weighted average useful life years | 6 years | 6 years | ||||
Technology-Based Intangible Assets [Member] | Sports Hub Acquisition [Member] | ||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets | $ 200,000 | $ 200,000 | ||||
Weighted average useful life years | 5 years | 5 years |
Schedule of Business Acquisitio
Schedule of Business Acquisition Pro Forma Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |||
Revenues | $ 5,699,941 | $ 12,108,434 | $ 19,695,782 |
Loss from continuing operations | (11,617,505) | (28,420,775) | (90,132,215) |
Less: dividends accrued on series B preferred stock | (5,841) | (782,887) | |
Net loss from continuing operations available to ordinary shareholders | (11,623,346) | (28,420,775) | (90,915,102) |
Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders | (1,255,654) | 70,024 | (49,000) |
Net loss available to ordinary shareholders | $ (12,879,000) | $ (28,350,751) | $ (90,964,102) |
Net loss from continuing operations per share | $ (4.92) | $ (11.40) | $ (63.60) |
Net loss from discontinued operations per share | (0.53) | ||
Net loss per share | $ (5.45) | $ (11.40) | $ (63.60) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 22, 2022 USD ($) $ / shares shares | Dec. 22, 2022 USD ($) $ / shares shares | Jul. 26, 2021 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Apr. 23, 2023 ₪ / shares shares | Apr. 22, 2023 ₪ / shares | |
Business Acquisition [Line Items] | |||||||||||||
Ownership interest | 8.75% | 8.25% | |||||||||||
Investments | $ 200,000 | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||
Stockholders equity other shares | shares | 889,380 | 889,380 | |||||||||||
Share price | $ / shares | $ 26.50 | ||||||||||||
Common stock, shares, outstanding | shares | 2,688,541 | 2,688,541 | 2,688,541 | 2,236,615 | 26,881,244 | ||||||||
Goodwill impairment | $ 1,515,000 | $ 21,722,213 | |||||||||||
Transaction costs | $ 83,866 | $ 83,866 | 5,468,201 | ||||||||||
Revenues | $ 3,257,357 | 1,751,255 | $ 6,647,748 | 3,647,590 | |||||||||
Net income loss | $ (3,441,158) | $ (2,823,746) | (4,810,932) | $ (7,044,529) | $ (6,264,904) | (11,855,461) | $ (15,303,402) | (55,644,135) | |||||
Asset Acquisition, Consideration Transferred | $ 6,886,523 | ||||||||||||
Common stock, shares authorized | shares | 9,290,000 | 9,290,000 | 9,290,000 | 9,290,000 | |||||||||
Repayment of cash consideration | $ 130,000 | ||||||||||||
Cash Acquired from Acquisition | |||||||||||||
Common stock, shares, issued | shares | 2,688,541 | 2,688,541 | 2,688,541 | 2,236,615 | 26,881,244 | ||||||||
Impairment of the customer relationship | $ 3,211,000 | ||||||||||||
Debt purchase consideration | $ 5,387,850 | $ 5,387,850 | |||||||||||
Share price | (per share) | $ 2.90 | $ 2.90 | ₪ 0.60 | ₪ 0.06 | |||||||||
Term loan | $ 1,267,199 | $ 1,267,199 | $ 3,464,698 | $ 3,464,698 | 3,967,975 | ||||||||
Line of credit | $ 4,120,651 | $ 4,120,651 | |||||||||||
Amortization expense | $ 220,889 | 486,141 | $ 1,324,900 | ||||||||||
Additional interest expense | 94,685 | $ 119,095 | |||||||||||
Sports Hub Acquisition [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Revenues | 951,194 | ||||||||||||
Net income loss | $ 42,908 | ||||||||||||
Sport Hub [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ordinary shares reserved | shares | 23,714 | ||||||||||||
Common Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Common stock, shares, outstanding | shares | 58,775 | ||||||||||||
Net income loss | |||||||||||||
Common stock, shares authorized | shares | 60,611 | ||||||||||||
Common stock, shares, issued | shares | 60,611 | ||||||||||||
Ordinary shares future issuance | shares | 40,585 | ||||||||||||
Common Stock [Member] | Sport Hub [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ordinary shares future issuance | shares | 377,985 | ||||||||||||
Shares held in escrow | shares | 53,941 | ||||||||||||
Ordinary shares reserved | shares | 13,975 | ||||||||||||
Common Stock [Member] | Sports Hub [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ordinary shares future issuance | shares | 431,926 | ||||||||||||
Warrant [Member] | Sport Hub [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ordinary shares future issuance | shares | 2,896 | ||||||||||||
Mer Telemanagement Solutions Ltd [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Share price | $ / shares | $ 68 | ||||||||||||
Common stock, shares, outstanding | shares | 249,216 | ||||||||||||
Preferred stock, shares outstanding | shares | 67,078 | ||||||||||||
Options and warrants outstanding | shares | 10,833 | ||||||||||||
Mer Telemanagement Solutions Ltd [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ownership interest | 86% | ||||||||||||
Business combination description | stock option pool of 10% of the fully-diluted outstanding share capital of the Company, and legacy MTS securityholders own approximately 14% of the fully-diluted outstanding capital of the Company. | ||||||||||||
Investments | $ 6,000,000 | ||||||||||||
Stockholders equity other shares | shares | 369,287 | ||||||||||||
MTS Merger [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Ownership interest | 86% | ||||||||||||
Transaction costs | $ 3,084,341 | ||||||||||||
MTS [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Revenues | 1,517,001 | ||||||||||||
Net income loss | 22,173,554 | ||||||||||||
Four Cubed Acquisition LLC Company [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Transaction costs | 67,130 | ||||||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 1,606,202 | ||||||||||||
Payment of consideration | 6,195,000 | ||||||||||||
Four Cubed Acquisition Company LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash Acquired from Acquisition | 311,523 | ||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 250,000 | ||||||||||||
Sports Hub [Member] | Common Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business acquisition, equity interest issued or issuable, number of shares | shares | 472,513 | ||||||||||||
Sports Hub Acquisition [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Transaction costs | $ 83,866 |
Schedule of weighted average re
Schedule of weighted average remaining lease term and weighted-average discount rate (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Weighted-average remaining lease term | 30 months | 60 months |
Weighted-average discount rate | 5.67% | 6% |
Schedule of future minimum leas
Schedule of future minimum lease payment (Details) | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 31,070 |
2024 | 72,720 |
2025 | 67,736 |
2026 | 94,675 |
Total lease payments | 266,201 |
Less: interest | 25,094 |
Present value of lease liability | $ 241,107 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Description of lease term | The lease has an original term that expires in December 2023 with an option to extend the term for three years | |
Operating lease cost | $ 38,400 | $ 38,400 |
Operating cash flows from operating leases | $ 38,400 | $ 38,400 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 30 months | 60 months | |
Cost net of impairment | $ 5,959,609 | $ 5,502,243 | $ 6,185,376 |
Accumulated amortization | 2,154,745 | 1,774,310 | 633,936 |
Intangible assets net | 3,804,864 | 3,727,933 | 5,551,440 |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost net of impairment | 2,643,000 | 2,643,000 | 4,304,000 |
Accumulated amortization | 486,273 | 280,636 | 131,429 |
Intangible assets net | 2,156,727 | 2,362,364 | 4,172,571 |
Technology-Based Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost net of impairment | 1,438,700 | 1,437,050 | 1,214,000 |
Accumulated amortization | 1,239,766 | 1,201,739 | 360,357 |
Intangible assets net | 198,934 | 235,311 | 853,643 |
Software and Software Development Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost net of impairment | 973,283 | 749,147 | 654,022 |
Accumulated amortization | 371,966 | 288,530 | 142,050 |
Intangible assets net | 601,317 | 460,617 | 511,972 |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost net of impairment | 640,000 | 640,000 | |
Accumulated amortization | 56,740 | 3,405 | |
Intangible assets net | 583,260 | 636,595 | |
Software Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost net of impairment | 264,626 | 33,046 | 13,354 |
Accumulated amortization | |||
Intangible assets net | $ 264,626 | $ 33,046 | $ 13,354 |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 9 years | ||
Customer Relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 5 years | 5 years | |
Customer Relationships [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 10 years | 10 years | |
Technology-Based Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 3 years | ||
Technology-Based Intangible Assets [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 3 years | 3 years | |
Technology-Based Intangible Assets [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 5 years | 5 years | |
Acquired Technology [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 5 years | ||
Software and Software Development Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 5 years | 5 years | 5 years |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 6 years | 6 years |
Schedule of Future Amortization
Schedule of Future Amortization Expenses of Intangible Assets (Details) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 724,564 |
2024 | 704,922 |
2025 | 673,281 |
2026 | 596,306 |
2027 | 526,949 |
Thereafter | 465,665 |
Total | $ 3,691,686 |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Balance as of December 31, 2022 | $ 6,916,095 | $ 3,511,167 | |
Goodwill | 4,919,928 | ||
Less: Impairment charges | (1,515,000) | $ (1,224,671) | |
Balance as of June 30, 2023 | 6,916,095 | 6,916,095 | 3,511,167 |
Cumulative goodwill impairment charges | 1,515,000 | ||
Sports Hub Gaming [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance as of December 31, 2022 | 4,919,928 | ||
Goodwill | 4,919,928 | ||
Less: Impairment charges | |||
Balance as of June 30, 2023 | 4,919,928 | 4,919,928 | |
Cumulative goodwill impairment charges | |||
Sports Gaming Client Services [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance as of December 31, 2022 | 381,000 | 381,000 | |
Goodwill | |||
Less: Impairment charges | |||
Balance as of June 30, 2023 | 381,000 | 381,000 | 381,000 |
Cumulative goodwill impairment charges | |||
Affiliate Marketing Services International [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Balance as of December 31, 2022 | 1,615,167 | 3,130,167 | |
Goodwill | |||
Less: Impairment charges | (1,515,000) | ||
Balance as of June 30, 2023 | $ 1,615,167 | 1,615,167 | $ 3,130,167 |
Cumulative goodwill impairment charges | $ 1,515,000 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment charges | $ 3,211,000 | |||||
Amortization expense | $ 192,316 | $ 271,771 | $ 380,435 | $ 570,213 | 1,140,472 | $ 241,253 |
Software Development [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Additional costs | 137,867 | |||||
Sports Hub Acquisition [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Acquisition of intangible assets | $ 2,390,000 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Asset Impairment Charges | $ 1,515,000 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Feb. 13, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Variable rate | 8.75% | 8.25% | |||
Line of credit | $ 5,000,000 | $ 5,000,000 | |||
Expiry of line of credit | June 15, 2023 | ||||
Outstanding amount | 5,000,000 | $ 4,120,651 | |||
Debt issuance costs | $ 7,500 | $ 25,431 | |||
Revolving Credit Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Variable rate | 8.75% | ||||
Convertible notes payable | $ 7,000,000 | ||||
Line of credit facility, maturity date | Jan. 26, 2025 | ||||
Debt issuance costs | $ 7,500 |
Schedule of Outstanding amount
Schedule of Outstanding amount Of debt (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 22, 2022 |
Debt Disclosure [Abstract] | |||
2023 | $ 515,152 | $ 1,018,918 | |
2024 | 1,066,714 | 1,066,808 | |
2025 | 1,120,272 | 1,119,689 | |
2026 | 700,256 | 700,256 | |
2027 | 62,304 | 62,304 | |
Long term debt | $ 3,464,698 | $ 3,967,975 | $ 1,267,199 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jan. 31, 2022 | Dec. 23, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Feb. 14, 2023 | Dec. 22, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments for loans | $ 3,250,000 | |||||
Debt interest rate | 10% | |||||
Debt face amount | $ 4,400,000 | $ 109,165 | $ 4,400,000 | |||
Debt carry amount | 549,225 | |||||
Debt term loan | 2,700,775 | |||||
Debt periodic payment | 620,173 | |||||
Debt term loan amount | 3,464,698 | 3,967,975 | $ 1,267,199 | |||
Debt interest rate | 12% | |||||
Four Cubed Acquisition Company LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt face amount | 3,250,000 | |||||
Debt term loan amount | 2,393,691 | |||||
Sports Hub Acquisition [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Debt term loan amount | 1,071,007 | |||||
Term Loan Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments for loans | $ 3,250,000 | |||||
Debt interest rate | 4% | |||||
Debt face amount | $ 59,854 | |||||
Loan initiation fees | 25,431 | 29,975 | ||||
Debt term loan amount | $ 2,000,000 | |||||
Debt interest rate | 5.50% | |||||
Fixed monthly payment, consisting of principal and interest | $ 38,202 | |||||
Debt instrument maturity date | Dec. 09, 2025 | |||||
Term Loan Agreement [Member] | Four Cubed Acquisition Company LLC [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payments for loans | $ 3,250,000 | |||||
Debt interest rate | 4% | |||||
Loan initiation fees | $ 25,431 | |||||
Debt term loan | 2,393,691 | |||||
Debt periodic payment | $ 59,854 | $ 632,599 | ||||
Debt instrument maturity date | Jan. 31, 2027 | |||||
Debt instrument periodic payment, description | In addition to customary non-financial covenants, the term loan requires FCAC to maintain a minimum quarterly debt service coverage ratio, defined as adjusted EBITDA divided by debt service (interest expense and mandatory debt principal repayment) of 1.20 | |||||
Term Loan Agreement [Member] | Sports Hub Acquisition [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Loan initiation fees | $ 29,975 | |||||
Debt carry amount | 1,071,007 | |||||
Debt periodic payment | 409,745 | |||||
Debt term loan amount | $ 2,000,000 | |||||
Debt interest rate | 5.50% | |||||
Debt instrument maturity date | Dec. 09, 2025 | |||||
Monthly payment | $ 38,202 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||||||
Jul. 27, 2022 | Dec. 23, 2021 | Jul. 26, 2021 USD ($) $ / shares shares | Jul. 26, 2021 USD ($) $ / shares shares | Jul. 23, 2021 shares | Jun. 15, 2021 USD ($) shares | Dec. 23, 2020 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Debt instrument, convertible, conversion price | $ / shares | $ 16.46 | $ 16.46 | ||||||||
Debt instrument, interest rate during period | 12% | |||||||||
Shares capital increased | 9,290,000 | 9,290,000 | ||||||||
Adjustments to additional paid in capital | $ | $ 48,633 | |||||||||
Incremental share adjustments to accumulated deficit and additional paid in capital | 16,486 | |||||||||
SharpLink Inc [Member] | ||||||||||
Exchange ratio | 13.352 | 13.352 | 13.352 | |||||||
Additional Paid-in Capital [Member] | ||||||||||
Shares issued | 7,129 | 6,630 | ||||||||
Accrued in additional paid in capital | $ | $ 326,142 | $ 324,495 | ||||||||
Series A 1 Preferred Stock [Member] | ||||||||||
Sale of stock, number of shares issued in transaction | 70,099 | |||||||||
Preferred stock, shares authorized | 5,474 | |||||||||
Shares capital increased | 6,630 | |||||||||
Number of shares exchanged | 123,096 | 123,096 | ||||||||
Number of share exchange value | $ | $ 70,099 | |||||||||
Number of shares converted | 12,481 | |||||||||
Series A 1 Preferred Stock [Member] | MTS Merger [Member] | ||||||||||
Number of shares converted | 193,195 | |||||||||
8% Redeemable convertible preferred stock [Member] | ||||||||||
Temporary equity, par or stated value per share | $ / shares | $ 100 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Preferred stock, dividend rate, percentage | 999% | 9.99% | ||||||||
Temporary equity, par or stated value per share | $ / shares | $ 100 | |||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 22.80 | $ 22.80 | ||||||||
Shares capital increased | 80,000 | 80,000 | ||||||||
Series A-1 Preferred Stock [Member] | ||||||||||
Preferred stock, dividend rate, percentage | 9.99% | 9.99% | ||||||||
Preferred stock par value | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||
Preferred stock, shares authorized | 260,000 | 260,000 | 260,000 | |||||||
Number of share exchange value | 369,286 | |||||||||
Series A-1 Preferred Stock [Member] | MTS Merger [Member] | ||||||||||
Convertible preferred stock, shares issued upon conversion | 193,195 | 193,195 | ||||||||
Shares, outstanding | 7,130 | 6,630 | ||||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred stock, dividend rate, percentage | 9.99% | 9.99% | ||||||||
Preferred stock par value | $ / shares | $ 0.20 | $ 0.20 | $ 0.20 | |||||||
Debt instrument, convertible, conversion price | $ / shares | $ 16.246 | $ 16.246 | ||||||||
Sale of stock, consideration received on transaction | $ | $ 6,000,000 | |||||||||
Debt instrument, interest rate during period | 12% | |||||||||
Sale of stock, number of shares issued in transaction | 369,287 | |||||||||
Preferred stock, shares authorized | 370,000 | 370,000 | 370,000 | |||||||
Preferred stock, liquidation preference per share | $ / shares | $ 16.246 | $ 16.246 | ||||||||
Debt instrument, convertible, conversion ratio | 0.20 | 0.20 | ||||||||
Shares capital increased | 370,000 | 370,000 | 1,156 | |||||||
Number of share exchange value | $ | $ 369,287 | |||||||||
Series B Preferred Stock [Member] | MTS Merger [Member] | ||||||||||
Number of shares converted | 356,806 | |||||||||
Convertible preferred stock, shares issued upon conversion | 356,805 | 356,805 | ||||||||
Shares, outstanding | 12,481 | 12,481 | ||||||||
Series B Preferred Stock [Member] | SharpLink Inc [Member] | ||||||||||
Exchange ratio | 13.352 | 13.352 | ||||||||
Debt conversion, converted instrument, rate | 86% | |||||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 2 | $ 2 | ||||||||
Series B Preferred Stock [Member] | Stock Holder [Member] | ||||||||||
Preferred stock, liquidation preference per share | $ / shares | 16.246 | 16.246 | ||||||||
SeriesB Convertible Preferred Stock [Member] | ||||||||||
Preferred stock par value | $ / shares | $ 0.10 | $ 0.10 | ||||||||
Preferred stock, shares authorized | 276,582 | 276,582 | 12,481 | |||||||
Series A 1 Preferred Stock [Member] | ||||||||||
Preferred stock par value | $ / shares | $ 0.20 | $ 0.20 | ||||||||
Shares capital increased | 260,000 | 260,000 | ||||||||
First Tranche [Member] | ||||||||||
Stock dividends shares | 900 | |||||||||
Preferred stock, dividend rate, percentage | 8% | |||||||||
Preferred stock par value | $ / shares | $ 0.10 | |||||||||
Preferred stock convertible shares issuable | 415,000 | |||||||||
First Tranche [Member] | 8% Redeemable convertible preferred stock [Member] | ||||||||||
Shares issued | 200 | |||||||||
Debt instrument, interest rate during period | 12% | |||||||||
First Tranche [Member] | Series A Preferred Stock [Member] | ||||||||||
Shares issued | 200 | |||||||||
Value issued | $ | $ 2,000,000 | |||||||||
First Tranche [Member] | Convertible Preferred Stock [Member] | ||||||||||
Preferred stock, dividend rate, percentage | 8% | |||||||||
First Tranche [Member] | Series B Preferred Stock [Member] | ||||||||||
Preferred stock, dividend rate, percentage | 800% | 8% | ||||||||
First Tranche [Member] | Convertible Preferred Stock Of Eight Percentage [Member] | ||||||||||
Stock dividends shares | 900 | |||||||||
Preferred stock, dividend rate, percentage | 8% | |||||||||
Preferred stock par value | $ / shares | $ 0.10 | |||||||||
Preferred stock convertible shares issuable | 415,000 | |||||||||
Second Tranche [Member] | Series A Preferred Stock [Member] | ||||||||||
Sale of stock, consideration received on transaction | $ | $ 6,000,000 | $ 5,000,000 | ||||||||
Sale of stock, number of shares issued in transaction | 276,582 | 276,582 | ||||||||
Number of shares exchanged | 123,096 | 123,096 | ||||||||
Second Tranche [Member] | Series A-1 Preferred Stock [Member] | ||||||||||
Preferred stock par value | $ / shares | $ 0.10 | $ 0.10 | ||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 16.246 | $ 16.246 | ||||||||
Debt instrument, interest rate during period | 12% | |||||||||
Line of credit facility, commitment fee percentage | 3% | |||||||||
Preferred stock, shares authorized | 52,502 | 52,502 | ||||||||
Preferred stock, liquidation preference per share | $ / shares | $ 16.246 | $ 16.246 | ||||||||
Number of share exchange value | 70,099 | |||||||||
Second Tranche [Member] | Series B Preferred Stock [Member] | ||||||||||
Stock dividends shares | 6,000,000 | |||||||||
Sale of stock, consideration received on transaction | $ | $ 6,000,000 | |||||||||
Sale of stock, number of shares issued in transaction | 6,000,000 | |||||||||
Conversion of stock, amount issued | $ | $ 6,000,000 | |||||||||
First And Second Tranche [Member] | ||||||||||
Commitment fee | shall issue preferred stock equal to the greater of either 15% of the aggregate of the First and Second Tranche or 3% of the Company’s issued and outstanding capital. | shall issue preferred stock equal to the greater of either 15% of the aggregate of the First and Second Tranche or 3% of the Company’s issued and outstanding capital. |
Schedule of Warrant Assumptions
Schedule of Warrant Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility | 58.50% | |
Expected dividends | 0% | 0% |
Warrant Advisory Services [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of ordinary shares | $ 23.60 | |
Exercise price | $ 0.10 | |
Expected volatility | 58.20% | |
Expected dividends | 0% | |
Expected term (in years) | 5 years | |
Risk-free rate | 0.42% | |
Prefunded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of ordinary shares | $ 32.50 | |
Exercise price | $ 0.01 | |
Expected volatility | 50.50% | |
Expected dividends | 0% | |
Expected term (in years) | 4 years | |
Risk-free rate | 1.03% | |
Regular Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of ordinary shares | $ 32.50 | |
Exercise price | $ 4.50 | |
Expected volatility | 50.50% | |
Expected dividends | 0% | |
Expected term (in years) | 4 years | |
Risk-free rate | 1.03% |
Schedule of Warrant Outstanding
Schedule of Warrant Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Advisory Services [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning outstanding, shares | ||
Beginning vested, shares | ||
Issued and vested, outstanding | 1 | |
Issued and vested, vested | 1 | |
Acquired, outstanding | ||
Acquired, vested | ||
Converted to ordinary shares, outstanding | (1) | |
Converted to ordinary shares, vested | (1) | |
Ending outstanding, shares | ||
Ending vested, shares | ||
Warrants MTS [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning outstanding, shares | 8,333 | |
Beginning vested, shares | 8,333 | |
Issued and vested, outstanding | ||
Issued and vested, vested | ||
Acquired, outstanding | 8,333 | |
Acquired, vested | 8,333 | |
Converted to ordinary shares, outstanding | ||
Converted to ordinary shares, vested | ||
Ending outstanding, shares | 8,333 | 8,333 |
Ending vested, shares | 8,333 | 8,333 |
Prefunded Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning outstanding, shares | 125,359 | |
Beginning vested, shares | 125,359 | |
Issued and vested, outstanding | 125,359 | |
Issued and vested, vested | 125,359 | |
Acquired, outstanding | ||
Acquired, vested | ||
Converted to ordinary shares, outstanding | ||
Converted to ordinary shares, vested | ||
Ending outstanding, shares | 125,359 | 125,359 |
Ending vested, shares | 125,359 | 125,359 |
Regular Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Beginning outstanding, shares | 266,667 | |
Beginning vested, shares | ||
Issued and vested, outstanding | 266,667 | |
Issued and vested, vested | ||
Acquired, outstanding | ||
Acquired, vested | ||
Converted to ordinary shares, outstanding | ||
Converted to ordinary shares, vested | ||
Ending outstanding, shares | 266,667 | 266,667 |
Ending vested, shares |
Warrants (Details Narrative)
Warrants (Details Narrative) | 12 Months Ended | |||||||||
Feb. 15, 2023 USD ($) $ / shares | Feb. 14, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 14, 2023 shares | Nov. 19, 2021 USD ($) | Nov. 16, 2021 $ / shares shares | Jul. 26, 2021 $ / shares | Feb. 01, 2021 $ / shares shares | |
Warrant per share | $ 45 | $ 6.30 | $ 68 | |||||||
Ordinary shares exercisable | shares | 141,308 | |||||||||
Offering price per warrant | $ 37.50 | |||||||||
Dividend rate | 0% | 0% | ||||||||
Additional paid in capital | $ | $ 76,039,604 | $ 72,101,783 | $ 77,582,031 | |||||||
Class of warrant or right issued | shares | 266,667 | |||||||||
Measurement Input, Share Price [Member] | ||||||||||
Warrants and rights outstanding, measurement input | 2.98 | |||||||||
Measurement Input, Exercise Price [Member] | ||||||||||
Warrants and rights outstanding, measurement input | 8.75 | |||||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Warrants and rights outstanding, measurement input | 4.53 | |||||||||
Warrant [Member] | ||||||||||
Warrant per share | $ 4.0704 | |||||||||
Additional paid in capital | $ | $ 11,435 | |||||||||
Fair value adjustment of warrants | $ | $ 1,218,205 | |||||||||
Increase (decrease) in fair value of hedged item in price risk fair value hedge | $ | $ 1,206,771 | |||||||||
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Remaining term | 2 years 10 months 24 days | |||||||||
Warrant [Member] | Measurement Input, Share Price [Member] | ||||||||||
Warrants and rights outstanding, measurement input | 5.10 | |||||||||
Warrant [Member] | Measurement Input, Exercise Price [Member] | ||||||||||
Warrants and rights outstanding, measurement input | 0.60 | |||||||||
Warrant [Member] | Measurement Input Dividend Yield [Member] | ||||||||||
Dividend rate | 0% | |||||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||
Warrants and rights outstanding, measurement input | 4.04 | |||||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||||||||
Warrants and rights outstanding, measurement input | 52.57 | |||||||||
Warrant [Member] | Maximum [Member] | ||||||||||
Warrant per share | $ 0.60 | |||||||||
MTS [Member] | ||||||||||
Warrant per share | $ 26.42 | |||||||||
Ordinary shares exercisable | shares | 5,833 | |||||||||
Warrant Advisory Services [Member] | ||||||||||
Purchase of warrants | shares | 63,687 | |||||||||
Warrant per share | $ 0.10 | |||||||||
Ordinary shares exercisable | shares | 85,033 | |||||||||
Warrant's grant date fair value | $ | $ 2,001,677 | |||||||||
Dividend rate | 0% | |||||||||
Warrants MTS [Member] | ||||||||||
Warrant per share | $ 0 | |||||||||
Ordinary shares exercisable | shares | 2,500 | |||||||||
Prefunded Warrants [Member] | ||||||||||
Purchase of warrants | shares | 125,359 | |||||||||
Warrant per share | $ 0.01 | |||||||||
Offering price per warrant | $ 37.40 | |||||||||
Dividend rate | 0% | |||||||||
Regular Warrants [Member] | ||||||||||
Purchase of warrants | shares | 266,667 | |||||||||
Warrant per share | $ 45 | |||||||||
Dividend rate | 0% |
Schedule of Inputs and Assumpti
Schedule of Inputs and Assumptions of Valuation Model (Details) | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
Fair Value Disclosures [Abstract] | |
Probability of a Going Public Transaction | 50% |
Expected volatility | 58.50% |
Stock price of public company at the time of measurement | $ / shares | $ 6.30 |
Date of a Going Public Transaction | Apr. 30, 2021 |
Pro-forma common shares outstanding at Going Public Transaction date | shares | 5,207,700 |
Schedule of Commitment Fee (Det
Schedule of Commitment Fee (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Fair Value Disclosures [Abstract] | |
Commitment fee, beginning | $ 577,000 |
Commitment fee expense | 23,301,206 |
Issuance of Series A-1 and B preferred stock in exchange for commitment fee | (23,878,206) |
Commitment fee, ending |
Fair Value (Details Narrative)
Fair Value (Details Narrative) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2021 USD ($) $ / shares shares | Apr. 23, 2023 ₪ / shares | Apr. 22, 2023 ₪ / shares | Dec. 22, 2022 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Interest rate | 3% | |||||
Ordinary share | (per share) | ₪ 0.60 | ₪ 0.06 | $ 2.90 | |||
Debt instrument discount rate | 75.28% | |||||
Measurement Input, Share Price [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 2.98 | 2.98 | ||||
Measurement Input, Exercise Price [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 8.75 | 8.75 | ||||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 0 | 0 | ||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 4.53 | 4.53 | ||||
Measurement Input, Option Volatility [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 53 | 53 | ||||
Measurement Input, Expected Term [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Warrant term | 2 years 7 months 17 days | |||||
Series A 1 Preferred Stock [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Number of share exchange | shares | 70,099 | |||||
Commitment fee | $ | $ 23,301,206 | |||||
Ordinary share | $ / shares | $ 68 | |||||
Series B Preferred Stock [Member] | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Number of share exchange | shares | 369,287 | |||||
Preferred stock, shares authorized | $ | $ 6,000,000 |
Schedule of Fair Values of Stoc
Schedule of Fair Values of Stock Options Granted Using Black-scholes Valuation Model Assumptions (Details) - $ / shares | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expected volatility | 58.50% | ||
Expected dividends | 0% | 0% | |
Expected volatility minimum | 53.60% | ||
Expected volatility maximum | 54.60% | ||
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected volatility | 51.10% | 51% | |
Expected dividends | 0% | ||
Expected term (years) | 5 years 7 months 6 days | 5 years 6 months | 5 years 6 months |
Risk free interest rate | 3.40% | 1.44% | 0.79% |
Fair value of ordinary shares on grant date | $ 3.10 | $ 10.50 | |
Expected stock price volatility | 1.70% | ||
Maximum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Expected volatility | 53.70% | 51.80% | |
Expected term (years) | 5 years 10 months 24 days | 6 years | 6 years |
Risk free interest rate | 4.10% | 4.24% | 1.24% |
Fair value of ordinary shares on grant date | $ 13.30 | $ 32.90 | |
Expected stock price volatility | 3.44% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Multiemployer Plan [Line Items] | ||||||
Number of shares, Beginning Balance | 288,912 | 178,356 | 48,066 | |||
Weighted average exercise price, Beginning Balance | $ 1.14 | $ 49.60 | $ 9.40 | |||
Number of shares, granted | 169,309 | 133,700 | ||||
Exercised | 2,592 | |||||
Weighted average exercise price, exercised | $ 20.40 | |||||
Number of shares, forfeited | (7,111) | (818) | ||||
Weighted average exercise price, expired | $ 5.70 | |||||
Weighted average exercise price, forfeited | $ 5.70 | $ 9.40 | ||||
Number of shares, Ending Balance | 450,221 | 288,912 | 178,356 | |||
Weighted average remaining contractual term, outstanding | 9 years 1 month 6 days | 9 years 4 months 24 days | ||||
Aggregate intrinsic value, ending | $ 7,450 | $ 7,750 | $ 830,250 | |||
Number of shares, Exercisable | 174,650 | 65,829 | ||||
Aggregate intrinsic value, outstanding, beginning balance | $ 7,750 | $ 830,250 | ||||
Weighted average exercise price, granted | $ 5.23 | $ 62.10 | ||||
Number of shares, exercised | (2,592) | |||||
Number of shares, expired | (889) | |||||
Weighted average exercise price, Ending Balance | $ 4.97 | $ 1.14 | $ 49.60 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 7,450 | $ 7,750 | $ 830,250 | |||
Weighted average exercise price, exercisable | $ 7.17 | $ 37.80 | ||||
Weighted average remaining contractual term, exercisable | 8 years 7 months 6 days | 9 years 3 months 18 days | ||||
Aggregate intrinsic value exercisable | $ 7,450 | $ 571,099 | ||||
MTS Merger [Member] | ||||||
Multiemployer Plan [Line Items] | ||||||
Number of shares, Beginning Balance | 288,912 | 178,356 | [1] | |||
Weighted average exercise price, Beginning Balance | [1] | $ 49.60 | ||||
Weighted average grant date fair value, beginning | [1] | |||||
Aggregate intrinsic value, beginning | [1] | $ 830,250 | ||||
Number of shares, granted | 249,650 | |||||
Weighted average exercise price, granted | $ 10 | |||||
Weighted average grant date fair value, granted | $ 0.52 | |||||
Exercised | ||||||
Weighted average exercise price, exercised | ||||||
Number of shares, forfeited | (100,780) | |||||
Weighted average exercise price, expired | $ 54.60 | |||||
Weighted average grant date fair value, forfeited | $ 2.56 | |||||
Expired | (38,314) | |||||
Weighted average exercise price, forfeited | $ 63.70 | |||||
Number of shares, Ending Balance | 288,912 | 178,356 | [1] | |||
Weighted average exercise price, ending | $ 11.40 | |||||
Weighted average grant date fair value, ending | [1] | |||||
Weighted average remaining contractual term, outstanding | 9 years 3 months 18 days | |||||
Aggregate intrinsic value, ending | $ 7,750 | |||||
Number of shares, Exercisable | 86,672 | |||||
Weighted average exercise price, exercisable | $ 14.60 | |||||
Weighted average grant date fair value, exercisable | ||||||
Weighted average remaining contractual term, exercisable | 8 years 8 months 12 days | |||||
Aggregate intrinsic value, exercisable | $ 7,750 | |||||
Aggregate intrinsic value, outstanding, beginning balance | $ 7,750 | |||||
Number of shares, exercised | ||||||
Weighted average exercise price, Ending Balance | [1] | $ 49.60 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 7,750 | |||||
[1] Equity structure was adjusted for all periods presented using the exchange ratio, 13.352 |
Schedule of Stock Option Acti_2
Schedule of Stock Option Activity (Details) (Parenthetical) | Dec. 31, 2022 | Jul. 26, 2021 |
SharpLink Inc [Member] | ||
Exchange ratio | 13.352 | 13.352 |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 14, 2023 | Jul. 26, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Option granted | 169,309 | 133,700 | |||||
Warrant exercise price | $ 6.30 | $ 45 | $ 68 | ||||
Stock based compensation expense | $ 319,664 | $ 2,245,526 | $ 2,486,151 | $ 1,656,674 | |||
Unamortized stock compensation expense | $ 945,153 | 1,009,269 | $ 2,375,624 | ||||
Unvested stock options | $ 2,022,403 | ||||||
2020 Stock Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Amount of debt converted into shares to warrants, shares | 40,000 | ||||||
Option granted | 36,000 | ||||||
Warrant exercise price | $ 13.352 | ||||||
2021 Stock Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Number of ordinary shares authorized for issuance | 543,663 | 233,663 | |||||
Option granted | 249,350 | 131,200 | |||||
Number of ordinary shares with respect to which options may be granted thereunder to any eligible employee | 114,000 | ||||||
Number of ordinary shares with respect to which options may be granted thereunder to any eligible employee vested | 36,000 | ||||||
Number of Ordinary shares with respect to which options may be granted thereunder to any eligible employee deemed | 78,000 | ||||||
Number of ordinary shares with respect to which options may be granted thereunder to any eligible employee deemed dividend expired | 36,000 | ||||||
Expenses | $ 1,655,506 |
Schedule of Revenue Recognition
Schedule of Revenue Recognition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | $ 7,288,029 | $ 2,635,757 |
Total | 3,257,357 | 1,751,255 | 6,647,748 | 3,647,590 | ||
Software Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 2,493,685 | 2,635,737 | ||||
Total | 785,462 | 911,043 | 1,905,768 | 1,883,628 | ||
Fee Revenue [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 951,196 | |||||
Total | 1,128,370 | 2,165,693 | ||||
Services And Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 3,843,148 | |||||
Total | 1,343,525 | 840,212 | 2,576,287 | 1,763,962 | ||
Affiliate Marketing Services US [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 305,571 | 108,509 | 585,347 | 170,032 | 415,450 | 211,528 |
Total | 305,571 | 108,509 | 585,347 | 170,031 | ||
Affiliate Marketing Services US [Member] | Software Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 353,200 | 211,528 | ||||
Total | 86,933 | 108,509 | 142,224 | 170,031 | ||
Affiliate Marketing Services US [Member] | Fee Revenue [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Total | ||||||
Affiliate Marketing Services US [Member] | Services And Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 62,250 | |||||
Total | 218,638 | 443,123 | ||||
Affiliate Marketing Services International [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,124,887 | 840,212 | 2,133,164 | 1,763,961 | 3,427,698 | |
Total | 1,124,887 | 840,212 | 2,133,164 | 1,763,962 | ||
Affiliate Marketing Services International [Member] | Software Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Total | ||||||
Affiliate Marketing Services International [Member] | Fee Revenue [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Total | ||||||
Affiliate Marketing Services International [Member] | Services And Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 3,427,698 | |||||
Total | 1,124,887 | 840,212 | 2,133,164 | 1,763,962 | ||
Sports Gaming Client Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 698,529 | 802,534 | 1,763,544 | 1,713,597 | 2,493,685 | 2,424,229 |
Total | 698,529 | 802,534 | 1,763,544 | 1,713,597 | ||
Sports Gaming Client Services [Member] | Software Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 2,493,685 | 2,424,229 | ||||
Total | 698,529 | 802,534 | 1,763,544 | 1,713,597 | ||
Sports Gaming Client Services [Member] | Fee Revenue [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Total | ||||||
Sports Gaming Client Services [Member] | Services And Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Total | ||||||
Sports Hub Gaming Network [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,128,370 | 2,165,693 | 951,196 | |||
Total | 1,128,370 | 2,165,693 | ||||
Sports Hub Gaming Network [Member] | Software Service [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Total | ||||||
Sports Hub Gaming Network [Member] | Fee Revenue [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 951,196 | |||||
Total | 1,128,370 | 2,165,693 | ||||
Sports Hub Gaming Network [Member] | Services And Other [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Total |
Schedule of Revenue Recognized
Schedule of Revenue Recognized point in Time and over Time (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | $ 7,288,029 | $ 2,635,757 |
Transferred at Point in Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,583,013 | 840,212 | 3,247,313 | 1,763,961 | 4,298,366 | |
Transferred over Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,674,344 | 911,043 | 3,400,435 | 1,883,629 | 2,989,663 | 2,635,757 |
Affiliate Marketing Services US [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 305,571 | 108,509 | 585,347 | 170,032 | 415,450 | 211,528 |
Affiliate Marketing Services US [Member] | Transferred at Point in Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 218,638 | 443,123 | 62,250 | |||
Affiliate Marketing Services US [Member] | Transferred over Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 86,933 | 108,509 | 142,224 | 170,032 | 353,200 | 211,528 |
Affiliate Marketing Services International [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,124,887 | 840,212 | 2,133,164 | 1,763,961 | 3,427,698 | |
Affiliate Marketing Services International [Member] | Transferred at Point in Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,124,887 | 840,212 | 2,133,164 | 1,763,961 | 3,427,698 | |
Affiliate Marketing Services International [Member] | Transferred over Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Sports Gaming Client Services [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 698,529 | 802,534 | 1,763,544 | 1,713,597 | 2,493,685 | 2,424,229 |
Sports Gaming Client Services [Member] | Transferred at Point in Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | ||||||
Sports Gaming Client Services [Member] | Transferred over Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 698,529 | 802,534 | 1,763,544 | 1,713,597 | 2,493,685 | 2,424,229 |
Sports Hub Gaming Network [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,128,370 | 2,165,693 | 951,196 | |||
Sports Hub Gaming Network [Member] | Transferred at Point in Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 239,488 | 671,026 | 808,418 | |||
Sports Hub Gaming Network [Member] | Transferred over Time [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 888,882 | $ 1,494,667 | $ 142,778 |
Schedule of Contract Assets (De
Schedule of Contract Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Balance as of December 31, 2022 | $ 219,116 | $ 147,913 |
Labor costs expensed | (493,871) | (483,524) |
Labor costs deferred | 343,357 | 554,727 |
Balance as of June 30, 2023 | $ 68,602 | $ 219,116 |
Schedule of Contract Assets and
Schedule of Contract Assets and Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |||
Accounts receivable | $ 1,360,528 | $ 776,530 | $ 793,795 |
Unbilled revenue | 195,234 | 47,000 | 162,760 |
Contract assets | 68,602 | 219,116 | 147,913 |
Contract liabilities | (5,633,004) | (2,166,451) | $ (308,058) |
Contract assets | $ 68,602 | $ 219,116 |
Schedule of Contract Liabilitie
Schedule of Contract Liabilities (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning balance | $ (2,166,451) | $ (308,058) |
SportsHub acquired balance | (3,574,285) | |
Revenue recognized or reclassified | 5,098,540 | 2,846,755 |
Deferred revenue | (8,565,093) | (1,130,863) |
Ending balance | (2,166,451) | |
Balance as of December 31, 2022 | (2,166,451) | (308,058) |
Balance as of June 30, 2023 | $ (5,633,004) | $ (2,166,451) |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||||||
Contracted but unsatisfied performance obligations | $ 643,564 | $ 643,564 | $ 850,000 | $ 3,246,000 | ||
Revenues | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | ||
Revenue Benchmark [Member] | Two Customer [Member] | Customer Concentration Risk [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Concentration risk, percentage | 45% | |||||
Revenues | $ 572,621 | |||||
Revenue Benchmark [Member] | Three Customer [Member] | Customer Concentration Risk [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Concentration risk, percentage | 39% | 60% | 49% | |||
Revenues | $ 780,637 | $ 621,161 | $ 456,460 |
Schedule of Summarized Financia
Schedule of Summarized Financial Information for the Company’s Reportable Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Revenue | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | $ 7,288,029 | $ 2,635,757 | ||
Cost of revenues | 2,292,045 | 1,661,241 | 4,338,795 | 2,930,143 | 6,154,434 | 2,935,119 | ||
Income (loss) from operations | (2,783,197) | (3,639,732) | (5,110,973) | (10,568,191) | (15,476,517) | (33,494,714) | ||
Loss from discontinued operations | (149,000) | (1,147,654) | (294,000) | (1,255,654) | 70,024 | (22,174,305) | ||
Net income (loss) | (3,441,158) | $ (2,823,746) | (4,810,932) | $ (7,044,529) | (6,264,904) | (11,855,461) | (15,303,402) | (55,644,135) |
Income (loss) from operations | (3,292,158) | (3,663,278) | (5,970,904) | (10,599,807) | (15,303,402) | (33,469,830) | ||
Affiliate Marketing Services US [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Revenue | 305,571 | 108,509 | 585,347 | 170,032 | 415,450 | 211,528 | ||
Cost of revenues | 141,736 | 64,070 | ||||||
Income (loss) from operations | (9,471,593) | |||||||
Loss from discontinued operations | ||||||||
Net income (loss) | (9,183,309) | (32,774,152) | ||||||
Income (loss) from operations | (32,773,402) | |||||||
Affiliate Marketing Services International [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Revenue | 1,124,887 | 840,212 | 2,133,164 | 1,763,961 | 3,427,698 | |||
Cost of revenues | 2,127,555 | |||||||
Income (loss) from operations | (5,026,352) | |||||||
Loss from discontinued operations | ||||||||
Net income (loss) | (5,135,517) | |||||||
Income (loss) from operations | ||||||||
Sports Gaming Client Services [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Revenue | 698,529 | 802,534 | 1,763,544 | 1,713,597 | 2,493,685 | 2,424,229 | ||
Cost of revenues | 3,119,178 | 2,871,049 | ||||||
Income (loss) from operations | (1,027,484) | |||||||
Loss from discontinued operations | ||||||||
Net income (loss) | (1,027,484) | (696,427) | ||||||
Income (loss) from operations | (696,428) | |||||||
Sports Hub Gaming Network [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Revenue | $ 1,128,370 | $ 2,165,693 | 951,196 | |||||
Cost of revenues | 765,965 | |||||||
Income (loss) from operations | 48,912 | |||||||
Loss from discontinued operations | ||||||||
Net income (loss) | 42,908 | |||||||
Income (loss) from operations | ||||||||
Enterprise TEM [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Revenue | ||||||||
Cost of revenues | ||||||||
Income (loss) from operations | ||||||||
Loss from discontinued operations | 70,024 | (22,174,305) | ||||||
Net income (loss) | $ 70,024 | (22,174,305) | ||||||
Income (loss) from operations |
Schedule of Revenue by Country
Schedule of Revenue by Country (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | $ 7,288,029 | $ 2,635,757 |
Affiliate Marketing Services United States [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 305,571 | 108,509 | 585,347 | 170,031 | 415,450 | 211,528 |
Affiliate Marketing Services International [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 1,124,887 | 840,212 | 2,133,164 | 1,763,962 | 3,427,698 | |
Sports Gaming Client Services [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 698,529 | 802,534 | 1,763,544 | 1,713,597 | 2,493,685 | 2,424,229 |
Sports Hub Gaming Network [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 1,128,370 | 2,165,693 | 951,196 | |||
Enterprise TEM [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | ||||||
UNITED STATES | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 3,860,331 | 2,635,757 | ||||
UNITED STATES | Affiliate Marketing Services United States [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 415,450 | 211,528 | ||||
UNITED STATES | Affiliate Marketing Services International [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | ||||||
UNITED STATES | Sports Gaming Client Services [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 2,493,685 | 2,424,229 | ||||
UNITED STATES | Sports Hub Gaming Network [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 951,196 | |||||
UNITED STATES | Enterprise TEM [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | ||||||
Rest Of World [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 3,427,698 | |||||
Rest Of World [Member] | Affiliate Marketing Services United States [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | ||||||
Rest Of World [Member] | Affiliate Marketing Services International [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 3,427,698 | |||||
Rest Of World [Member] | Sports Gaming Client Services [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | ||||||
Rest Of World [Member] | Sports Hub Gaming Network [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | ||||||
Rest Of World [Member] | Enterprise TEM [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues |
Schedule of Percentage of Conso
Schedule of Percentage of Consolidated Revenues Derived From Large Customers (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Customerr A [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Revenue | 15% | 2% | 35% | 15% | |
Customer B [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Revenue | 13% | 41% | 10% | 10% | |
Customer C [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Revenue | 10% | 21% | [1] | 10% | |
Customer D [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Revenue | [1] | 14% | |||
[1]Revenue from customer was less than 10% for the years ended December 31, 2022 and 2021. |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 4,891,195 | $ 8,927,213 |
Research and development tax credit | 95,597 | 30,429 |
Nonqualified stock options | 100,373 | 334,519 |
Equipment | 8,885 | 1,256 |
Goodwill | 285,511 | 14,088 |
Bad debts | 120,608 | |
Intangible Assets | 713,206 | |
Accrued expenses and other | 117,511 | 425,327 |
Business interest expense | ||
Gross deferred tax assets | 6,212,278 | 9,853,440 |
Valuation allowance | (6,218,484) | (9,728,975) |
Net deferred tax Liabilities | (6,206) | |
Net deferred tax assets | 124,465 | |
Intangible assets | (130,046) | |
Goodwill | ||
Deferred tax liabilities | (130,046) | |
Net deferred tax liability | $ (6,206) | $ (5,558) |
Schedule of Income Tax Expenses
Schedule of Income Tax Expenses Benefits (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
US current tax expense | $ 10,718 | $ 2,999 | ||||
Foreign current tax expense | ||||||
US deferred tax expense (benefit) | 648 | 1,172 | ||||
Provision for income tax expenses (benefit) | $ 6,408 | $ 700 | $ 37,149 | $ 700 | $ 11,366 | $ 4,171 |
Schedule of Effective Tax Rate
Schedule of Effective Tax Rate (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax benefit at federal statutory rate | $ (3,288,865) | $ (11,678,252) | ||||
Income tax benefit at federal statutory rate, percentage | 21% | 21% | ||||
State and local income taxes net of federal tax benefit | $ (83,610) | $ (267,103) | ||||
State and local income taxes net of federal tax benefit, percentage | 0.50% | 0.50% | ||||
Rate differentials | $ (4,020) | |||||
Rate differentials, percentage | 0% | 0% | ||||
Meals and entertainment, non-deductible expenses and tax-exempt income | $ (44,073) | $ (72,503) | ||||
Meals and entertainment, non-deductible expenses and tax-exempt income, percentage | (0.10%) | (0.10%) | ||||
Meals and entertainment, non-deductible expenses and tax-exempt income | $ 44,073 | $ 72,503 | ||||
Incentive stock option expense | $ 61,851 | $ 59,055 | ||||
Incentive stock option expense, percentage | (0.10%) | (0.10%) | ||||
Nondeductible goodwill impairment | $ 167,130 | $ 4,551,259 | ||||
Nondeductible goodwill impairment, percentage | (8.20%) | (8.20%) | ||||
Nondeductible commitment fee | $ 4,893,253 | |||||
Nondeductible commitment fee, percentage | (8.80%) | (8.80%) | ||||
PPP loan forgiveness income | ||||||
PPP loan forgiveness income, percentage | 0% | 0% | ||||
NQO Cancellations | $ 680,002 | |||||
NQO Cancellations, percentage | 0% | 0% | ||||
Financial Statement True Up | $ (5,919) | |||||
Financial Statement True Up, percentage | 0% | 0% | ||||
Change in provision for uncertain tax positions | $ 1,177 | |||||
Provision for income tax expenses (benefit), percentage | 0.31% | 0% | 0% | 0% | ||
Change in valuation allowance | $ 2,524,850 | $ 2,376,299 | ||||
Change in valuation allowance, percentage | (4.30%) | (4.30%) | ||||
Provision for income tax expenses (benefit) | $ 6,408 | $ 700 | $ 37,149 | $ 700 | $ 11,366 | $ 4,171 |
Schedule of Accrued Uncertain T
Schedule of Accrued Uncertain Tax Positions (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Beginning balance, December 31, 2021 | $ 131,100 |
Uncertain tax position additions | 0 |
Removal for amount related to discontinued operations | (131,100) |
Ending balance, December 31, 2022 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | The state net operating loss carryforwards will begin to expire in 2035 and are available to offset future taxable income or reduce taxes payable through 2040. | |||
Research and development tax credit | $ 95,597 | $ 30,429 | ||
Deferred assets of related to discontinued operations | 6,683 | |||
Liability for uncertain tax positions current | $ 0 | $ 131,100 | ||
Effective income tax rate | 0.31% | 0% | 0% | 0% |
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 21,500,845 | |||
Research and development tax credit | 95,597 | |||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 376,018 | |||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 30,000,000 | |||
Vexigo [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Liability for uncertain tax positions current | $ 0 |
Summary Reconciliation of Disco
Summary Reconciliation of Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues | $ 3,734,000 | $ 1,515,848 | ||||
Cost of Revenues | 1,900,000 | 933,986 | ||||
Gross Profit | 1,834,000 | 581,862 | ||||
Selling, general, and administrative expenses | 1,515,000 | 1,032,042 | ||||
Goodwill and intangible asset impairment expenses | 1,224,000 | 21,722,213 | ||||
Total operating expenses | 2,739,000 | 22,754,255 | ||||
Operating Loss from Discontinued Operations | (905,000) | (22,172,393) | ||||
Interest income | 6,000 | |||||
Gain on disposal of subsidiary | 997,000 | |||||
Total other income and expense | 1,003,000 | |||||
Net Income Before Income Taxes from discontinued operations | 98,000 | (22,172,393) | ||||
Provision for income tax expenses for discontinued operations | 27,976 | 1,912 | ||||
Net Income (Loss) | 70,024 | (22,174,305) | ||||
Revenues | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | ||
Gross profit | 965,312 | 90,014 | 2,308,953 | 717,447 | (299,362) | |
Operating Expenses | ||||||
Selling, general, and administrative expenses | 3,748,509 | 3,729,746 | 7,419,926 | 6,559,638 | 9,894,146 | |
Goodwill and intangible asset impairment expense | 4,726,000 | |||||
Operating loss | (2,783,197) | (3,639,732) | (5,110,973) | (10,568,191) | (15,476,517) | (33,494,714) |
Other Income and Expense | (76,644) | (76,644) | ||||
Total other income and expense | (502,553) | (22,846) | (822,782) | (30,916) | 29,055 | |
Net loss before income taxes | (3,285,750) | (3,662,578) | (5,933,755) | (10,599,107) | (33,465,659) | |
Provision for income tax expenses | 6,408 | 700 | 37,149 | 700 | 11,366 | 4,171 |
Loss from discontinued operations | (149,000) | (1,147,654) | (294,000) | (1,255,654) | $ 70,024 | $ (22,174,305) |
Discontinued Operations [Member] | ||||||
Revenues | 936,830 | 1,869,830 | ||||
Cost of Revenues | (1,000) | 509,175 | 7,000 | 1,044,175 | ||
Gross profit | (1,000) | 427,655 | (7,000) | 825,655 | ||
Operating Expenses | ||||||
Selling, general, and administrative expenses | 149,000 | 345,293 | 278,000 | 843,293 | ||
Goodwill and intangible asset impairment expense | 1,224,671 | 1,224,671 | ||||
Total operating expenses | 149,000 | 1,569,964 | 278,000 | 2,067,964 | ||
Operating loss | (148,000) | (1,142,309) | (285,000) | (1,242,309) | ||
Other Income and Expense | (5,345) | (7,000) | (12,345) | |||
Total other income and expense | (5,345) | (7,000) | (12,345) | |||
Net loss before income taxes | (148,000) | (1,147,654) | (292,000) | (1,254,654) | ||
Provision for income tax expenses | 1,000 | 2,000 | 1,000 | |||
Loss from discontinued operations | $ (149,000) | $ (1,147,654) | $ (294,000) | $ (1,255,654) |
Schedule of Major Classes of As
Schedule of Major Classes of Assets and Liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||||
Cash | $ 31,874,620 | $ 39,324,529 | $ 5,022,037 | $ 6,065,461 |
Restricted cash | 10,785,568 | 11,132,957 | ||
Accounts receivable, net of allowance | 1,360,528 | 776,530 | 956,555 | |
Equipment, net | 55,782 | 60,218 | 55,105 | |
Total current assets | 48,660,078 | 53,910,565 | 9,488,434 | |
Non-current assets | ||||
Intangibles and goodwill | 3,804,864 | 3,727,933 | 5,551,540 | |
Current Liabilities | ||||
Contract liabilities | 5,633,004 | 2,166,451 | 308,058 | |
Total current liabilities | 59,044,621 | 58,911,033 | 5,860,555 | |
Discontinued Operations [Member] | ||||
Current Assets | ||||
Cash | 301,000 | 648,000 | 690,181 | |
Restricted cash | 1,025,029 | |||
Accounts receivable, net of allowance | 69,000 | 191,000 | 137,405 | |
Prepaid expenses and other current assets | 164,000 | 187,000 | 248,594 | |
Equipment, net | 3,000 | 5,000 | ||
Other Assets | 279,000 | |||
Total current assets | 537,000 | 1,310,000 | 2,101,209 | |
Non-current assets | ||||
Equipment, net | 16,505 | |||
Other assets | 283,632 | |||
Intangibles and goodwill | 1,287,921 | |||
Total non-current assets | 1,588,058 | |||
Current Liabilities | ||||
Accrued expenses | 82,100 | 374,879 | 1,902,477 | |
Contract liabilities | 3,000 | 2,000 | 896,933 | |
Other current liabilities | 736,397 | 838,274 | 534,323 | |
Total current liabilities | $ 821,497 | 1,215,153 | 3,333,733 | |
Non-current liabilities | ||||
Other long-term liabilities | 365,977 | |||
Total liabilities | $ 1,215,213 | $ 3,699,710 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impairment charge | $ (1,515,000) | $ (1,224,671) | ||
Deferred tax asset | 6,683 | 7,474 | ||
Operating activities discontinued operations | $ (53,000) | $ 818,355 | 533,133 | (215,879) |
Investing activities discontinued operations | 10,423 | $ 1,932,000 | ||
Revision of Prior Period, Adjustment [Member] | ||||
Impairment charge | $ 1,224,671 |
Schedule of Loss Per Share and
Schedule of Loss Per Share and Weighted-average (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Less: dividends on series B preferred stock | $ (3,292,158) | $ (3,663,278) | $ (5,970,904) | $ (10,599,807) | $ (15,303,402) | $ (33,469,830) |
Net loss from continuing operations available to ordinary shareholders | (3,341,490) | (3,665,525) | (6,021,185) | (10,605,648) | (15,312,264) | (34,250,214) |
Net income (loss) from discontinued operations, net of tax, available to ordinary shareholders | (149,000) | (1,147,654) | (294,000) | (1,255,654) | 70,024 | (22,174,305) |
Net loss available to ordinary shareholders | $ (3,490,490) | $ (4,813,179) | $ (6,315,185) | $ (11,861,302) | $ (15,242,240) | $ (56,424,519) |
Weighted average shares outstanding, Basic | 2,813,900 | 2,361,974 | 2,813,900 | 2,361,974 | 2,488,477 | 1,430,031 |
Basic and diluted: | ||||||
Net loss from continuing operations per share, basic | $ (1.19) | $ (1.55) | $ (2.14) | $ (4.49) | $ (6.15) | $ (23.95) |
Net income (loss) from discontinued operations per share | 0.03 | (15.51) | ||||
Net loss per share, basic | $ (1.24) | $ (2.04) | $ (2.24) | $ (5.02) | $ (6.12) | $ (39.46) |
Weighted average shares outstanding, diluted | 2,813,900 | 2,361,974 | 2,813,900 | 2,361,974 | 1,430,031 | |
Net loss from continuing operations per share, diluted | $ (1.19) | $ (1.55) | $ (2.14) | $ (4.49) | $ (23.95) | |
Net loss from discontinued operations per share, basic | (0.05) | (0.49) | (0.10) | (0.53) | (15.51) | |
Net loss from discontinued operations per share, diluted | (0.05) | (0.49) | (0.10) | (0.53) | (15.51) | |
Net loss per share, diluted | $ (1.24) | $ (2.04) | $ (2.24) | $ (5.02) | $ (39.46) | |
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Less: dividend accretion on series A preferred stock | $ (373,560) | |||||
Preferred Stock [Member] | Series A Preferred Stock One [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Less: dividend accretion on series A preferred stock | (91,192) | |||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Less: dividends on series B preferred stock | $ (48,633) | $ (48,633) | ||||
Less: dividends on series B preferred stock | $ (8,862) | $ (315,632) | ||||
Preferred Stock [Member] | Series B Preferred Stock One [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Less: dividends on series B preferred stock | $ (699) | $ (2,247) | $ (1,648) | $ (5,841) |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Shares Outstanding (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 1,805,545 | 468,367 | 708,383 | 655,446 |
Equity Option [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 450,221 | 175,005 | ||
Series A-1 Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 7,130 | 5,881 | ||
Series B Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 12,481 | 12,481 | ||
Advisory [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 63,687 | |||
Predunded Warrants [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 125,359 | |||
MTS Warrants [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 8,333 | |||
Purchase Warrants [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 880,000 | |||
Regular Warrants [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 266,667 | 266,667 | ||
Stock Options [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 288,912 | 178,357 | ||
Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 58,775 | |||
Preferred Stock [Member] | Series A-1 Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 6,630 | 5,474 | ||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 12,481 | 12,481 | ||
MTS Warrants [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 8,333 | 8,333 | ||
Predunded Warrants [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 125,359 | 125,359 | ||
Regular Warrants [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Total | 266,667 | 266,667 |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) | Dec. 31, 2022 | Jul. 26, 2021 |
SharpLink Inc [Member] | ||
Exchange ratio | 13.352 | 13.352 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Dec. 20, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Dec. 21, 2022 | |
Related party transactions, description | Alpha has a voting interest in the Company of less than 10%, but has an ownership interest in the Company that exceeds 10%. | ||||||
Rent expense | $ 38,400 | $ 38,400 | |||||
Rent expense | $ 19,200 | $ 19,200 | |||||
Board of Directors Chairman [Member] | |||||||
Related party costs | $ 486,111 | $ 514,764 | $ 1,198,710 | $ 728,986 | |||
Subsequent Event [Member] | |||||||
Convertible note | $ 4,400,000 | ||||||
Sportshub Games Network [Member] | |||||||
Ordinary shares percentage | 4,000% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Feb. 15, 2023 USD ($) $ / shares shares | Jan. 20, 2023 | Jun. 30, 2023 USD ($) shares | May 23, 2023 USD ($) | Apr. 23, 2023 ₪ / shares shares | Apr. 22, 2023 ₪ / shares shares | Apr. 03, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 10, 2023 USD ($) | Feb. 14, 2023 USD ($) $ / shares | Feb. 13, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 22, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Jul. 26, 2021 $ / shares | Dec. 31, 2020 USD ($) | [1] |
Subsequent Event [Line Items] | |||||||||||||||||||
Long-term debt | $ 3,464,698 | $ 3,967,975 | $ 1,267,199 | ||||||||||||||||
Aggregate principal amount | $ 4,400,000 | $ 4,400,000 | 109,165 | ||||||||||||||||
Class of warrant exercise price | $ / shares | $ 45 | $ 6.30 | $ 68 | ||||||||||||||||
FDIC insured limit | $ 250,000 | ||||||||||||||||||
Share price | (per share) | ₪ 0.60 | ₪ 0.06 | $ 2.90 | ||||||||||||||||
Common stock, shares outstanding | shares | 2,688,541 | 26,881,244 | 2,688,541 | 2,236,615 | |||||||||||||||
Common stock, shares authorized | shares | 9,290,000 | 9,290,000 | 9,290,000 | ||||||||||||||||
Stockholders equity | $ (1,784,494) | $ 1,489,034 | $ 2,986,517 | $ 4,581,521 | $ 7,527,612 | $ 14,191,456 | $ 1,355,511 | ||||||||||||
Accumulated deficit | (79,879,178) | $ (73,565,641) | $ (58,332,263) | ||||||||||||||||
Nasdaq Stock Market [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Stockholders equity | 1,489,034 | $ 2,500,000 | 1,489,034 | ||||||||||||||||
Accumulated deficit | $ 1,784,494 | $ 1,784,494 | |||||||||||||||||
M And AA [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common stock, shares authorized | shares | 9,290,000 | 92,900,000 | |||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Class of warrant exercise price | $ / shares | $ 4.0704 | ||||||||||||||||||
Original issue underlying excess rate | 19.99% | ||||||||||||||||||
Senior Convertible Debenture [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Long-term debt | $ 7 | ||||||||||||||||||
Aggregate principal amount | $ 4,000,000 | 4,400,000 | |||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Reverse stock split | the Company held an Extraordinary General Meeting of Shareholders and approved a reverse share split of the Company’s ordinary shares, par value NIS 0.06 per share, by a ratio of up to and including 20:1, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors; and amendments to the Company’s Amended and Restated Articles and Memorandum of Association to effect such reverse share split | ||||||||||||||||||
Aggregate principal amount | $ 4,400,000 | ||||||||||||||||||
Purchase of warrant | shares | 880,000 | ||||||||||||||||||
Class of warrant exercise price | $ / shares | $ 8.75 | ||||||||||||||||||
Original issue underlying excess rate | 9.99% | ||||||||||||||||||
Share price | ₪ / shares | ₪ 0.60 | ₪ 0.06 | |||||||||||||||||
Common stock, shares outstanding | shares | 26,881,244 | ||||||||||||||||||
Subsequent Event [Member] | M And AA [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common stock, shares authorized | shares | 9,290,000 | 92,900,000 | |||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate principal amount | $ 7,000,000 | ||||||||||||||||||
Principal amount of promissory note | 5,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Promissory Note [Member] | Lendor [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate principal amount | 1,267,199 | ||||||||||||||||||
Subsequent Event [Member] | Senior Convertible Debenture [Member] | Lendor [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Aggregate principal amount | 2,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Promissory Note One [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Original principal amount | 5,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Platinum Bank [Member] | Two Thousend Twenty Three Revolving Credit Agreement [Member] | Promissory Note [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Long-term debt | $ 7,000,000 | ||||||||||||||||||
Subsequent Event [Member] | Silicon Valley Bank [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
FDIC insured limit | $ 336,000 | ||||||||||||||||||
FDIC insured limit | $ 250,000 | ||||||||||||||||||
Purchase price | $ 140,000 | ||||||||||||||||||
[1]Equity structure was adjusted for all periods presented using the exchange ratio established in the Go-Public Merger Agreement with Mer Telemanagement Solutions Ltd. to reflect the number of shares of the legal parent, SharpLink, Inc. (the accounting acquiree) issued in the MTS Merger (reverse acquisition). See Note 3 for a discussion of the MTS Merger. |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) | 6 Months Ended | 12 Months Ended | |||||
Jul. 26, 2021 | Jun. 30, 2023 shares | Dec. 31, 2022 shares | Apr. 23, 2023 ₪ / shares shares | Apr. 22, 2023 ₪ / shares shares | Dec. 22, 2022 $ / shares | Dec. 31, 2021 shares | |
Restructuring Cost and Reserve [Line Items] | |||||||
Variable interest rate | 8.75% | 8.25% | |||||
Share price | (per share) | ₪ 0.60 | ₪ 0.06 | $ 2.90 | ||||
Common stock, shares issued | 2,688,541 | 2,688,541 | 26,881,244 | 2,236,615 | |||
Common stock, shares outstanding | 2,688,541 | 2,688,541 | 26,881,244 | 2,236,615 | |||
Common Stock, Shares Authorized | 9,290,000 | 9,290,000 | 9,290,000 | ||||
M And AA [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Common Stock, Shares Authorized | 9,290,000 | 92,900,000 | |||||
Mer Telemanagement Solutions Ltd [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Variable interest rate | 86% |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | Dec. 31, 2021 |
Term loan | $ 3,464,698 | $ 3,967,975 | $ 1,267,199 | |
Less unamortized debt issuance costs | 13,527 | |||
Less current portion | 1,042,436 | |||
Long-term debt | 2,408,735 | $ 2,931,698 | ||
Sports Hub Acquisition [Member] | ||||
Term loan | 1,071,007 | |||
Four Cubed Acquisition Company LLC [Member] | ||||
Term loan | $ 2,393,691 |
Schedule of Debt (Details) (Par
Schedule of Debt (Details) (Paranthetical) - USD ($) | Jun. 30, 2023 | Feb. 14, 2023 | Dec. 31, 2022 |
Debt face amount | $ 4,400,000 | $ 4,400,000 | $ 109,165 |
Sports Hub Acquition [Member] | |||
Debt face amount | 2,000,000 | ||
Four Cubed Acquisition Company LLC [Member] | |||
Debt face amount | $ 3,250,000 |
Schedule of Outstanding Amoun_2
Schedule of Outstanding Amount of Debt (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 22, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
For the remaining six months ended December 31, 2023 | $ 515,152 | $ 1,018,918 | |
2024 | 1,066,714 | 1,066,808 | |
2025 | 1,120,272 | 1,119,689 | |
2026 | 700,256 | 700,256 | |
2027 | 62,304 | 62,304 | |
Long term debt | $ 3,464,698 | $ 3,967,975 | $ 1,267,199 |
Additional Balance Sheet Info_3
Additional Balance Sheet Information (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accumulated depreciation | $ 116,148 | $ 116,148 | $ 100,733 | |||
Depreciation expense | 5,387 | $ 6,119 | 15,414 | $ 12,790 | 25,345 | $ 28,891 |
Amortization expense | $ 192,316 | $ 271,771 | $ 380,435 | $ 570,213 | $ 1,140,472 | $ 241,253 |
Summary of Convertible Debentur
Summary of Convertible Debenture Recorded at Fair value (Details) - USD ($) | Jun. 30, 2023 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||||
Principal amount | $ 4,400,000 | $ 4,400,000 | $ 109,165 | |
Unamortized discount for warrants | 1,027,450 | |||
Unamortized discount for OID | 350,001 | |||
Accrued interest expense | (130,192) | 0 | ||
Balance of convertible debenture as of June 30, 2023: | 3,830,778 | |||
Changes Measurement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Change in fair value | $ (678,037) |
Schedule of Consolidated Financ
Schedule of Consolidated Financial Assets and Liabilities Measured at Fair Value (Details) | Jun. 30, 2023 USD ($) |
Warrant [Member] | |
Short-Term Debt [Line Items] | |
Total | $ 1,174,229 |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | |
Short-Term Debt [Line Items] | |
Total | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | |
Short-Term Debt [Line Items] | |
Total | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |
Short-Term Debt [Line Items] | |
Total | 1,174,229 |
Convertible Debt [Member] | |
Short-Term Debt [Line Items] | |
Total | 3,830,778 |
Convertible Debt [Member] | Fair Value, Inputs, Level 1 [Member] | |
Short-Term Debt [Line Items] | |
Total | |
Convertible Debt [Member] | Fair Value, Inputs, Level 2 [Member] | |
Short-Term Debt [Line Items] | |
Total | |
Convertible Debt [Member] | Fair Value, Inputs, Level 3 [Member] | |
Short-Term Debt [Line Items] | |
Total | $ 3,830,778 |
Significant Unobservable Inputs
Significant Unobservable Inputs (level 3) and Related Expenses and Losses (Details) - USD ($) | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Platform Operator, Crypto-Asset [Line Items] | |||||
Fair Value, December 31, 2022 | |||||
Issuance of convertible debenture | $ 3,250,000 | ||||
Accretion for discount for OID | $ 50,000 | ||||
Fair Value, June 30, 2023 | 3,830,778 | 3,830,778 | |||
Fair Value, Inputs, Level 3 [Member] | |||||
Platform Operator, Crypto-Asset [Line Items] | |||||
Fair Value, December 31, 2022 | |||||
Issuance of convertible debenture | 2,825,771 | ||||
Accretion for discount for warrants | 146,778 | ||||
Accretion for discount for OID | 50,000 | ||||
Interest expense | 130,192 | ||||
Change in fair value | 678,037 | ||||
Fair Value, June 30, 2023 | $ 3,830,778 | $ 3,830,778 |
Schedule of CCC Spreads (Detail
Schedule of CCC Spreads (Details) - Measurement Input, Credit Spread [Member] | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Issuance February 14, 2023 | 4.13% |
Fair Value June 30, 2023 | 2.21% |
Schedule of Warrant Activity (D
Schedule of Warrant Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Convertible Debenture And Warrant | ||
Number of shares outstanding beginning | 455,713 | |
Weighted average exercise price per share beginning | $ 0.39 | |
Weighted average Remaining life years | 3 years 10 months 24 days | 2 years 11 months 23 days |
Number of shares outstanding previously issued regular warrants | (266,667) | |
Weighted average exercise price per share previously issued regular warrants | $ (8.93) | |
Weighted average Remaining life years previously issued regular warrants | 5 months 23 days | |
Number of shares outstanding revalued regular warrants | 266,667 | |
Weighted average exercise price per share revalued regular warrants | $ 0.12 | |
Weighted average Remaining life years revalued regular warrants | 5 months 23 days | |
Number of shares outstanding issued and vested | 880,000 | |
Weighted average exercise price per share issued and vested | $ 2.68 | |
Weighted average Remaining life years issued and vested | 3 years 18 days | |
Number of shares outstanding ending | 1,335,713 | 455,713 |
Weighted average exercise price per share ending | $ 2.84 | $ 0.39 |
Schedule of Companies Reportabl
Schedule of Companies Reportable Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | $ 7,288,029 | $ 2,635,757 |
Cost of revenues | 2,292,045 | 1,661,241 | 4,338,795 | 2,930,143 | 6,154,434 | 2,935,119 |
Income (loss) from operations | (2,783,197) | (3,639,732) | (5,110,973) | (10,568,191) | (15,476,517) | (33,494,714) |
Loss from discontinued operations | (149,000) | (1,147,654) | (294,000) | (1,255,654) | 70,024 | (22,174,305) |
Net income (loss) | (3,441,158) | (4,810,932) | (6,264,904) | (11,855,461) | (55,644,135) | |
Affiliate Marketing Services United States [Member] | ||||||
Revenue | 305,571 | 108,509 | 585,347 | 170,031 | 415,450 | 211,528 |
Cost of revenues | 192,275 | 23,374 | 407,731 | 45,287 | ||
Income (loss) from operations | (2,072,433) | (3,149,607) | (4,093,441) | (5,372,255) | ||
Loss from discontinued operations | ||||||
Net income (loss) | (2,715,488) | (3,139,119) | (5,209,944) | (5,349,453) | ||
Affiliate Marketing Services International [Member] | ||||||
Revenue | 1,124,887 | 840,212 | 2,133,164 | 1,763,962 | 3,427,698 | |
Cost of revenues | 791,869 | 514,153 | 1,459,775 | 1,043,565 | ||
Income (loss) from operations | (108,458) | (104,459) | (197,858) | (4,907,160) | ||
Loss from discontinued operations | ||||||
Net income (loss) | (135,848) | (138,493) | (253,728) | (4,961,578) | ||
Sports Gaming Client Services [Member] | ||||||
Revenue | 698,529 | 802,534 | 1,763,544 | 1,713,597 | 2,493,685 | 2,424,229 |
Cost of revenues | 929,732 | 1,123,714 | 1,696,610 | 1,841,291 | ||
Income (loss) from operations | (301,345) | (385,666) | (91,834) | (288,776) | ||
Loss from discontinued operations | ||||||
Net income (loss) | (301,345) | (385,666) | (91,834) | (288,776) | ||
Sports Hub Gaming Network [Member] | ||||||
Revenue | 1,128,370 | 2,165,693 | 951,196 | |||
Cost of revenues | 378,169 | 774,679 | ||||
Income (loss) from operations | (300,961) | (727,840) | ||||
Loss from discontinued operations | ||||||
Net income (loss) | (139,477) | (415,398) | ||||
Enterprise TEM [Member] | ||||||
Revenue | ||||||
Cost of revenues | ||||||
Income (loss) from operations | ||||||
Loss from discontinued operations | (149,000) | (1,147,654) | (294,000) | (1,255,654) | ||
Net income (loss) | $ (149,000) | $ (1,147,645) | $ (294,000) | $ (1,255,654) |
Schedule of Revenues by Country
Schedule of Revenues by Country (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 |
Affiliate Marketing Services United States [Member] | ||||
Revenues | 305,571 | 108,509 | 585,347 | 170,031 |
Affiliate Marketing Services International [Member] | ||||
Revenues | 1,124,887 | 840,212 | 2,133,164 | 1,763,962 |
Sports Gaming Client Services [Member] | ||||
Revenues | 698,529 | 802,534 | 1,763,544 | 1,713,597 |
Sports Hub Gaming Network [Member] | ||||
Revenues | 1,128,370 | 2,165,693 | ||
Enterprise TEM [Member] | ||||
Revenues | ||||
UNITED STATES | ||||
Revenues | 2,132,470 | 911,043 | 4,514,584 | 1,883,628 |
UNITED STATES | Affiliate Marketing Services United States [Member] | ||||
Revenues | 305,571 | 108,509 | 585,347 | 170,031 |
UNITED STATES | Affiliate Marketing Services International [Member] | ||||
Revenues | ||||
UNITED STATES | Sports Gaming Client Services [Member] | ||||
Revenues | 698,529 | 802,534 | 1,763,544 | 1,713,597 |
UNITED STATES | Sports Hub Gaming Network [Member] | ||||
Revenues | 1,128,370 | 2,165,693 | ||
UNITED STATES | Enterprise TEM [Member] | ||||
Revenues | ||||
Rest Of World [Member] | ||||
Revenues | 1,124,887 | 840,212 | 2,133,164 | 1,763,962 |
Rest Of World [Member] | Affiliate Marketing Services United States [Member] | ||||
Revenues | ||||
Rest Of World [Member] | Affiliate Marketing Services International [Member] | ||||
Revenues | 1,124,887 | 840,212 | 2,133,164 | 1,763,962 |
Rest Of World [Member] | Sports Gaming Client Services [Member] | ||||
Revenues | ||||
Rest Of World [Member] | Sports Hub Gaming Network [Member] | ||||
Revenues | ||||
Rest Of World [Member] | Enterprise TEM [Member] | ||||
Revenues |
Schedule of Percentage of Con_2
Schedule of Percentage of Consolidated Revenues Derived from Large Customers (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Customerr A [Member] | |||||
Product Information [Line Items] | |||||
Percentage of consolidated revenues | 15% | 2% | 35% | 15% | |
Customer B [Member] | |||||
Product Information [Line Items] | |||||
Percentage of consolidated revenues | 13% | 41% | 10% | 10% | |
Customer C [Member] | |||||
Product Information [Line Items] | |||||
Percentage of consolidated revenues | 10% | 21% | [1] | 10% | |
[1]Revenue from customer was less than 10% for the years ended December 31, 2022 and 2021. |
Schedule of Revenue Recognize_2
Schedule of Revenue Recognized Point in Time and Over Time (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | $ 3,257,357 | $ 1,751,255 | $ 6,647,748 | $ 3,647,590 | $ 7,288,029 | $ 2,635,757 |
Transferred at Point in Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 1,583,013 | 840,212 | 3,247,313 | 1,763,961 | 4,298,366 | |
Transferred over Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 1,674,344 | 911,043 | 3,400,435 | 1,883,629 | 2,989,663 | 2,635,757 |
Affiliate Marketing Services US [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 305,571 | 108,509 | 585,347 | 170,032 | 415,450 | 211,528 |
Affiliate Marketing Services US [Member] | Transferred at Point in Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 218,638 | 443,123 | 62,250 | |||
Affiliate Marketing Services US [Member] | Transferred over Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 86,933 | 108,509 | 142,224 | 170,032 | 353,200 | 211,528 |
Affiliate Marketing Services International [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 1,124,887 | 840,212 | 2,133,164 | 1,763,961 | 3,427,698 | |
Affiliate Marketing Services International [Member] | Transferred at Point in Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 1,124,887 | 840,212 | 2,133,164 | 1,763,961 | 3,427,698 | |
Affiliate Marketing Services International [Member] | Transferred over Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | ||||||
Sports Gaming Client Services [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 698,529 | 802,534 | 1,763,544 | 1,713,597 | 2,493,685 | 2,424,229 |
Sports Gaming Client Services [Member] | Transferred at Point in Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | ||||||
Sports Gaming Client Services [Member] | Transferred over Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 698,529 | 802,534 | 1,763,544 | 1,713,597 | 2,493,685 | 2,424,229 |
Sports Hub Gaming Network [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 1,128,370 | 2,165,693 | 951,196 | |||
Sports Hub Gaming Network [Member] | Transferred at Point in Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 239,488 | 671,026 | 808,418 | |||
Sports Hub Gaming Network [Member] | Transferred over Time [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | $ 888,882 | $ 1,494,667 | $ 142,778 |
Convertible Debenture and War_3
Convertible Debenture and Warrant (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Nov. 01, 2023 | Feb. 15, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Feb. 14, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | Jul. 26, 2021 | |
Debt Instrument [Line Items] | |||||||||||||
Debt instrument interest rate stated percentage | 10% | ||||||||||||
Debt instrument interest rate effective percentage | 8% | ||||||||||||
Principal amount | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | $ 109,165 | ||||||||
Convertible conversion price1 | $ 16.46 | ||||||||||||
Term loan | 3,464,698 | 3,464,698 | 3,464,698 | $ 3,967,975 | $ 1,267,199 | ||||||||
initial debt discount | $ 383,333 | ||||||||||||
Change in fair value of the convertible debenture | $ (422,808) | (678,037) | (678,037) | ||||||||||
Accretion for discount for OID | $ 50,000 | ||||||||||||
Class of warrant exercise price | $ 6.30 | $ 45 | $ 68 | ||||||||||
Debt discount | $ 1,174,229 | 1,174,229 | |||||||||||
Amortization of debt discount | $ 146,778 | ||||||||||||
Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Purchase of warrant | $ 880,000 | ||||||||||||
Warrant exercise price | $ 8.75 | ||||||||||||
Original issue underlying excess rate | 19.99% | ||||||||||||
Initial conversion price per share | $ 8.75 | ||||||||||||
Class of warrant exercise price | $ 4.0704 | ||||||||||||
Beneficial ownership percentage | 9.99% | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument interest rate stated percentage | 10% | ||||||||||||
Debt instrument interest rate effective percentage | 8% | ||||||||||||
Principal amount | $ 4,400,000 | ||||||||||||
Original issue underlying excess rate | 9.99% | ||||||||||||
Class of warrant exercise price | $ 8.75 | ||||||||||||
Senior Convertible Debenture [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument interest rate stated percentage | 8% | ||||||||||||
Debt instrument interest rate effective percentage | 10% | ||||||||||||
Principal amount | $ 4,000,000 | $ 4,400,000 | |||||||||||
Convertible conversion price1 | $ 7 | ||||||||||||
Term loan | $ 7 | ||||||||||||
Reset price | $ 4.1772 | ||||||||||||
Convertible conversion price1 | $ 3 | ||||||||||||
Senior Convertible Debenture [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument accrued interest | $ 209,524 | ||||||||||||
Debt conversion description | The Monthly Redemption Amount will be paid in cash; provided, that the Company may elect to pay all or a portion of a Monthly Redemption Amount in ordinary shares of the Company, based on a conversion price equal to the lesser of (i) the then Conversion Price of the Debenture and (ii) 80% of the average of the VWAPs (as defined in the Debenture) for the five consecutive trading days ending on the trading day that is immediately prior to the applicable Monthly Redemption Date. | ||||||||||||
Debt instrument description | The Debenture initially accrues interest at the rate of 8% per annum for the first 12 months from the February 15, 2023, at the rate of 10% per annum for the ensuing 12 months, and thereafter until Maturity, at the rate of 12%, Interest may be paid in cash or ordinary shares of the Company or a combination thereof at the option of the Company; provided that interest may only be paid in shares if the Equity Conditions (as defined in the Debenture) have been satisfied, including Shareholder Approval. The Debenture includes a beneficial ownership blocker of 9.99%. |