Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 29, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Intellicheck, Inc. | ||
Entity Central Index Key | 0001040896 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 111,615,707 | ||
Entity Common Stock, Shares Outstanding | 18,593,757 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 13,121,392 | $ 3,350,853 |
Accounts receivable, net of allowance of $42,974 and $42,055 as of December 31, 2020, and 2019, respectively | 2,119,861 | 1,674,894 |
Other current assets | 340,718 | 354,349 |
Total current assets | 15,581,971 | 5,380,096 |
PROPERTY AND EQUIPMENT, net | 138,870 | 181,731 |
GOODWILL | 8,101,661 | 8,101,661 |
INTANGIBLE ASSETS, net | 482,591 | 174,237 |
OPERATING LEASE RIGHT-OF-USE ASSET | 31,131 | 151,668 |
OTHER ASSETS | 4,250 | 7,778 |
Total assets | 24,340,474 | 13,997,171 |
CURRENT LIABILITIES: | ||
Accounts payable | 46,171 | 95,388 |
Accrued expenses | 1,638,798 | 1,408,086 |
Operating lease liability, current portion | 32,620 | 125,851 |
Deferred revenue, current portion | 402,782 | 572,391 |
Total current liabilities | 2,120,371 | 2,201,716 |
OTHER LIABILITIES | ||
Deferred revenue, long-term portion | 8,662 | 13,322 |
Operating lease liability, long-term portion | 32,620 | |
Total liabilities | 2,129,033 | 2,247,658 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock - $.001 par value; 40,000,000 shares authorized; 18,410,458 and 16,041,650 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 18,410 | 16,042 |
Additional paid-in capital | 138,569,746 | 128,668,583 |
Accumulated deficit | (116,376,715) | (116,935,112) |
Total stockholders' equity | 22,211,441 | 11,749,513 |
Total liabilities and stockholders' equity | $ 24,340,474 | $ 13,997,171 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for accounts receivable | $ 42,974 | $ 42,055 |
Common stock, par value | $ 0.001 | $ .001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 18,410,458 | 16,041,650 |
Common stock, shares outstanding | 18,410,458 | 16,041,650 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUES | $ 10,734,509 | $ 7,663,658 |
COST OF REVENUES | (1,425,802) | (995,791) |
Gross profit | 9,308,707 | 6,667,867 |
OPERATING EXPENSES | ||
Selling, general and administrative | 5,893,371 | 5,658,958 |
Research and development | 3,674,987 | 3,656,679 |
Total operating expenses | 9,568,358 | 9,315,637 |
Loss from operations | (259,651) | (2,647,770) |
OTHER INCOME | ||
Gain on forgiveness of unsecured promissory note | 796,100 | |
Interest and other income | 21,948 | 99,059 |
Total other income | 818,048 | 99,059 |
Net income (loss) | $ 558,397 | $ (2,548,711) |
PER SHARE INFORMATION: | ||
Income (Loss) per common share - Basic | $ 0.03 | $ (0.16) |
Income (Loss) per common share - Diluted | $ 0.03 | $ (0.16) |
Weighted average common shares used in computing per share amounts - Basic | 17,324,150 | 15,792,470 |
Weighted average common shares used in computing per share amounts - Diluted | 18,020,866 | 15,792,470 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2018 | $ 15,639 | $ 127,290,467 | $ (114,386,401) | $ 12,919,705 |
Balance, shares at Dec. 31, 2018 | 15,638,765 | |||
Stock-based compensation expense | 584,865 | 584,865 | ||
Exercise of stock options, net of cashless exercise of shares | $ 73 | 89,427 | 89,500 | |
Exercise of stock options, net of cashless exercise of shares, shares | 73,008 | |||
Exercise of warrants | $ 321 | 703,833 | 704,154 | |
Exercise of warrants, shares | 320,070 | |||
Issuance of shares for vested restricted stock grants | $ 9 | (9) | ||
Issuance of shares for vested restricted stock grants, shares | 9,807 | |||
Net loss | (2,548,711) | (2,548,711) | ||
Balance at Dec. 31, 2019 | $ 16,042 | 128,668,583 | (116,935,112) | 11,749,513 |
Balance, shares at Dec. 31, 2019 | 16,041,650 | |||
Stock-based compensation expense | 409,477 | 409,477 | ||
Exercise of stock options, net of cashless exercise of shares | $ 690 | 203,468 | 204,158 | |
Exercise of stock options, net of cashless exercise of shares, shares | 689,901 | |||
Exercise of warrants | $ 51 | 111,599 | 111,650 | |
Exercise of warrants, shares | 50,750 | |||
Issuance of shares for vested restricted stock grants | $ 24 | (24) | ||
Issuance of shares for vested restricted stock grants, shares | 24,778 | |||
Issuance of common stock, net of costs | $ 1,769 | 10,567,698 | 10,569,467 | |
Issuance of common stock, net of costs, shares | 1,769,230 | |||
Settlement of executive bonuses with issuance of restricted stock units | $ 15 | 84,695 | 84,710 | |
Settlement of executive bonuses with issuance of restricted stock units, shares | 14,993 | |||
Shares forfeited in exchange for withholding taxes | $ (181) | (1,475,750) | (1,475,931) | |
Shares forfeited in exchange for withholding taxes, shares | (180,844) | |||
Net loss | 558,397 | 558,397 | ||
Balance at Dec. 31, 2020 | $ 18,410 | $ 138,569,746 | $ (116,376,715) | $ 22,211,441 |
Balance, shares at Dec. 31, 2020 | 18,410,458 |
Statements of Stockholders' E_2
Statements of Stockholders' Equity (Parenthetical) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Exercise of stock options, net of cashless exercise of shares | 93,840 | 21,864 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 558,397 | $ (2,548,711) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 179,405 | 249,895 |
Stock-based compensation expense | 409,477 | 584,865 |
Change in provision for doubtful accounts | 919 | 17,380 |
Forgiveness of unsecured promissory note | (796,100) | |
Changes in assets and liabilities: | ||
(Increase) in accounts receivable | (445,886) | (672,840) |
(Increase) in other current assets | (15,385) | (28,317) |
Decrease in other assets | 3,528 | 1,964 |
Increase in accounts payable and accrued expenses | 260,892 | 703,223 |
(Decrease) in deferred revenue | (174,269) | (148,309) |
Net cash used in operating activities | (19,022) | (1,840,850) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of software license | (400,000) | |
Purchases of property, plant and equipment | (44,900) | (20,088) |
Collection on note receivable | 29,017 | 42,120 |
Net cash (used in) provided by investing activities | (415,883) | 22,032 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of common stock | 10,569,467 | |
Loan proceeds on unsecured promissory note under Paycheck Protection Program | 796,100 | |
Loan proceeds on unsecured promissory note under Economic Injury Disaster Loan program | 10,000 | |
Net proceeds from issuance of common stock from exercise of stock options | 204,158 | 89,500 |
Proceeds from issuance of common stock from exercise of warrants | 111,650 | 704,154 |
Withholding taxes paid on exercise of stock options and vesting of restricted stock units | (1,475,931) | |
Loan payments on unsecured promissory note | (10,000) | |
Net cash provided by financing activities | 10,205,444 | 793,654 |
Net increase (decrease) in cash | 9,770,539 | (1,025,164) |
CASH, beginning of year | 3,350,853 | 4,376,017 |
CASH, end of year | 13,121,392 | 3,350,853 |
Supplemental disclosure of noncash investing and financing activities: | ||
Settlement of executive bonuses with restricted stock units | $ 84,710 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. NATURE OF BUSINESS Business Intellicheck, Inc. (the “Company” or “Intellicheck”) is a prominent technology company that is engaged in developing, integrating and marketing identity verification solutions to address challenges that include commercial retail and banking fraud prevention. Intellicheck’s products include ID Check®, a solution for preventing identity fraud across any industry delivered via smartphone, tablet, POS integration or other electronic devices. Intellicheck continues to develop and release innovative products based upon its rich patent portfolio consisting of nineteen issued patents and four pending. Liquidity For the year ended December 31, 2020, the Company generated net income of $558,397 and used cash in operations of $19,022. As of December 31, 2020, the Company had cash of $13,121,392 and an accumulated deficit of $116,376,715. On June 23, 2020, the Company completed a public offering of 1,769,230 shares of its common stock, offered to the public at $6.50 per share resulting in net proceeds to the Company of approximately $10,570,000 after deducting underwriters discounts and commissions paid by the Company and after deducting direct offering costs. Intellicheck intends to use these net proceeds for general corporate purposes and working capital. This public offering is referenced in Note 10. Based on the Company’s business plan and cash resources, Intellicheck expects its existing and future resources and revenues generated from operations to satisfy its working capital requirements for at least the next 12 months from the date of filing. As of the filing of this Form 10-K, the COVID-19 pandemic has impacted the Company’s business and will likely continue to impact its business directly and/or indirectly for the foreseeable future. The Company is unable to accurately predict the full impact that the COVID-19 pandemic will have on its results of operations or financial condition due to numerous factors that are not within its control, including the duration and severity of the outbreak together with any potential statewide closures resulting from the recent increases in cases nationwide. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. SIGNIFICANT ACCOUNTING POLICIES Allowance for Doubtful Accounts The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect customers’ ability to pay. Long-Lived Assets and Impairment of Long-Lived Assets The Company’s long-lived assets include property and equipment, goodwill, and intangible assets. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC topic 350 and ASC Topic 360 to determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets. Impairment is measured at fair value. Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives ranging from three to ten-years using the straight-line method. Leasehold improvements are amortized utilizing the straight-line method over the lesser of the term of the lease or estimated useful life of the asset. Goodwill Goodwill represents the excess of acquisition cost over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. The Company performed its annual impairment test of goodwill in the fourth quarter for the years ended December 31, 2020 and 2019. For the years ended December 31, 2020 and 2019, the Company determined no impairment charge was required. Intangible Assets Intangible assets include trade names, patents, and non-contractual customer relationships as described more fully in Note 4. The Company uses the straight-line method to amortize these assets over their estimated useful lives. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC Topic 360. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets. There were no impairment charges recognized for the years ended December 31, 2020 and 2019. Revenue Recognition and Deferred Revenue General Most license fees and services revenue are generated from a combination of fixed-price and per-scan contracts. Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with the Company’s software. Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access the Company’s software. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date. Invoicing is based on schedules established in customer contracts. Payment terms are generally established at 30 to 60 days from the invoice date. Product returns are recorded as a reduction to revenue. Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Nature of goods and services The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Software as a Service (SaaS) Software as a service (SaaS) for hosted subscription services and licensed software allows customers to access a set of data for a predetermined length of time. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on the usage of the hosted subscription services and licensed software, which can vary from month to month. The revenue is typically based either on a formula such as number of locations using the service in a given month multiplied by a fee per location or the number of actual scans in a given month multiplied by a set price per scan based on the contract with the customer. Other Subscription and Support Services The Company also recognizes revenues from other subscription and support services, which includes jurisdictional updates to certain commercial customers and support services particularly to its Defense ID® customers. These subscriptions require continuing service or post contractual customer support and performance. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on usage, which can vary from month to month. The revenue is typically based on a formula such as number of locations in a given month multiplied by a fee per location. Equipment Revenue Revenue from the sale of equipment is recognized at a point in time. The point in time that the revenue is recognized is when the customer has control of the equipment which is when the customer receives the benefit and the Company’s performance obligation has been satisfied. Depending on the contract terms, that could either be at the time the equipment is shipped or at the time the equipment is received. Non-Recurring Services Revenue The non-recurring services include items such as training, installation, customization, and configuration. The Company recognizes revenue from non-recurring services contracts ratably over the service contract period as the customer consumes the benefit as it is provided and the Company’s performance obligation has been satisfied. Extended Warranty Extended warranty revenues are generated when a warranty is provided to the customer separately of other performance obligations when the equipment is sold. As the customer obtains access at a point in time and continues to have access for the remainder of the warranty term, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. The related revenue is recognized ratably over the specified term of the warranty period. The extended warranty is separate to the Company’s standard warranty of usually one year that it receives from its vendor. Disaggregation of revenue In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue. For the Years Ended December 31, 2020 2019 Products and services Software as a Service (SaaS) $ 9,372,856 $ 6,102,280 Other subscription and support services 199,302 682,325 Equipment 1,045,021 480,304 Non-recurring services 77,950 330,895 Extended warranties on equipment 20,668 59,146 Other 18,712 8,708 $ 10,734,509 $ 7,663,658 Timing of revenue recognition Products transferred at a point in time $ 1,063,733 $ 489,012 Services transferred over time 9,670,776 7,174,646 $ 10,734,509 $ 7,663,658 Contract balances The current portion of deferred revenue at December 31, 2020 and December 31, 2019 was $402,782 and $572,391, respectively, and primarily consists of revenue that is recognized over time for one-year software license contracts and hosted subscription services. The changes in these balances are related to the satisfaction or partial satisfaction of these contracts. Of these balances, as of December 31, 2019, $574,444 was recognized as revenue for the year ended December 31, 2020. The long-term portion of deferred revenue is $8,662 and $13,322 as of December 31, 2020 and December 31, 2019, respectively. The Company did not recognize any material revenue in the current reporting period for performance obligations that were fully satisfied in previous periods. Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period: 2021 2022 2023 Total Software as a Service (SaaS) $ 382,238 $ - $ - $ 382,238 Other subscription and support services 12,438 4,370 1,463 18,271 Extended warranties on equipment 8,106 2,145 684 10,935 $ 402,782 $ 6,515 $ 2,147 $ 411,444 All consideration from contracts with customers is included in the amounts presented above. Research and Development Costs Research and development costs are charged to expense as incurred. Shipping Costs The Company’s shipping and handling costs are included in cost of revenues for all periods presented. Income Taxes The Company accounts for income taxes under in accordance with ASC Topic 740, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. The Company has recorded a full valuation allowance for its net deferred tax assets as of December 31, 2020 and 2019, due to the uncertainty of the realizability of those assets. Fair Value of Financial Instruments The Company adheres to the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”. This pronouncement requires that the Company calculate the fair value of financial instruments and include this additional information in the notes to financial statements when the fair value is different than the book value of those financial instruments. The Company’s financial instruments include cash, accounts receivable, note receivable, accounts payable and accrued expenses. At December 31, 2020 and 2019, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature. Business Concentration and Credit Risk Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash. The Company maintains cash with one financial institution. The Company performs periodic evaluations of the relative credit standing of these institutions. The Company’s sales are principally made to large retail customers, financial institutions concentrated in the United States of America and to U.S. government entities. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends, and other information. During the year ended December 31, 2020, the Company had two customers that accounted for 41% of revenue. The revenue was associated with commercial identity sales customers. These customers represented 52% of total accounts receivable as of December 31, 2020. During the year ended December 31, 2019, the Company had three customers that accounted for 39% of revenue. As of December 31, 2020, the Company had three suppliers to produce its input devices. The Company has modified its software to operate in windows-based systems and can integrate with different hardware platforms that are readily available in the marketplace. The Company does not maintain a manufacturing facility of its own and is not dependent on maintaining its production relationships due to the flexibility of its software to run on multiple existing platforms. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of these common stock equivalents comprising of outstanding options, warrants and restricted stock is reflected in diluted earnings per share by application of the treasury stock method. The calculation of diluted net income (loss) per share excludes all anti-dilutive shares. All shares were considered anti-dilutive due to the net income (loss) for each of the respective years ended. Years Ended December 31, 2020 2019 Numerator: Net Income (Loss) $ 558,397 $ (2,548,711 ) Denominator: Weighted average common shares – Basic 17,324,150 15,792,470 Dilutive effect of equity incentive plans 696,716 - Weighted average common shares – Diluted 18,020,866 15,792,470 Net Income (Loss) per share – Basic $ 0.03 $ (0.16 ) Diluted $ 0.03 $ (0.16 ) The following table summarizes the common stock equivalents excluded from income (loss) per diluted share because their effect would be anti-dilutive: 2020 2019 Stock options - 1,436,623 Warrants - 63,430 Restricted stock - 2,670 Performance stock units - - Total 1,502,723 Share Based Compensation The Company accounts for the issuance of equity awards to employees in accordance ASC Topic 718 and 505, which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. This pronouncement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all companies to apply a fair value-based measurement method in accounting for all share-based payment transactions with employees. Period compensation costs are included in selling, general and administrative and research and development expenses. The Company recognizes compensation expense related to stock option grants on a straight-line basis over the vesting period. Comprehensive Income (Loss) The Company’s comprehensive income (loss) is equal to its net income (loss) for the years ended December 31, 2020 and 2019. Segment Information The Company adheres to the provisions of ASC Topic 280, which establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial statements issued to shareholders. Management has determined that it has only one reporting segment. Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets, deferred tax valuation allowances, allowances for doubtful accounts, revenue allocation of multi-element arrangements and the fair value of options granted under the Company’s share-based compensation plans. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. PROPERTY AND EQUIPMENT Property and equipment are comprised of the following as of December 31, 2020 and 2019: 2020 2019 Computer equipment $ 1,064,676 $ 1,025,287 Furniture and fixtures 136,524 136,524 Leasehold improvements 41,257 41,257 Office equipment 596,621 591,111 1,839,078 1,794,179 Less – Accumulated depreciation and amortization (1,700,208 ) (1,612,448 ) $ 138,870 $ 181,731 Depreciation and amortization expense for the years ended December 31, 2020 and 2019 amounted to $87,759 and $117,557, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 4. GOODWILL AND INTANGIBLE ASSETS Identifiable intangible assets The changes in the carrying amount of intangible assets for the year ended December 31, 2020 and 2019 were as follows: 2020 2019 Balance at beginning of year $ 174,237 $ 306,575 Addition: Acquisition of software license (See Note 11) 400,000 - Deduction: Amortization expense (91,646 ) (132,338 ) Balance at end of year $ 482,591 $ 174,237 The following tables set forth the components of intangible assets as of December 31, 2020 and 2019: As of December 31, 2020 Estimated Adjusted Useful Carrying Accumulated Life Amount Amortization Net Patents and copyrights 2-17 years $ 480,661 $ (331,403 ) $ 149,258 Developed technology 5 years 400,000 (66,667 ) 333,333 $ 880,661 $ (398,070 ) $ 482,591 As of December 31, 2019 Adjusted Carrying Accumulated Amount Amortization Net Patents and copyrights $ 480,661 $ (306,424 ) $ 174,237 $ 480,661 $ (306,424 ) $ 174,237 The following summarizes amortization of acquisition related intangible assets included in the statement of operations: Years Ended December 31, 2020 2019 Cost of sales $ 81,372 $ 104,830 General and administrative 10,274 27,508 $ 91,646 $ 132,338 The Company expects that amortization expense for the next five succeeding years, and thereafter, will be as follows: 2021 $ 104,979 2022 104,979 2023 104,979 2024 104,979 2025 38,313 Thereafter 24,362 $ 482,591 These amounts are subject to change based upon the review of recoverability and useful lives that are performed at least annually. Goodwill The excess of the purchase consideration over the fair value of the assets of acquired businesses is considered goodwill. Under authoritative guidance, purchased goodwill is not amortized, but rather it is periodically reviewed for impairment. The Company had goodwill of $8,101,661 as of December 31, 2020 and 2019. This goodwill resulted from the acquisition of Mobilisa, Inc. and Positive Access Corporation. For the years ended December 31, 2020 and 2019, the Company performed its annual impairment test of goodwill in the fourth quarter. Under authoritative guidance, the Company can use industry and Company specific qualitative factors to determine whether it is more likely than not that impairment exists, before using a two-step quantitative analysis. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. The Company performed the first step of the goodwill impairment test to identify potential impairment by comparing fair value of the Company to its carrying amount, including goodwill. The fair value was determined using the weighting of certain valuation techniques, including both income and market approaches which include a discounted cash flow analysis, similar public company financial comparisons, along with market capitalization. The market capitalization is sensitive to the volatility of the Company’s stock price. Although the Company believes that the factors considered in the impairment analysis are reasonable, changes in any one of the assumptions used could have produced a different result which may have led to an impairment charge. Any future impairment loss could have a material adverse effect on our long-term assets and operating expenses in the period in which impairment is determined to exist. For the years ended December 31, 2020 and 2019, the Company determined that the fair value was more than its carrying amount and therefore the second step of the goodwill impairment test was not required. Accumulated impairment charges on goodwill through December 31, 2020 were $30,085,862. |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Note Receivable | 5. NOTE RECEIVABLE On August 31, 2015, the Company sold its wireless enterprise assets to the Jamestown S’Klallam Tribe (the “Buyer”) for total consideration of $350,000 which consists of an upfront cash payment of $30,000, the issuance of a promissory note totaling $200,000 and contingent consideration up to a maximum of $120,000 based on future earnings until the time the note has been paid in full. Any gain on contingent consideration would be recognized as it is earned. Under the terms of the promissory note, monthly payments in the amount of $3,683 including principal and interest at 4%, were made over a 60-month term expiring in August 2020. At December 31, 2020, the promissory note was paid in full. At December 31, 2019, the total note receivable was $29,017, which is included in Other Current Assets on the Balance Sheets. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 6. DEBT Promissory Note On April 9, 2020 the Company entered into an unsecured promissory note in the amount of $796,100 (the “Note”) with First Bank (the “Loan Servicer”) under the Paycheck Protection Program (“PPP”) administered by the U.S. Small Business Administration (“SBA”) and established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company received these proceeds on April 14, 2020 plus an additional $10,000 advance under the Economic Injury Disaster Loan program (“EIDL”) on April 15, 2020. Under the terms of the Note, the Company can apply for forgiveness on this Note with the Loan Servicer if certain conditions including the use of the Note proceeds are met over a 24-week period commencing from the date of the Note. The Note has an interest rate of 1%. The Company has not imputed interest on the Note as the rate is determined to be a below-market rate due to the scope exception in ASC 835-30-15-3(e) for government-mandated interest rates. In November 2020, the Company received notification from the Loan Servicer that the Note was fully forgiven and recorded income from the extinguishment of its obligation as the Company was legally released from being the primary obligor in accordance with ASC 405-20-40-1. The Company repaid its EIDL advance on December 7, 2020. On December 27, 2020, Congress passed the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act (“the Economic Aid Act”) which relieves companies of their obligations to repay EIDL advances. As a result of this ruling, the SBA returned this advance, plus interest to the Loan Servicer on February 18, 2021, which was immediately returned to the Company. Revolving Line of Credit On February 6, 2019, the Company entered into a revolving credit facility with Citibank that allows for borrowings up to the lesser of (i) $2,000,000 or (ii) the collateralized balance in the Company’s existing fixed income investment account with Citibank subject to certain limitations. The facility bears interest at a rate consistent of Citibank’s Base Rate (4.75% at December 31, 2020) minus 2%. Interest is payable monthly and as of December 31, 2020, there were no amounts outstanding under this facility and unused availability under this facility was $2,000,000. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7. ACCRUED EXPENSES Accrued expenses are comprised of the following as of December 31, 2020 and 2019: 2020 2019 Professional fees $ 123,787 $ 171,331 Payroll and related 604,302 544,441 Incentive bonuses 834,910 632,105 Other 75,799 60,209 $ 1,638,798 $ 1,408,086 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES On December 22, 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted into law which significantly modified U.S. corporate income tax law. The TCJA contains significant changes to corporate income taxation, including but not limited to the reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21% in 2018. Notwithstanding the reduction in the corporate income tax rate, the overall impact of the new federal tax law is uncertain, including to what extent various states will conform to the newly enacted federal tax law. The deferred tax assets and liabilities are measured using the enacted tax rates that the Company believes will apply in the years in which the temporary differences are expected to be recovered or paid. As a result, the Company remeasured the deferred tax assets and deferred tax liabilities to reflect the reduction in the enacted U.S. corporate income tax rate. The Company is subject to federal and state income taxes as regular (Subchapter C) corporation. As a result of continuing losses for tax purposes, the Company has historically not paid income taxes and has recorded a full valuation allowance against the net deferred tax asset. The Company’s deferred tax assets are primarily the result of net operating losses (or NOLs). The Company has recorded a valuation allowance against its net deferred tax assets at December 31, 2020 as it is more likely than not that not all of the deferred tax assets will be realized. The valuation is based on management’s assessment that it is more likely than not the NOL carryforwards may not be realized in the foreseeable future due to objective negative evidence that the Company would not generate sufficient taxable income to realize the deferred tax assets. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets for federal and state income taxes as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 4,624,000 $ 4,498,000 Payroll related accruals 235,000 - Stock-based compensation 89,000 171,000 Intangible assets 89,000 78,000 Reserves 11,000 11,000 Research and development tax credits 411,000 333,000 Total deferred tax assets 5,459,000 5,091,000 Deferred tax liabilities: Depreciation (24,000 ) (30,000 ) Total deferred tax liabilities (24,000 ) (30,000 ) Net deferred tax assets 5,435,000 5,061,000 Less: Valuation allowance (5,435,000 ) (5,061,000 ) Deferred tax assets, net of allowance $ - $ - There were no tax interest or penalties recorded in the financial statements for the years ended December 31, 2020 and 2019. The Company’s available NOL at December 31, 2020 was approximately $17 million. The federal and state NOL’s incurred in all years through 2020 are available to offset future taxable income and expire from 2021 through 2040 if not utilized. The Company files numerous tax returns in various jurisdictions. The Company is not currently under examination by any taxing authority, nor has the Company signed any waiver of the statute of limitations with any taxing authority. The Company remains open to examination by major taxing jurisdictions from 2017 to date. ASC Topic 740-10 requires evaluation of uncertain tax positions. As of December 31, 2020, the Company has no material uncertain tax positions. The effective tax rate for the years ended December 31, 2020 and 2019 is different from the tax benefit that would result from applying the statutory tax rates primarily due to the recognition of valuation allowances. In 2020, the valuation allowance increased approximately $374,000 primarily related to the timing of payroll related costs and an increase of the Company’s NOLs. The Company had book income in 2020 and a tax NOL was generated primarily due to permanent differences that occurred during the year. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 9. STOCKHOLDERS’ EQUITY Series A Convertible Preferred Stock In January 1997, the Board of Directors authorized the creation of a class of Series A Convertible Preferred Stock with a par value of $.01. The Series A Convertible Preferred Stock is convertible into an equal number of common shares at the holder’s option, subject to adjustment for anti-dilution. The holders of Series A Convertible Preferred Stock are entitled to receive dividends as and if declared by the Board of Directors. In the event of liquidation or dissolution of the Company, the holders of Series A Convertible Preferred Stock are entitled to receive all accrued dividends, if applicable, plus the liquidation price of $1.00 per share. As of December 31, 2020, and 2019, there were no outstanding shares of Series A Convertible Preferred Stock. Stock Options and Share Based Compensation To retain and attract qualified personnel necessary for the success of the Company, the Company adopted the 2015 Omnibus Incentive Plan (the “Plan”) covering up to 4,000,000 of the Company’s common shares, pursuant to which officers, directors, key employees and consultants to the Company are eligible to receive incentive stock options, nonqualified stock options and restricted stock units. All the Plans prior to Company’s 2015 Omnibus Incentive Plan have been closed. The Compensation Committee of the Board of Directors administers this Plan and determines the terms and conditions of options granted, including the exercise price. This Plan generally provides that all stock options will expire within ten years of the date of grant. Incentive stock options granted under this Plan must be granted at an exercise price that is not less than the fair market value per share at the date of the grant and the exercise price must not be less than 110% of the fair market value per share at the date of the grant for grants to persons owning more than 10% of the voting stock of the Company. This Plan also entitles non-employee directors to receive grants of non-qualified stock options as approved by the Board of Directors. The Company uses the Black-Scholes option pricing model to value the options. The table below presents the weighted average expected life of the options in years. The expected life computation is based on the time to option expiration. Volatility is determined using changes in historical stock prices. The interest rate for periods within the expected life of the award is based on the U.S. Treasury yield curve in effect at the time of grant. The fair value of share-based payment units was estimated using the Black-Scholes option pricing model with the following assumptions and weighted average fair values as follows: Year Ended December 31, 2019 Valuation assumptions: Grant price $ 2.68 Exercise price $ 2.68 Expected dividend yield 0 % Expected volatility 84.92 % Expected life (in years) 5 Risk-free interest rate 2.49 % There were no stock options granted during the year ended December 31, 2020. Stock option activity under the Plans during the periods indicated below is as follows: Number of Shares Subject to Issuance Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 1,072,332 $ 1.44 1.85 years - Granted 444,163 2.68 Exercised (94,872 ) 2.08 Outstanding at December 31, 2019 1,421,623 $ 1.78 1.96 years $ 8,113,777 Granted - - Exercised (783,741 ) 1.20 Outstanding at December 31, 2020 637,882 $ 2.50 2.55 years $ 5,686,421 Exercisable at December 31, 2020 359,967 $ 2.33 2.20 years $ 3,269,723 The following is a summary of stock options as of December 31, 2020: Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted- Weighted- Number of Weighted- $1.01 to $1.56 71,719 0.17 years $ 1.02 71,719 $ 1.16 $1.75 to $2.87 566,163 2.85 years $ 2.68 288,248 $ 2.65 637,882 2.55 years $ 2.50 359,967 $ 2.33 The weighted-average fair value of the options granted during the year ended December 31, 2019 is $1.82. As of December 31, 2020, the Company had 1,191,445 shares available for future grants under the Plans. Restricted Stock Units The Company issues Restricted Stock Units (“RSUs”) which are equity-based instruments that may be settled in shares of common stock of the Company. The Company issues RSUs to certain directors as compensation which vest with the passage of time. The vesting of all RSUs is contingent on continued board services. The compensation expense incurred by the Company for RSUs is based on the closing market price of the Company’s common stock on the date of grant and is amortized ratably on a straight-line basis over the requisite service period and charged to general and administrative expense with a corresponding increase to additional paid-in capital. Restricted stock unit activity under the Plans during the periods indicated below is as follows: Number of Weighted Aggregate Outstanding at December 31, 2018 - $ - - Granted 12,477 5.53 Vested and Settled in shares (9,807 ) 5.00 Outstanding at December 31, 2019 2,670 $ 7.49 $ - Granted 38,855 5.78 Vested and Settled in shares (39,771 ) 5.65 Outstanding December 31, 2020 1,754 $ 11.40 $ - Performance Stock Units On August 7, 2020, the Company issued 265,942 Performance Stock Units (PSUs) to its officers and certain employees as compensation. For these PSU agreements, 50% vest based on the Company’s market price and 50% vest based on its Adjusted EBITDA performance metric. Both the conditions are to occur over a passage of a specified time and is contingent on continued employment services. For the market condition, compensation expense is based on a Geometric Brownian Motion valuation model based on the closing market price of the Company’s common stock on the date of grant and is amortized ratably on a straight-line basis over the requisite period. For the performance condition, the Company reviews the probability of achieving this goal on a periodic basis. If the Company determines that it is probable that the performance criteria will be achieved, the amount of compensation cost derived for this performance metric is amortized over the anticipated service period. If these criteria are not met, no compensation cost is recognized and any previously recognized compensation cost would be reversed. For both conditions, compensation expense is charged to selling, general and administrative and research and development expense with a corresponding increase to additional paid-in capital. Number of Weighted Aggregate Outstanding at December 31, 2019 - $ - $ - Granted 265,942 7.91 Outstanding at December 31, 2020 265,942 $ 7.91 $ - As of December 31, 2020, there was $627,842 of total unrecognized compensation cost, net of estimated forfeitures, related to all unvested stock options and restricted stock units, which is expected to be recognized over a weighted average period of approximately 1.98 years. Share based compensation expense for the years ended December 31, 2020 and 2019 is as follows: Years Ended December 31, Compensation cost recognized: 2020 2019 Stock options $ 198,407 $ 515,805 Restricted stock units 140,000 69,060 Performance stock units 71,070 - $ 409,477 $ 584,865 Share based compensation is included in operating expenses as follows: Years Ended December 31, 2020 2019 Selling, general and administrative $ 366,780 $ 561,391 Research and development 42,697 23,474 $ 409,477 $ 584,865 The Company has a net operating loss carry-forward as of December 31, 2020, and no excess tax benefits for the tax deductions related to share-based awards were recognized in the statements of operations. Additionally, no incremental tax benefits were recognized from stock options exercised in 2020 that would have resulted in a reclassification to reduce net cash provided by operating activities with an offsetting increase in net cash provided by financing activities. All stock options have been issued with an exercise price that is equal or above the fair market value of the Company’s Common Stock on the date of grant. Warrants All previously granted warrants were issued with an exercise price that was equal to or above the fair market value of the Company’s common stock on the date of grant. As of December 31, 2020, the Company had 12,680 remaining warrants outstanding at an exercise price of $2.20 through 2021. There were 50,750 warrants exercised at a price of $2.20 during the year ended December 31, 2020. There were 320,070 warrants exercised at a price of $2.20 during the year ended December 31, 2019. |
Issuance of Common Stock
Issuance of Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Issuance Of Common Stock | 10. ISSUANCE OF COMMON STOCK On June 23, 2020, the Company completed a public offering of 1,769,230 shares of its common stock, offered to the public at $6.50 per share. Net proceeds to the Company from this offering were approximately $10,710,000 after deducting underwriting discounts and commissions paid by the Company. Direct offering costs totaling approximately $141,000 were recorded as a reduction to the net proceeds and included in additional paid-in-capital on the statement of stockholders’ equity. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES Leases The Company leases offices in Melville, New York which require monthly payments of $10,334 and expires March 31, 2021 under an operating lease. The Company determines if an arrangement is a lease at inception. The arrangement is a lease if it conveys the right to the Company to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. This operating lease is included in Operating Lease Right-of-Use (ROU) Asset, Operating Lease Liability, current portion and Operating Lease Liability, long-term portion on the Balance Sheets. The Company recognizes rent and utilities expense for this lease on a straight-line basis over the lease term. ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s lease does not provide an implicit rate, it uses its incremental borrowing rate of 5% based on the commencement date in determining the present value of these lease payments. The Company considers instruments with similar characteristics when calculating this incremental borrowing rate. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Rent expense which includes utilities was $125,616 for the years ended December 31, 2020 and 2019, and cash payments for rent and utilities was $130,611and $126,496 for the years ended December 31, 2020 and 2019, respectively. Software License Agreement On February 26, 2020, the Company entered into a license agreement with a third party (the “Licensor”) to purchase certain intellectual property rights and licensed software subject to certain restrictions. The purchase price of this license totaled $400,000. The Company has an option to pay the Licensor an annual fee of $35,000 for maintenance and updates to be distributed from the Licensor. Legal Proceedings The Company is not aware of any infringement by our products or technology on the proprietary rights of others. The Company is not currently involved in any legal or regulatory proceeding, or arbitration, the outcome of which is expected to have a material adverse effect on its business. Severance and Change-in-Control Agreements On November 25, 2020, Bill White, the Chief Financial Officer Chief Operating Officer entered into a severance agreement with the Company (the “Agreement”). The Agreement provides that in consideration of his services and pursuant to the Agreement, in the event that Mr. White’s employment is terminated without “cause” (as such term is defined in the Agreement), Mr. White will receive a 24-month continuation of salary payments, continuation of certain eligible medical benefits under the COBRA program, and a lump sum payment equal to any quarterly bonus target applicable during the quarter of termination plus any prior completed quarterly bonus which has not yet been determined (if any). In addition, the Agreement provides that upon such termination without cause, the Company will accelerate the vesting of all of Mr. White’s outstanding but unvested stock options or other equity incentives. This Agreement expires on November 29, 2023 and replaces an amended severance agreement previously executed by Mr. White and the Company on November 29, 2017. The Company’s employment agreement dated February 1, 2018 (the “Agreement”) with Bryan Lewis, the Chief Executive Officer provides for certain severance payments in the event Mr. Lewis is terminated without cause including pay for six (6) months if Mr. Lewis is terminated without cause less than 12 months after February 1, 2018, pay for twelve (12) months if Mr. Lewis is terminated without cause between one (1) and five (5) years after February 1, 2018, and pay for eighteen (18) months if Mr. Lewis is terminated without cause after the fifth anniversary of this Agreement, in addition to reimbursement for certain living expenses and relocation advances and expenses in certain situations. On October 4, 2017, Dr. William Roof, the Company’s President and Chief Executive Officer retired from the Company at the request of the board of directors (the “Board”). The parties have entered into a separation and consulting agreement dated as of November 2, 2017 (the “Agreement”). Pursuant to the Agreement, the Company would contact Dr. Roof to provide consulting services and he would provide consulting services at the Company’s request to ensure a smooth and effective transition of management and business affairs. In consideration of these services and to fulfill the Company’s obligations under Dr. Roof’s employment agreement with the Company, Dr. Roof received aggregate cash payments of $500,000 over a 20-month period together with reimbursement of certain vision and dental benefit premiums. At December 31, 2019, the total severance liability was fully paid. Each of the agreements requires the executive to devote substantially all his time and efforts to our business and contains non-competition and nondisclosure covenants of the officer for the term of his employment and for a one-year period thereafter. Each agreement provides that we may terminate the agreement for cause. Incentive Plans In May 2020, the Board entered into a 2020 separate executive incentive bonus plan (“the 2020 Bonus Plan”) with four members of the Company’s executive management team. Each agreement, under the 2020 Bonus Plan, is based on certain goals achieved by the Company plus individual achievements by each executive. The bonus is to be paid in the form of cash. At December 31, 2020, this bonus liability was approximately $655,560 which is included in Accrued Expenses on the Balance Sheets. In June 2020, the Company’s executive management team created a 2020 Employee Incentive Plan for all the Company’s non-executives and non-sales personnel. The incentive payment is based on the Company attaining certain revenue goals for the calendar year 2020 and is based as a percentage of the employee’s salary. At December 31, 2020 this bonus liability was $179,350 and is included in Accrued Expenses on the Balance Sheets. 401(k) Plan The Company has a retirement savings 401(k) plan. The plan permits eligible employees to make voluntary contributions to a trust, up to a maximum of 35% of compensation, subject to certain limitations. The Company has elected to contribute a matching contribution equal to 50% of the first 6% of an eligible employee’s deferral election. The Company may also make discretionary contributions, subject to certain conditions, as defined in the plan. The Company’s matching contributions were $69,681 and $62,786 for 2020 and 2019, respectively. The plan assets were approximately $3.0 million and $2.4 million at December 31, 2020 and 2019, respectively. Subsequent Appointment of New President The Board has appointed Garrett Gafke as the Company’s President. Mr. Gafke’s first day of employment as President was March 23, 2021. With the appointment of Mr. Gafke as President, Bryan Lewis will continue as the Company’s Chief Executive Officer. In connection with becoming the Company’s President, Mr. Gafke and the Company have entered into an employment agreement, dated March 23, 2021 (the “Agreement”). Mr. Gafke, on his first day of employment as President, was granted a restricted stock unit award of 90,000 shares and an option to purchase 60,000 shares of the Company’s common stock, both of which are subject to a three-year vesting schedule under the Company’s 2015 Omnibus Incentive Plan, as amended. The Company’s agreement with Mr. Gafke also provides for certain severance payments in the event Mr. Gafke is terminated without cause including pay for six (6) months if Mr. Gafke is terminated without cause less than 12 months after March 23, 2021 and pay for twelve (12) months if Mr. Gafke is terminated without cause after March 23, 2022. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company records its allowance for doubtful accounts based upon its assessment of various factors. The Company considers historical experience, the age of the accounts receivable balances, credit quality of the Company’s customers, current economic conditions and other factors that may affect customers’ ability to pay. |
Long-Lived Assets and Impairment of Long-Lived Assets | Long-Lived Assets and Impairment of Long-Lived Assets The Company’s long-lived assets include property and equipment, goodwill, and intangible assets. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC topic 350 and ASC Topic 360 to determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets. Impairment is measured at fair value. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and are depreciated over their estimated useful lives ranging from three to ten-years using the straight-line method. Leasehold improvements are amortized utilizing the straight-line method over the lesser of the term of the lease or estimated useful life of the asset. |
Goodwill | Goodwill Goodwill represents the excess of acquisition cost over the fair value of net assets acquired in business combinations. Pursuant to ASC Topic 350, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under guidance, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. The Company performed its annual impairment test of goodwill in the fourth quarter for the years ended December 31, 2020 and 2019. For the years ended December 31, 2020 and 2019, the Company determined no impairment charge was required. |
Intangible Assets | Intangible Assets Intangible assets include trade names, patents, and non-contractual customer relationships as described more fully in Note 4. The Company uses the straight-line method to amortize these assets over their estimated useful lives. The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable in accordance with ASC Topic 360. To determine recoverability of its long-lived assets, the Company evaluates the probability that future undiscounted net cash flows, without interest charges, will be less than the carrying amount of the assets. There were no impairment charges recognized for the years ended December 31, 2020 and 2019. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue General Most license fees and services revenue are generated from a combination of fixed-price and per-scan contracts. Under the per-scan revenue model, customers are charged a fee each time the customer scans an identity document, such as a driver’s license, with the Company’s software. Under the fixed-price revenue model customers are charged a fixed monthly fee either per device or physical business location to access the Company’s software. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company measures revenue based on the consideration specified in a customer arrangement, and revenue is recognized when the performance obligations in an arrangement are satisfied. A performance obligation is a promise in a contract to transfer a distinct service to the customer. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as, the customer receives the benefit of the performance obligation. Customers typically receive the benefit of the Company’s services as they are performed. Substantially all customer contracts provide that the Company is compensated for services performed to date. Invoicing is based on schedules established in customer contracts. Payment terms are generally established at 30 to 60 days from the invoice date. Product returns are recorded as a reduction to revenue. Revenue is measured based on a consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. Revenues are recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Furthermore, the Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Nature of goods and services The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each: Software as a Service (SaaS) Software as a service (SaaS) for hosted subscription services and licensed software allows customers to access a set of data for a predetermined length of time. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on the usage of the hosted subscription services and licensed software, which can vary from month to month. The revenue is typically based either on a formula such as number of locations using the service in a given month multiplied by a fee per location or the number of actual scans in a given month multiplied by a set price per scan based on the contract with the customer. Other Subscription and Support Services The Company also recognizes revenues from other subscription and support services, which includes jurisdictional updates to certain commercial customers and support services particularly to its Defense ID® customers. These subscriptions require continuing service or post contractual customer support and performance. As the customer obtains access at a point in time but continues to have access for the remainder of the subscription period, the customer is considered to simultaneously receive and consume the benefits provided by the entity’s performance as the entity performs. Accordingly, the revenue should be recognized over time based on usage, which can vary from month to month. The revenue is typically based on a formula such as number of locations in a given month multiplied by a fee per location. Equipment Revenue Revenue from the sale of equipment is recognized at a point in time. The point in time that the revenue is recognized is when the customer has control of the equipment which is when the customer receives the benefit and the Company’s performance obligation has been satisfied. Depending on the contract terms, that could either be at the time the equipment is shipped or at the time the equipment is received. Non-Recurring Services Revenue The non-recurring services include items such as training, installation, customization, and configuration. The Company recognizes revenue from non-recurring services contracts ratably over the service contract period as the customer consumes the benefit as it is provided and the Company’s performance obligation has been satisfied. Extended Warranty Extended warranty revenues are generated when a warranty is provided to the customer separately of other performance obligations when the equipment is sold. As the customer obtains access at a point in time and continues to have access for the remainder of the warranty term, the customer is considered to simultaneously receive and consume the benefits provided by the Company’s performance as the Company performs. The related revenue is recognized ratably over the specified term of the warranty period. The extended warranty is separate to the Company’s standard warranty of usually one year that it receives from its vendor. Disaggregation of revenue In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue. For the Years Ended December 31, 2020 2019 Products and services Software as a Service (SaaS) $ 9,372,856 $ 6,102,280 Other subscription and support services 199,302 682,325 Equipment 1,045,021 480,304 Non-recurring services 77,950 330,895 Extended warranties on equipment 20,668 59,146 Other 18,712 8,708 $ 10,734,509 $ 7,663,658 Timing of revenue recognition Products transferred at a point in time $ 1,063,733 $ 489,012 Services transferred over time 9,670,776 7,174,646 $ 10,734,509 $ 7,663,658 Contract balances The current portion of deferred revenue at December 31, 2020 and December 31, 2019 was $402,782 and $572,391, respectively, and primarily consists of revenue that is recognized over time for one-year software license contracts and hosted subscription services. The changes in these balances are related to the satisfaction or partial satisfaction of these contracts. Of these balances, as of December 31, 2019, $574,444 was recognized as revenue for the year ended December 31, 2020. The long-term portion of deferred revenue is $8,662 and $13,322 as of December 31, 2020 and December 31, 2019, respectively. The Company did not recognize any material revenue in the current reporting period for performance obligations that were fully satisfied in previous periods. Transaction price allocated to the remaining performance obligations The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period: 2021 2022 2023 Total Software as a Service (SaaS) $ 382,238 $ - $ - $ 382,238 Other subscription and support services 12,438 4,370 1,463 18,271 Extended warranties on equipment 8,106 2,145 684 10,935 $ 402,782 $ 6,515 $ 2,147 $ 411,444 All consideration from contracts with customers is included in the amounts presented above. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense as incurred. |
Shipping Costs | Shipping Costs The Company’s shipping and handling costs are included in cost of revenues for all periods presented. |
Income Taxes | Income Taxes The Company accounts for income taxes under in accordance with ASC Topic 740, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss carryforwards. Deferred tax assets and liabilities are measured using expected tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. The Company has recorded a full valuation allowance for its net deferred tax assets as of December 31, 2020 and 2019, due to the uncertainty of the realizability of those assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adheres to the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”. This pronouncement requires that the Company calculate the fair value of financial instruments and include this additional information in the notes to financial statements when the fair value is different than the book value of those financial instruments. The Company’s financial instruments include cash, accounts receivable, note receivable, accounts payable and accrued expenses. At December 31, 2020 and 2019, the carrying value of the Company’s financial instruments approximated fair value, due to their short-term nature. |
Business Concentration and Credit Risk | Business Concentration and Credit Risk Financial instruments, which subject the Company to concentrations of credit risk, consist primarily of cash. The Company maintains cash with one financial institution. The Company performs periodic evaluations of the relative credit standing of these institutions. The Company’s sales are principally made to large retail customers, financial institutions concentrated in the United States of America and to U.S. government entities. The Company performs ongoing credit evaluations, generally does not require collateral, and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of customers, historical trends, and other information. During the year ended December 31, 2020, the Company had two customers that accounted for 41% of revenue. The revenue was associated with commercial identity sales customers. These customers represented 52% of total accounts receivable as of December 31, 2020. During the year ended December 31, 2019, the Company had three customers that accounted for 39% of revenue. As of December 31, 2020, the Company had three suppliers to produce its input devices. The Company has modified its software to operate in windows-based systems and can integrate with different hardware platforms that are readily available in the marketplace. The Company does not maintain a manufacturing facility of its own and is not dependent on maintaining its production relationships due to the flexibility of its software to run on multiple existing platforms. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of these common stock equivalents comprising of outstanding options, warrants and restricted stock is reflected in diluted earnings per share by application of the treasury stock method. The calculation of diluted net income (loss) per share excludes all anti-dilutive shares. All shares were considered anti-dilutive due to the net income (loss) for each of the respective years ended. Years Ended December 31, 2020 2019 Numerator: Net Income (Loss) $ 558,397 $ (2,548,711 ) Denominator: Weighted average common shares – Basic 17,324,150 15,792,470 Dilutive effect of equity incentive plans 696,716 - Weighted average common shares – Diluted 18,020,866 15,792,470 Net Income (Loss) per share – Basic $ 0.03 $ (0.16 ) Diluted $ 0.03 $ (0.16 ) The following table summarizes the common stock equivalents excluded from income (loss) per diluted share because their effect would be anti-dilutive: 2020 2019 Stock options - 1,436,623 Warrants - 63,430 Restricted stock - 2,670 Performance stock units - - Total 1,502,723 |
Share Based Compensation | Share Based Compensation The Company accounts for the issuance of equity awards to employees in accordance ASC Topic 718 and 505, which requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. This pronouncement establishes fair value as the measurement objective in accounting for share based payment arrangements and requires all companies to apply a fair value-based measurement method in accounting for all share-based payment transactions with employees. Period compensation costs are included in selling, general and administrative and research and development expenses. The Company recognizes compensation expense related to stock option grants on a straight-line basis over the vesting period. |
Comprehensive Loss | Comprehensive Income (Loss) The Company’s comprehensive income (loss) is equal to its net income (loss) for the years ended December 31, 2020 and 2019. |
Segment Information | Segment Information The Company adheres to the provisions of ASC Topic 280, which establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial statements issued to shareholders. Management has determined that it has only one reporting segment. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the Company’s financial statements and accompanying notes. Significant estimates and assumptions that affect amounts reported in the financial statements include impairment consideration and valuation of goodwill and intangible assets, deferred tax valuation allowances, allowances for doubtful accounts, revenue allocation of multi-element arrangements and the fair value of options granted under the Company’s share-based compensation plans. Due to the inherent uncertainties involved in making estimates, actual results reported in future periods may be different from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | In the following tables, revenue is disaggregated by product and service and the timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue. For the Years Ended December 31, 2020 2019 Products and services Software as a Service (SaaS) $ 9,372,856 $ 6,102,280 Other subscription and support services 199,302 682,325 Equipment 1,045,021 480,304 Non-recurring services 77,950 330,895 Extended warranties on equipment 20,668 59,146 Other 18,712 8,708 $ 10,734,509 $ 7,663,658 Timing of revenue recognition Products transferred at a point in time $ 1,063,733 $ 489,012 Services transferred over time 9,670,776 7,174,646 $ 10,734,509 $ 7,663,658 |
Schedule of Revenue Performance Obligation | The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period: 2021 2022 2023 Total Software as a Service (SaaS) $ 382,238 $ - $ - $ 382,238 Other subscription and support services 12,438 4,370 1,463 18,271 Extended warranties on equipment 8,106 2,145 684 10,935 $ 402,782 $ 6,515 $ 2,147 $ 411,444 |
Schedule of Earnings Per Share Basic and Diluted | The calculation of diluted net income (loss) per share excludes all anti-dilutive shares. All shares were considered anti-dilutive due to the net income (loss) for each of the respective years ended. Years Ended December 31, 2020 2019 Numerator: Net Income (Loss) $ 558,397 $ (2,548,711 ) Denominator: Weighted average common shares – Basic 17,324,150 15,792,470 Dilutive effect of equity incentive plans 696,716 - Weighted average common shares – Diluted 18,020,866 15,792,470 Net Income (Loss) per share – Basic $ 0.03 $ (0.16 ) Diluted $ 0.03 $ (0.16 ) |
Summary of Common Stock Equivalents Excluded from Loss Per Diluted Share | The following table summarizes the common stock equivalents excluded from income (loss) per diluted share because their effect would be anti-dilutive: 2020 2019 Stock options - 1,436,623 Warrants - 63,430 Restricted stock - 2,670 Performance stock units - - Total 1,502,723 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are comprised of the following as of December 31, 2020 and 2019: 2020 2019 Computer equipment $ 1,064,676 $ 1,025,287 Furniture and fixtures 136,524 136,524 Leasehold improvements 41,257 41,257 Office equipment 596,621 591,111 1,839,078 1,794,179 Less – Accumulated depreciation and amortization (1,700,208 ) (1,612,448 ) $ 138,870 $ 181,731 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The changes in the carrying amount of intangible assets for the year ended December 31, 2020 and 2019 were as follows: 2020 2019 Balance at beginning of year $ 174,237 $ 306,575 Addition: Acquisition of software license (See Note 11) 400,000 - Deduction: Amortization expense (91,646 ) (132,338 ) Balance at end of year $ 482,591 $ 174,237 |
Schedule of Intangible Assets and Goodwill | The following tables set forth the components of intangible assets as of December 31, 2020 and 2019: As of December 31, 2020 Estimated Adjusted Useful Carrying Accumulated Life Amount Amortization Net Patents and copyrights 2-17 years $ 480,661 $ (331,403 ) $ 149,258 Developed technology 5 years 400,000 (66,667 ) 333,333 $ 880,661 $ (398,070 ) $ 482,591 As of December 31, 2019 Adjusted Carrying Accumulated Amount Amortization Net Patents and copyrights $ 480,661 $ (306,424 ) $ 174,237 $ 480,661 $ (306,424 ) $ 174,237 |
Schedule of Finite-Lived Intangible Assets Amortization Expense | The following summarizes amortization of acquisition related intangible assets included in the statement of operations: Years Ended December 31, 2020 2019 Cost of sales $ 81,372 $ 104,830 General and administrative 10,274 27,508 $ 91,646 $ 132,338 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The Company expects that amortization expense for the next five succeeding years, and thereafter, will be as follows: 2021 $ 104,979 2022 104,979 2023 104,979 2024 104,979 2025 38,313 Thereafter 24,362 $ 482,591 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are comprised of the following as of December 31, 2020 and 2019: 2020 2019 Professional fees $ 123,787 $ 171,331 Payroll and related 604,302 544,441 Incentive bonuses 834,910 632,105 Other 75,799 60,209 $ 1,638,798 $ 1,408,086 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets for federal and state income taxes as of December 31, 2020 and 2019 are as follows: 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 4,624,000 $ 4,498,000 Payroll related accruals 235,000 - Stock-based compensation 89,000 171,000 Intangible assets 89,000 78,000 Reserves 11,000 11,000 Research and development tax credits 411,000 333,000 Total deferred tax assets 5,459,000 5,091,000 Deferred tax liabilities: Depreciation (24,000 ) (30,000 ) Total deferred tax liabilities (24,000 ) (30,000 ) Net deferred tax assets 5,435,000 5,061,000 Less: Valuation allowance (5,435,000 ) (5,061,000 ) Deferred tax assets, net of allowance $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Fair Value of Share Based Payment | The fair value of share-based payment units was estimated using the Black-Scholes option pricing model with the following assumptions and weighted average fair values as follows: Year Ended December 31, 2019 Valuation assumptions: Grant price $ 2.68 Exercise price $ 2.68 Expected dividend yield 0 % Expected volatility 84.92 % Expected life (in years) 5 Risk-free interest rate 2.49 % |
Schedule of Stock Option Activity | Stock option activity under the Plans during the periods indicated below is as follows: Number of Shares Subject to Issuance Weighted- average Exercise Price Weighted- average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2018 1,072,332 $ 1.44 1.85 years - Granted 444,163 2.68 Exercised (94,872 ) 2.08 Outstanding at December 31, 2019 1,421,623 $ 1.78 1.96 years $ 8,113,777 Granted - - Exercised (783,741 ) 1.20 Outstanding at December 31, 2020 637,882 $ 2.50 2.55 years $ 5,686,421 Exercisable at December 31, 2020 359,967 $ 2.33 2.20 years $ 3,269,723 |
Summary of Stock Options | The following is a summary of stock options as of December 31, 2020: Options Outstanding Options Exercisable Range of Exercise Prices Number of Weighted- Weighted- Number of Weighted- $1.01 to $1.56 71,719 0.17 years $ 1.02 71,719 $ 1.16 $1.75 to $2.87 566,163 2.85 years $ 2.68 288,248 $ 2.65 637,882 2.55 years $ 2.50 359,967 $ 2.33 |
Schedule of Restricted Stock Units Outstanding | Restricted stock unit activity under the Plans during the periods indicated below is as follows: Number of Weighted Aggregate Outstanding at December 31, 2018 - $ - - Granted 12,477 5.53 Vested and Settled in shares (9,807 ) 5.00 Outstanding at December 31, 2019 2,670 $ 7.49 $ - Granted 38,855 5.78 Vested and Settled in shares (39,771 ) 5.65 Outstanding December 31, 2020 1,754 $ 11.40 $ - |
Schedule of Performance Stock Units Outstanding | Number of Weighted Aggregate Outstanding at December 31, 2019 - $ - $ - Granted 265,942 7.91 Outstanding at December 31, 2020 265,942 $ 7.91 $ - |
Schedule of Share Based Compensation Expense | Share based compensation expense for the years ended December 31, 2020 and 2019 is as follows: Years Ended December 31, Compensation cost recognized: 2020 2019 Stock options $ 198,407 $ 515,805 Restricted stock units 140,000 69,060 Performance stock units 71,070 - $ 409,477 $ 584,865 |
Schedule of Stock Based Compensation | Share based compensation is included in operating expenses as follows: Years Ended December 31, 2020 2019 Selling, general and administrative $ 366,780 $ 561,391 Research and development 42,697 23,474 $ 409,477 $ 584,865 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | Jun. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Number of patents, description | Intellicheck continues to develop and release innovative products based upon its rich patent portfolio consisting of nineteen issued patents and four pending. | ||
Net income (loss) | $ 558,397 | $ (2,548,711) | |
Net cash used in operating activities | (19,022) | (1,840,850) | |
Cash | 13,121,392 | 3,350,853 | |
Accumulated deficit | $ (116,376,715) | $ (116,935,112) | |
Initial Public Offering [Member] | |||
Number of common stock shares issued | 1,769,230 | ||
Shares issued price per share | $ 6.50 | ||
Proceeds from offering | $ 10,710,000 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Line Items] | ||
Goodwill Impairment charges | ||
Impairment charges on intangible assets | ||
Deferred revenue, current portion | 402,782 | 572,391 |
Recognized deferred revenue | 574,444 | |
Deferred revenue, non current portion | $ 8,662 | $ 13,322 |
Two Customers [Member] | Sales Revenue, Net [Member] | ||
Accounting Policies [Line Items] | ||
Percentage of credit risk | 41.00% | |
Two Customers [Member] | Accounts Receivable [Member] | ||
Accounting Policies [Line Items] | ||
Percentage of credit risk | 52.00% | |
Three Customers [Member] | Sales Revenue, Net [Member] | ||
Accounting Policies [Line Items] | ||
Percentage of credit risk | 39.00% |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | $ 10,734,509 | $ 7,663,658 |
Products Transferred at a Point in Time [Member] | ||
Revenues | 1,063,733 | 489,012 |
Services Transferred Over Time [Member] | ||
Revenues | 9,670,776 | 7,174,646 |
Software as a Service (SaaS) [Member] | ||
Revenues | 9,372,856 | 6,102,280 |
Other Subscription and Support Services [Member] | ||
Revenues | 199,302 | 682,325 |
Equipment [Member] | ||
Revenues | 1,045,021 | 480,304 |
Non-recurring Services [Member] | ||
Revenues | 77,950 | 330,895 |
Extended Warranties on Equipment [Member] | ||
Revenues | 20,668 | 59,146 |
Other [Member] | ||
Revenues | $ 18,712 | $ 8,708 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Revenue Performance Obligation (Details) | Dec. 31, 2020USD ($) |
Revenue remaining performance obligations | $ 411,444 |
Software as a Service (SaaS) [Member] | |
Revenue remaining performance obligations | 382,238 |
Other Subscription and Support Services [Member] | |
Revenue remaining performance obligations | 18,271 |
Extended Warranties on Equipment [Member] | |
Revenue remaining performance obligations | 10,935 |
2021 [Member] | |
Revenue remaining performance obligations | 402,782 |
2021 [Member] | Software as a Service (SaaS) [Member] | |
Revenue remaining performance obligations | 382,238 |
2021 [Member] | Other Subscription and Support Services [Member] | |
Revenue remaining performance obligations | 12,438 |
2021 [Member] | Extended Warranties on Equipment [Member] | |
Revenue remaining performance obligations | 8,106 |
2022 [Member] | |
Revenue remaining performance obligations | 6,515 |
2022 [Member] | Software as a Service (SaaS) [Member] | |
Revenue remaining performance obligations | |
2022 [Member] | Other Subscription and Support Services [Member] | |
Revenue remaining performance obligations | 4,370 |
2022 [Member] | Extended Warranties on Equipment [Member] | |
Revenue remaining performance obligations | 2,145 |
Remainder 2023 [Member] | |
Revenue remaining performance obligations | 2,147 |
Remainder 2023 [Member] | Software as a Service (SaaS) [Member] | |
Revenue remaining performance obligations | |
Remainder 2023 [Member] | Other Subscription and Support Services [Member] | |
Revenue remaining performance obligations | 1,463 |
Remainder 2023 [Member] | Extended Warranties on Equipment [Member] | |
Revenue remaining performance obligations | $ 684 |
Significant Accounting Polici_7
Significant Accounting Policies - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Net Income (Loss) | $ 558,397 | $ (2,548,711) |
Weighted average common shares - Basic | 17,324,150 | 15,792,470 |
Dilutive effect of equity incentive plans | 696,716 | |
Weighted average common shares - Diluted | 18,020,866 | 15,792,470 |
Net Income (Loss) per share - Basic | $ 0.03 | $ (0.16) |
Net Income (Loss) per share - Diluted | $ 0.03 | $ (0.16) |
Significant Accounting Polici_8
Significant Accounting Policies - Summary of Common Stock Equivalents Excluded from Loss Per Diluted Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 1,502,723 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 1,436,623 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 63,430 | |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount | 2,670 | |
Performance Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share amount |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 87,759 | $ 117,557 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 1,839,078 | $ 1,794,179 |
Less - Accumulated depreciation and amortization | (1,700,208) | (1,612,448) |
Property and Equipment, Net | 138,870 | 181,731 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 1,064,676 | 1,025,287 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 136,524 | 136,524 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 41,257 | 41,257 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 596,621 | $ 591,111 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 8,101,661 | $ 8,101,661 |
Accumulated impairment charges on goodwill | $ 30,085,862 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at beginning of year | $ 174,237 | $ 306,575 |
Addition: Acquisition of software license | 400,000 | |
Deduction: Amortization expense | (91,646) | (132,338) |
Balance at end of year | $ 482,591 | $ 174,237 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Adjusted Carrying Amount | $ 880,661 | $ 480,661 | |
Accumulated Amortization | (398,070) | (306,424) | |
Net | 482,591 | 174,237 | $ 306,575 |
Patents and Copyrights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Adjusted Carrying Amount | 480,661 | 480,661 | |
Accumulated Amortization | (331,403) | (306,424) | |
Net | $ 149,258 | $ 174,237 | |
Patents and Copyrights [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 2 years | ||
Patents and Copyrights [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 17 years | ||
Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated Useful Life | 5 years | ||
Adjusted Carrying Amount | $ 400,000 | ||
Accumulated Amortization | (66,667) | ||
Net | $ 333,333 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets Amortization Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of intangible assets | $ 91,646 | $ 132,338 |
Cost of Sales [Member] | ||
Amortization of intangible assets | 81,372 | 104,830 |
General and Administrative [Member] | ||
Amortization of intangible assets | $ 10,274 | $ 27,508 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2021 | $ 104,979 | ||
2022 | 104,979 | ||
2023 | 104,979 | ||
2024 | 104,979 | ||
2025 | 38,313 | ||
Thereafter | 24,362 | ||
Finite-lived intangible assets, net | $ 482,591 | $ 174,237 | $ 306,575 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Aug. 31, 2015 | Dec. 31, 2020 | Dec. 31, 2019 |
Note receivable | $ 29,017 | ||
Jamestown S'Klallam Tribe [Member] | |||
Sale of assets cash consideration | $ 350,000 | ||
Upfront cash payment amount | 30,000 | ||
Issuance of promissory note | 200,000 | ||
Contingent consideration maximum amount | 120,000 | ||
Promissory note monthly payment | $ 3,683 | ||
Promissory note interest rate | 4.00% | ||
Promissory note term | 60 months | ||
Promissory note expiration year | Aug. 31, 2020 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Apr. 14, 2020 | Apr. 09, 2020 | Dec. 31, 2020 | Feb. 06, 2019 |
Line of Credit Facility [Line Items] | ||||
Line of credit facility, unused availability | $ 2,000,000 | |||
First Bank [Member] | Paycheck Protection Program [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Unsecured promissory note payable | $ 796,100 | |||
Proceeds from unsecured promissory note payable | $ 10,000 | |||
Note maturity term description | Under the terms of the Note, the Company can apply for forgiveness on this Note with the Loan Servicer if certain conditions including the use of the Note proceeds are met over a 24-week period commencing from the date of the Note. | |||
Note interest rate | 1.00% | |||
Revolving Credit Facility [Member] | Citi Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 | |||
Revolving Credit Facility [Member] | Northwest Bank [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Percentage of line of credit interest | 4.75% | |||
Line of credit facility, interest rate description | The facility bears interest at a rate consistent of Citibank's Base Rate (4.75% at December 31, 2020) minus 2%. |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 123,787 | $ 171,331 |
Payroll and related | 604,302 | 544,441 |
Incentive bonuses | 834,910 | 632,105 |
Other | 75,799 | 60,209 |
Accrued expenses | $ 1,638,798 | $ 1,408,086 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax, description | The reduction of the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21% in 2018. | ||
Effective corporate tax rate | 21.00% | ||
Tax interest or penalties | |||
Net operating loss carryforwards | $ 17,000,000 | ||
Operating loss carryforwards expiration term | Expire from 2021 through 2040. | ||
Valuation allowance and deferred tax assets (increased) decreased, value | $ 374,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 4,624,000 | $ 4,498,000 |
Payroll related accruals | 235,000 | |
Stock-based compensation | 89,000 | 171,000 |
Intangible assets | 89,000 | 78,000 |
Reserves | 11,000 | 11,000 |
Research and development tax credits | 411,000 | 333,000 |
Total deferred tax assets | 5,459,000 | 5,091,000 |
Depreciation | (24,000) | (30,000) |
Total deferred tax liabilities | (24,000) | (30,000) |
Net deferred tax assets | 5,435,000 | 5,061,000 |
Less: Valuation allowance | (5,435,000) | (5,061,000) |
Deferred tax assets, net of allowance |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options weighted average fair value price per shares | $ 1.82 | ||
Class of warrant or right, outstanding | 12,680 | 63,430 | |
Warrants exercise price | $ 2.20 | $ 2.20 | |
Number of warrants exercised | 50,750 | 320,070 | |
Performance Stock Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued to officers and certain employees | 265,942 | ||
Vest based on company's market price percentage | 50.00% | ||
vest based on its Adjusted EBITDA percentage | 50.00% | ||
Unrecognized compensation cost related to non-vested share-based compensation | $ 627,842 | ||
Recognized over weight average period | 1 year 11 months 23 days | ||
2015 Omnibus Incentive Plan [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum number of shares issuance during the period | 4,000,000 | ||
2015 Omnibus Incentive Plan [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of fair value per share granted | 110.00% | ||
Percentage of grants owning more than voting stock | 10.00% | ||
Stock Option Plans [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options available for future grants | 1,191,445 | ||
Series A Convertible Preferred Stock [Member] | January 1997 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Preferred stock par value | $ 0.01 | ||
Preferred stock liquidation price per share | $ 1 | $ 1 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Fair Value of Share Based Payment (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Equity [Abstract] | |
Grant price | $ 2.68 |
Exercise price | $ 2.68 |
Expected dividend yield | 0.00% |
Expected volatility | 84.92% |
Expected life (in years) | 5 years |
Risk-free interest rate | 2.49% |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity (Details) - Stock Option Plans [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares Subject to Issuance, Outstanding | 1,421,623 | 1,072,332 |
Number of Shares Subject to Issuance, Granted | 444,163 | |
Number of Shares Subject to Issuance, Exercised | (783,741) | (94,872) |
Number of Shares Subject to Issuance, Outstanding | 637,882 | 1,421,623 |
Number of Shares Subject to Issuance, Exercisable | 359,967 | |
Weighted-average Exercise Price, Outstanding | $ 1.78 | $ 1.44 |
Weighted-average Exercise Price, Granted | 2.68 | |
Weighted-average Exercise Price, Exercised | 1.20 | 2.08 |
Weighted-average Exercise Price, Outstanding | 2.50 | $ 1.78 |
Weighted-average Exercise Price, Exercisable | $ 2.33 | |
Weighted-average Remaining Contractual Term, Outstanding Beginning | 1 year 11 months 15 days | 1 year 10 months 6 days |
Weighted-average Remaining Contractual Term, Outstanding Ending | 2 years 6 months 18 days | 1 year 11 months 15 days |
Weighted-average Remaining Contractual Term, Exercisable | 2 years 2 months 12 days | |
Outstanding-Aggregate Intrinsic Value, Ending | $ 5,686,421 | $ 8,113,777 |
Exercisable-Aggregate Intrinsic Value | $ 3,269,723 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding - Number Of Options | shares | 637,882 |
Options Outstanding - Weighted-Average Remaining Life | 2 years 6 months 18 days |
Options Outstanding - Weighted Average Exercise Price | $ 2.50 |
Options Exercisable - Number of Options | shares | 359,967 |
Options Exercisable - Weighted Average Exercise Price | $ 2.33 |
Exercise Price One [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices - Lower Range Limit | 1.01 |
Range of Exercise Prices - Upper Range Limit | $ 1.56 |
Options Outstanding - Number Of Options | shares | 71,719 |
Options Outstanding - Weighted-Average Remaining Life | 2 months 1 day |
Options Outstanding - Weighted Average Exercise Price | $ 1.02 |
Options Exercisable - Number of Options | shares | 71,719 |
Options Exercisable - Weighted Average Exercise Price | $ 1.16 |
Exercise Price Two [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Range of Exercise Prices - Lower Range Limit | 1.75 |
Range of Exercise Prices - Upper Range Limit | $ 2.87 |
Options Outstanding - Number Of Options | shares | 566,163 |
Options Outstanding - Weighted-Average Remaining Life | 2 years 10 months 6 days |
Options Outstanding - Weighted Average Exercise Price | $ 2.68 |
Options Exercisable - Number of Options | shares | 288,248 |
Options Exercisable - Weighted Average Exercise Price | $ 2.65 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Restricted Stock Units Outstanding (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares Outstanding Beginning Balance | 2,670 | |
Number of Shares Granted | 38,855 | 12,477 |
Number of Shares Vested and Settled in Shares | (39,771) | (9,807) |
Number of Shares Outstanding Ending Balance | 1,754 | 2,670 |
Weighted Average Grant Date Fair Value Outstanding Beginning Balance | $ 7.49 | |
Weighted Average Grant Date Fair Value Granted | 5.78 | 5.53 |
Weighted Average Grant Date Fair Value Vested and Settled in Shares | 5.65 | 5 |
Weighted Average Grant Date Fair Value Outstanding Ending Balance | 11.40 | 7.49 |
Aggregate Intrinsic Value Outstanding Beginning Balance | ||
Aggregate Intrinsic Value Outstanding Ending Balance |
Stockholders' Equity - Schedu_4
Stockholders' Equity - Schedule of Performance Stock Units Outstanding (Details) - Performance Stock Units (PSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares Outstanding Beginning Balance | 265,942 | |
Number of Shares Granted | 265,942 | |
Number of Shares Outstanding Ending Balance | 265,942 | 265,942 |
Weighted Average Grant Date Fair Value Outstanding Beginning Balance | $ 7.91 | |
Weighted Average Grant Date Fair Value Granted | 7.91 | |
Weighted Average Grant Date Fair Value Outstanding Ending Balance | 7.91 | 7.91 |
Aggregate Intrinsic Value Outstanding Beginning Balance | ||
Aggregate Intrinsic Value Outstanding Granted | ||
Aggregate Intrinsic Value Outstanding Ending Balance |
Stockholders' Equity - Schedu_5
Stockholders' Equity - Schedule of Share Based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Stock options | $ 198,407 | $ 515,805 |
Restricted stock units | 140,000 | 69,060 |
Performance stock units | 71,070 | |
Share-based Compensation, Total | $ 409,477 | $ 584,865 |
Stockholders' Equity - Schedu_6
Stockholders' Equity - Schedule of Stock Based Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Expense | $ 409,477 | $ 584,865 |
Selling, General and Administrative [Member] | ||
Share-based Compensation Expense | 366,780 | 561,391 |
Research and Development [Member] | ||
Share-based Compensation Expense | $ 42,697 | $ 23,474 |
Issuance of Common Stock (Detai
Issuance of Common Stock (Details Narrative) - Initial Public Offering [Member] | Jun. 23, 2020USD ($)$ / sharesshares |
Number of common stock shares issued | shares | 1,769,230 |
Shares issued price per share | $ / shares | $ 6.50 |
Proceeds from offering | $ 10,710,000 |
Direct offering costs | $ 141,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Mar. 23, 2021 | Feb. 26, 2020 | Oct. 04, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments And contingencies [Line Items] | |||||
Percentage of maximum compensation | 35.00% | ||||
Percentage of contribute a matching contribution | 50.00% | ||||
Percentage of eligible employee's deferral election | 6.00% | ||||
Matching contributions | $ 69,681 | $ 62,786 | |||
Plan asset value | 3,000,000 | 2,400,000 | |||
2019 Bonus Plan [Member] | |||||
Commitments And contingencies [Line Items] | |||||
Bonus liability | 655,560 | ||||
2019 Employee Incentive Plan [Member] | |||||
Commitments And contingencies [Line Items] | |||||
Bonus liability | 179,350 | ||||
Dr. William Roof [Member] | |||||
Commitments And contingencies [Line Items] | |||||
Received aggregate cash payments | $ 500,000 | ||||
Software License Agreement [Member] | Third Party [Member] | |||||
Commitments And contingencies [Line Items] | |||||
Purchase price | $ 400,000 | ||||
Purchase obligation | 300,000 | ||||
Annual fee | $ 35,000 | ||||
Subsequent Event [Member] | Employment Agreement [Member] | Mr. Gafke's [Member] | |||||
Commitments And contingencies [Line Items] | |||||
Number of restricted stock shares granted | 90,000 | ||||
Number of options to purchase shares of common stock | 60,000 | ||||
Utilities [Member] | |||||
Commitments And contingencies [Line Items] | |||||
Rent expense | $ 125,616 | 125,616 | |||
Operating lease incremental borrowing rate | 5.00% | ||||
Cash payment for rent and utility | $ 130,611 | 126,496 | |||
Melville, New York [Member] | |||||
Commitments And contingencies [Line Items] | |||||
Rent expense | $ 10,334 | ||||
Lease expiration | Mar. 31, 2021 |