Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | authID Inc. | |
Trading Symbol | AUID | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 7,874,962 | |
Amendment Flag | false | |
Entity Central Index Key | 0001534154 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40747 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-2069547 | |
Entity Address, Address Line One | 1580 North Logan Street | |
Entity Address, Address Line Two | Suite 660, Unit 51767 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80203 | |
City Area Code | 516 | |
Local Phone Number | 274-8700 | |
Title of 12(b) Security | Common Stock par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 3,811,014 | $ 3,237,106 |
Accounts receivable, net | 48,832 | 261,809 |
Other current assets, net | 474,178 | 729,342 |
Deferred contract costs | 66,300 | |
Current assets held for sale | 118,459 | |
Total current assets | 4,400,324 | 4,346,716 |
Other Assets | 250,383 | |
Intangible Assets, net | 370,409 | 566,259 |
Goodwill | 4,183,232 | 4,183,232 |
Non-current assets held for sale | 27,595 | |
Total assets | 8,953,965 | 9,374,185 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 989,538 | 1,154,072 |
Deferred revenue | 103,052 | 81,318 |
Current liabilities held for sale | 13,759 | |
Total current liabilities | 1,092,590 | 1,249,149 |
Non-current Liabilities: | ||
Convertible debt | 220,309 | 7,841,500 |
Accrued severance liability | 325,000 | |
Total liabilities | 1,637,899 | 9,090,649 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized; 7,874,962 and 3,179,789 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 786 | 318 |
Additional paid in capital | 163,613,111 | 140,257,448 |
Accumulated deficit | (156,310,215) | (140,130,159) |
Accumulated comprehensive income | 12,384 | 155,929 |
Total stockholders’ equity | 7,316,066 | 283,536 |
Total liabilities and stockholders’ equity | $ 8,953,965 | $ 9,374,185 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 7,874,962 | 3,179,789 |
Common stock, shares outstanding | 7,874,962 | 3,179,789 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues, net | $ 43,389 | $ 30,023 | $ 118,387 | $ 261,484 |
Operating Expenses: | ||||
General and administrative | 2,965,344 | 3,914,432 | 5,712,303 | 11,583,798 |
Research and development | 749,705 | 1,620,492 | 1,666,638 | 4,689,515 |
Depreciation and amortization | 60,416 | 213,049 | 212,450 | 673,882 |
Total operating expenses | 3,775,465 | 5,747,973 | 7,591,391 | 16,947,195 |
Loss from continuing operations | (3,732,076) | (5,717,950) | (7,473,004) | (16,685,711) |
Other Income (Expense): | ||||
Other income (expense) | 29,511 | (42,148) | 30,671 | (38,908) |
Interest expense, net | (13,138) | (437,301) | (1,095,320) | (931,205) |
Conversion expense | (7,476,000) | |||
Loss on debt extinguishment | (380,741) | |||
Other income (expense), net | 16,373 | (479,449) | (8,921,390) | (970,113) |
Loss from continuing operations before income taxes | (3,715,703) | (6,197,399) | (16,394,394) | (17,655,824) |
Income tax benefit (expense) | 7,052 | (3,255) | (1,048) | |
Loss from continuing operations | (3,715,703) | (6,190,347) | (16,397,649) | (17,656,872) |
Gain (loss) from discontinued operations | (1,915) | 43,645 | 1,524 | (363,385) |
Gain (loss) on sale of discontinued operations | (188,247) | 216,069 | (188,247) | |
Total gain (loss) from discontinued operations | (1,915) | (144,602) | 217,593 | (551,632) |
Net loss | $ (3,717,618) | $ (6,334,949) | $ (16,180,056) | $ (18,208,504) |
Net Loss Per Share - Basic and Diluted | ||||
Continuing operations (in Dollars per share) | $ (0.47) | $ (2) | $ (3.05) | $ (5.8) |
Discontinued operations (in Dollars per share) | $ 0 | $ (0.05) | $ 0.04 | $ (0.18) |
Weighted Average Shares Outstanding - Basic (in Shares) | 7,874,962 | 3,102,745 | 5,376,821 | 3,044,151 |
Verified software license [Member] | ||||
Revenues: | ||||
Total revenues, net | $ 42,369 | $ 30,023 | $ 114,269 | $ 116,925 |
Legacy authentication services [Member] | ||||
Revenues: | ||||
Total revenues, net | $ 1,020 | $ 4,118 | $ 144,559 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Continuing operations, Diluted | $ (0.53) | $ (2) | $ (3.13) | $ (5.80) |
Discontinued operations, Diluted | $ 0 | $ (0.05) | $ 0.04 | $ (0.18) |
Weighted Average Shares Outstanding – Diluted (in Shares) | 7,874,962 | 3,102,745 | 5,376,821 | 3,044,151 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Loss | $ (3,717,618) | $ (6,334,949) | $ (16,180,056) | $ (18,208,504) |
Foreign currency translation (loss) gain | 12,592 | (37,383) | (143,545) | (72,431) |
Comprehensive loss | $ (3,705,026) | $ (6,372,332) | $ (16,323,601) | $ (18,280,935) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balances at Dec. 31, 2021 | $ 293 | $ 126,583,738 | $ (115,899,939) | $ 211,486 | $ 10,895,578 |
Balances (in Shares) at Dec. 31, 2021 | 2,926,655 | ||||
Stock-based compensation | 6,726,871 | 6,726,871 | |||
Shares issued in lieu of interest | $ 2 | 473,810 | 473,812 | ||
Shares issued in lieu of interest (in Shares) | 23,964 | ||||
Warrants for services with the issuance of convertible debt | 449,474 | 449,474 | |||
Cashless stock option exercise | $ 2 | (2) | |||
Cashless stock option exercise (in Shares) | 23,139 | ||||
Cashless warrant exercise | |||||
Cashless warrant exercise (in Shares) | 172 | ||||
Warrant exercise for cash | $ 1 | 66,002 | 66,003 | ||
Warrant exercise for cash (in Shares) | 4,584 | ||||
Convertible note converted into common stock | $ 1 | 49,999 | 50,000 | ||
Convertible note converted into common stock (in Shares) | 1,689 | ||||
Sale of common stock for cash, net of offering costs | $ 13 | 3,146,927 | 3,146,940 | ||
Sale of common stock for cash, net of offering costs (in Shares) | 132,940 | ||||
Common stock issued with convertible debt | $ 1 | 91,756 | 91,757 | ||
Common stock issued with convertible debt (in Shares) | 3,562 | ||||
Common stock issued for working capital facility | $ 1 | 302,999 | 303,000 | ||
Common stock issued for working capital facility (in Shares) | 12,500 | ||||
Net loss | (18,208,504) | (18,208,504) | |||
Foreign currency translation | (72,431) | (72,431) | |||
Balances at Sep. 30, 2022 | $ 314 | 137,891,574 | (134,108,443) | 139,055 | 3,922,500 |
Balances (in Shares) at Sep. 30, 2022 | 3,129,205 | ||||
Balances at Jun. 30, 2022 | $ 311 | 135,325,005 | (127,773,494) | 176,438 | 7,728,260 |
Balances (in Shares) at Jun. 30, 2022 | 3,113,580 | ||||
Stock-based compensation | 2,227,764 | 2,227,764 | |||
Shares issued in lieu of interest | $ 1 | 222,804 | 222,805 | ||
Shares issued in lieu of interest (in Shares) | 9,352 | ||||
Warrant exercise for cash | $ 1 | 66,002 | 66,003 | ||
Warrant exercise for cash (in Shares) | 4,584 | ||||
Convertible note converted into common stock | $ 1 | 49,999 | 50,000 | ||
Convertible note converted into common stock (in Shares) | 1,689 | ||||
Net loss | (6,334,949) | (6,334,949) | |||
Foreign currency translation | (37,383) | (37,383) | |||
Balances at Sep. 30, 2022 | $ 314 | 137,891,574 | (134,108,443) | 139,055 | 3,922,500 |
Balances (in Shares) at Sep. 30, 2022 | 3,129,205 | ||||
Balances at Dec. 31, 2022 | $ 318 | 140,257,448 | (140,130,159) | 155,929 | $ 283,536 |
Balances (in Shares) at Dec. 31, 2022 | 3,179,789 | 3,179,789 | |||
Balances at Dec. 31, 2022 | $ 318 | 140,257,448 | (140,130,159) | 155,929 | $ 283,536 |
Balances (in Shares) at Dec. 31, 2022 | 3,179,789 | 3,179,789 | |||
Balances at Jun. 30, 2023 | $ 786 | 162,155,308 | (152,592,597) | (208) | $ 9,563,289 |
Balances (in Shares) at Jun. 30, 2023 | 7,874,962 | ||||
Balances at Dec. 31, 2022 | $ 318 | 140,257,448 | (140,130,159) | 155,929 | $ 283,536 |
Balances (in Shares) at Dec. 31, 2022 | 3,179,789 | 3,179,789 | |||
Stock-based compensation | (22,949) | $ (22,949) | |||
Shares issued in lieu of interest | $ 11 | 387,567 | $ 387,578 | ||
Shares issued in lieu of interest (in Shares) | 111,516 | ||||
Cashless stock option exercise (in Shares) | |||||
Warrants for services with securities purchase agreement | 438,000 | $ 438,000 | |||
Conversion of convertible debt into common stock | $ 235 | 15,331,776 | 15,332,011 | ||
Conversion of convertible debt into common stock (in Shares) | 2,348,347 | ||||
Conversion of credit facility borrowings into common stock | $ 24 | 899,976 | 900,000 | ||
Conversion of credit facility borrowings into common stock (in Shares) | 245,634 | ||||
Sale of common stock for cash, net of offering costs | $ 198 | 6,321,293 | 6,321,491 | ||
Sale of common stock for cash, net of offering costs (in Shares) | 1,989,676 | ||||
Net loss | (16,180,056) | (16,180,056) | |||
Foreign currency translation | (143,545) | (143,545) | |||
Balances at Sep. 30, 2023 | $ 786 | 163,613,111 | (156,310,215) | 12,384 | $ 7,316,066 |
Balances (in Shares) at Sep. 30, 2023 | 7,874,962 | 7,874,962 | |||
Balances at Jun. 30, 2023 | $ 786 | 162,155,308 | (152,592,597) | (208) | $ 9,563,289 |
Balances (in Shares) at Jun. 30, 2023 | 7,874,962 | ||||
Stock-based compensation | 1,519,952 | 1,519,952 | |||
Incremental offering costs | (62,149) | (62,149) | |||
Net loss | (3,717,618) | (3,717,618) | |||
Foreign currency translation | 12,592 | 12,592 | |||
Balances at Sep. 30, 2023 | $ 786 | $ 163,613,111 | $ (156,310,215) | $ 12,384 | $ 7,316,066 |
Balances (in Shares) at Sep. 30, 2023 | 7,874,962 | 7,874,962 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (16,180,056) | $ (18,208,504) |
Adjustments to reconcile net loss with cash flows from operations: | ||
Depreciation and amortization expense | 212,450 | 674,836 |
Provision for doubtful collection of other receivable | 150,000 | |
Stock-based compensation | (22,949) | 6,726,871 |
Warrants for services with securities purchase agreement | 438,000 | |
Shares issued in lieu of interest | 387,578 | 473,812 |
Amortization of debt discounts and issuance costs | 693,420 | 403,244 |
(Gain) loss from sale of discontinued operation | (216,069) | 188,247 |
Conversion expense | 7,476,000 | |
Loss on debt extinguishment | 380,741 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 212,977 | (9,234) |
Deferred contract costs | (66,300) | |
Other assets | 66,676 | (161,884) |
Accounts payable and accrued expenses | (178,428) | 235,050 |
Deferred revenue | 21,734 | (102,074) |
Other accrued liabilities | 290,000 | |
Adjustments relating to discontinued operations | 110,064 | 226,586 |
Net cash flows from operating activities | (6,224,162) | (9,553,050) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of discontinued operations, net of selling costs | 91,751 | 146,728 |
Cash disposed of from the sale of a discontinued operation | (299,505) | |
Purchase of property and equipment - discontinued operations | (16,159) | |
Purchase of property and equipment | (7,981) | |
Purchase of intangible assets | (16,601) | (6,311) |
Net cash flows from investing activities | 75,150 | (183,228) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock, net of offering costs | 6,321,492 | 3,146,940 |
Credit facility drawdown, net of issuance costs | 543,760 | |
Proceeds from issuance of convertible note payable, net of issuance costs | 7,992,841 | |
Proceeds from exercise of warrants | 66,003 | |
Cash paid for working capital facility | (300,000) | |
Payments on notes payable - discontinued operations | (1,579) | |
Principal payments on capital lease obligation - discontinued operations | (10,582) | |
Net cash flows from financing activities | 6,865,252 | 10,893,623 |
Effect of Foreign Currencies | (145,035) | (78,019) |
Net Change in Cash | 571,205 | 1,079,326 |
Cash, Beginning of the Period | 3,237,106 | 5,767,276 |
Cash, Beginning of the Period - Discontinued Operations | 2,703 | 270,707 |
Cash, End of the Period - Discontinued Operations | (11,342) | |
Cash, End of the Period | 3,811,014 | 7,105,967 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest - discontinued operations | 364 | 8,779 |
Cash paid for income taxes | 3,255 | 2,193 |
Cash paid for income taxes - discontinued operations | 1,254 | 4,493 |
Schedule of Non-cash Investing and Financing Activities: | ||
Conversion of convertible note payable and accrued interest to common stock | 7,856,011 | 6,232,340 |
Conversion of credit facility borrowings into common stock | 900,000 | |
Warrants for consulting services with the sale of common stock | 438,000 | |
Cashless option and warrant exercises | 67 | |
Settlement of accounts payable with issuance of common stock | 349,376 | |
Reclass from other assets to intangible assets | $ 8,270 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | NOTE 1 – BASIS OF PRESENTATION In the opinion of Management, the accompanying unaudited condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for future periods or the full year. The condensed consolidated financial statements include the accounts of authID Inc. and its wholly-owned subsidiaries MultiPay S.A.S., ID Solutions, Inc., FIN Holdings Inc., Ipsidy Enterprises Limited and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. Going Concern As of September 30, 2023, the Company had an accumulated deficit of approximately $156.3 million. For the three and nine months ended September 30, 2023, the Company earned revenue from continuing operations of approximately $0.04 million and $0.12 million, used approximately $2.1 million and $6.2 million to fund its operations, and incurred a net loss of approximately $3.7 million and $16.2 million, respectively. The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders and noteholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition, and acquiring new clients to generate revenues and cash flows. During the nine months ended September 30, 2023, the Company has secured additional financing of approximately $6.4 million net, which provides funding for its current operations as it continues to invest in its product, people, and technology. Although there is no guarantee, the Company projects that the investments will lead to revenue expansion thereby reducing liquidity needs. However, in order to further implement its business plan and satisfy its working capital requirements, the Company will need to raise additional capital. There is no guarantee that the Company will be able to raise additional equity or debt financing at acceptable terms, if at all. There is no assurance that the Company will ever be profitable. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow positive) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern. Reclassification Certain prior year expenses have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the previously reported loss from continuing operations and management does not believe that this reclassification is material to the consolidated financial statements taken as a whole. Specifically, we reclassified certain expenses from general and administrative expenses to research and development expenses. Net Loss per Common Share The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2023 and 2022 because their effect was antidilutive: Security 2023 2022 Convertible notes payable 8,278 325,188 Warrants 488,018 163,045 Stock options 1,685,570 1,212,202 2,181,866 1,700,435 Revenue Recognition Verified Software License The Company had contract liabilities of approximately $103,000 and $81,000 as of September 30, 2023 and December 31, 2022 respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of September 30, 2023 are expected to be earned over the next twelve months. Remaining Performance Obligations As of September 30, 2023, the Company’s Remaining Performance Obligation (RPO) was $1.87 million, of which $0.10 million is held as deferred revenue and $1.77 million is related to other non-cancelable contracted amounts. The Company expects approximately 34% of the RPO to be recognized as revenue in the twelve months ending September 30, 2024 based on contractual commitments and expected usage patterns. However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion. Furthermore, the Company does not have historical information to estimate the recognition of revenue due to its current operations and has approximated such amount based on discussions with the contracted parties. Deferred Contract Costs Deferred Contract Costs Carrying Value at December 31, 2022 $ - Additions 66,300 Amortization - Carrying Value at September 30, 2023 $ 66,300 Legacy Authentication Services Revenue Accounting Pronouncement |
Other Current Assets and Other
Other Current Assets and Other Assets | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Assets and Other Assets [Abstract] | |
OTHER CURRENT ASSETS AND OTHER ASSETS | NOTE 2 – OTHER CURRENT ASSETS AND OTHER ASSETS Other current assets consisted of the following at September 30, 2023 (unaudited) and December 31, 2022: September 30, December 31, 2023 2022 Prepaid insurance $ 295,188 $ 244,215 Prepaid third party services 155,052 135,405 Unamortized credit facility fees - 199,156 Other 23,938 150,566 $ 474,178 $ 729,342 Other assets consisted of the following at September 30, 2023 (unaudited) and December 31, 2022: September 30, December 31, 2023 2022 Unamortized working capital facility fees $ - $ 248,945 Other - 1,438 $ - $ 250,383 |
Intangible Assets, Net (Other t
Intangible Assets, Net (Other than Goodwill) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, Net (Other than Goodwill) [Abstract] | |
INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL) | NOTE 3 – INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL) The Company’s intangible assets primarily consist of acquired and developed software that is being amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the nine months ended September 30, 2023 (unaudited): Acquired and Developed Software Patents Total Useful Lives 5 Years 10 Years Carrying Value at December 31, 2022 $ 435,595 $ 130,664 $ 566,259 Acquisition of intangible assets 16,601 - 16,601 Amortization (200,100 ) (12,351 ) (212,451 ) Carrying Value at September 30, 2023 $ 252,096 $ 118,313 $ 370,409 The following is a summary of intangible assets as of September 30, 2023 (unaudited): Acquired and Developed Software Patents Total Cost $ 4,492,872 164,614 $ 4,657,486 Accumulated amortization (4,240,776 ) (46,301 ) (4,287,077 ) Carrying Value at September 30, 2023 $ 252,096 $ 118,313 $ 370,409 Amortization expense totaled approximately $212,450 and $642,000 for the nine months ended September 30, 2023, and 2022, respectively. Future expected amortization of intangible assets is as follows: 2023 (Remainder of the Year) $ 51,458 2024 171,414 2025 67,111 2026 19,776 2027 9,776 Thereafter 50,874 $ 370,409 There is no impairment indicator identified for impairment of the Company’s intangible assets and goodwill as of September 30, 2023. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of September 30, 2023 (unaudited) and December 31, 2022: September 30, December 31, 2023 2022 Trade payables $ 426,723 $ 623,130 Accrued payroll and related obligations 113,494 145,837 Other accrued expenses 449,321 385,105 $ 989,538 $ 1,154,072 On February 14, 2023, the Company’s Board of Directors resolved to implement a revised budget for 2023 in order to reduce expenses and cash requirements and as part of such revised budget decided to re-balance staffing levels to better align with the evolving needs of the Company (the “Labor Reduction Plan”). Under the Labor Reduction Plan, 12 employees and 6 contractors have left the Company. The Company has also given termination notice to certain vendors and contractors that provide services to the Company. For the nine months ended September 30, 2023, the Company incurred approximately $0.8 million of severance expenses, of which $0.4 million was paid and $0.1 million was included in the Accounts payable and accrued expenses and the remaining $0.3 million was accrued for in Other liabilities as a long term liability on the unaudited Condensed Consolidated Balance Sheets as of September 30, 2023. |
Working Capital Faciltiy
Working Capital Faciltiy | 9 Months Ended |
Sep. 30, 2023 | |
Working Capital Faciltiy [Abstract] | |
WORKING CAPITAL FACILTIY | NOTE 5 – WORKING CAPITAL FACILTIY On March 21, 2022, the Company entered into a Credit Facility Agreement (the “Original Facility Agreement”) with Stephen J. Garchik (“Garchik”), who is a shareholder of the Company, pursuant to which Garchik agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that could be drawn down in several tranches, subject to certain conditions described in the Original Facility Agreement. Pursuant to the Original Facility Agreement, the Company paid Garchik a Facility Commitment Fee of 12,500 shares of our common stock upon the effective date of the Original Facility Agreement. On March 8, 2023, the Company entered into an Amended and Restated Facility Agreement (“A&R Facility Agreement”) with Garchik, pursuant to which the Company and Garchik amended and restated the Original Facility Agreement in its entirety, to replace the credit facility contemplated by the Original Facility Agreement with (i) an initial credit facility to the Company in an amount of $900,000 and (ii) the parties to use their reasonable best efforts after the Initial Funding to negotiate the terms of a subsequent credit facility in the aggregate amount of $2,700,000 (the “Subsequent Funding”). On March 9, 2023, pursuant to the A&R Facility Agreement, the Company entered into a promissory note (the “Initial Promissory Note”) in favor of Garchik, pursuant to which Garchik loaned the amount of $900,000 (the “Principal Amount”) to the Company. In connection with the Company and Garchik entering into the Initial Promissory Note, each of the principal United States based subsidiaries of the Company agreed to, for the benefit and security of Garchik, guarantee the payment and performance all of the Company’s obligations under the Initial Promissory Note and the Guaranty. The Company and Garchik also entered into the Release Agreement, pursuant to which the Company and Garchik mutually agreed to release any and all rights to make a claim against the other and any existing claims against the other arising out of or relating to the Original Facility Agreement. The Company wrote-off approximately $410,000 of the issuance costs related to the Original Credit Facility and capitalized $426,000 issuance costs related to the A&R Facility Agreement as of March 31, 2023. On May 25, 2023, the Company and Garchik agreed to cancel the Initial Promissory Note, terminate the A&R Facility Agreement and Guaranty and satisfy and offset the outstanding balance of the Initial Promissory Note, plus accrued and unpaid interest in the aggregate amount of $929,250 against the purchase price of certain shares of common stock of the Company. See Note 8 “Shareholders’ Equity”. All remaining unamortized debt issuance costs of approximately $381,000 related to the Initial Promissory Note and the A&R Facility Agreement were recorded as a loss on debt extinguishment for the nine months ended September 30, 2023. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE On March 21, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with certain accredited investors, including certain directors of the Company or their affiliates (the “Note Investors”), and, pursuant to the SPA, sold to the Note Investors Senior Secured Convertible Notes (the “Convertible Notes”) with an aggregate initial principal amount of approximately $9.2 million and a conversion price of $29.60. The Convertible Notes were sold with an aggregate cash origination fee of approximately $200,000, and we issued a total of approximately 3,563 shares of our common stock to the Note Investors as an additional origination fee. The Convertible Notes accrue interest at the rate of 9.75% per annum, which is payable in cash or, for some or all of the first five interest payments, in shares of our common stock at the Company’s option, on the last day of each calendar quarter before the maturity date and on the maturity date. The maturity date of the Convertible Notes is March 31, 2025. During the quarter ended September 30, 2022, a holder of a Convertible Note converted the full principal amount of $50,000 and accrued interest of $406 into 1,706 shares of our common stock. During the quarter ended September 30, 2022, the Company issued 9,335 shares of common stock for approximately $223,000 of interest. During the nine months ended September 30, 2023 and 2022, the Company issued 103,533 and 23,947 shares of common stock for approximately $358,000 and $474,000 of interest expense, respectively. The number of shares issued to each Note Investor was based on the VWAP of the common stock as of the relevant interest payment date, as defined in the Convertible Notes. In connection with the issuance of the Convertible Notes, the Company issued 17,836 common stock warrants to a broker and its representatives with an estimated grant date fair value of approximately $449,000 which was recorded as a reduction in the carrying value of the Convertible Notes. On May 23, 2023, the Company entered into an exchange agreement with certain holders (“Holders”) of the Convertible Notes of the Company, pursuant to which the Company agreed to issue 2,346,105 shares of common stock to the Holders in exchange for approximately $8.9 million (or approximately $7.9 million, net of debt issuance costs and discount) of the principal amount of Holders’ Convertible Notes at a price of $3.78 per share (or $4.12 if the Holder is a director, officer or insider of the Company). On June 7, 2023, the Company entered into a further Securities Purchase Agreement and Exchange Agreement with an accredited investor pursuant to which the Company agreed to issue 2,242 Exchange Shares in exchange for $13,000 of the principal amount of the Holder’s Convertible Note at a price of $5.80 per share. The Company also recognized an expense on conversion of convertible notes of approximately $7.5 million, representing the market value of the additional shares issued by the Company in exchange for the Convertible Notes, above the number of shares that the Holders would have received upon conversion at the original conversion price under the Convertible Notes. On May 23, 2023, the Company solicited the consent of the Convertible Notes Holders to eliminate substantially all of the restrictive covenants and a related event of default in the Convertible Notes. The Company received consent from Holders representing over the necessary 66.67% of the outstanding principal amount under the Convertible Notes. See Note 8 “Shareholders’ Equity”. The following is a summary of the Convertible Notes payable outstanding as of September 30, 2023 (unaudited): 9.75% convertible notes due March 31, 2025 $ 245,000 less: Unamortized debt issuance expense (24,691 ) $ 220,309 Future maturities of Convertible Notes payable as of September 30, 2023: 2025 $ 245,000 $ 245,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Convertible Notes Payable On May 23, 2023, pursuant to an Exchange Agreement, Mr. Ken Jisser converted $100,000 of Convertible Notes payable and accrued interest of $1,463 into 24,628 shares of common stock. On May 23, 2023, pursuant to an Exchange Agreement, Mr. Stephen J. Garchik, who is a shareholder of the Company, converted $1,000,000 of Convertible Notes payable and $14,625 of accrued interest into 264,831 and 3,874 shares of common stock, respectively. As a result of such exchange, the issuance of shares in satisfaction of the Credit Facility referred to below and the purchase of additional shares of common stock in May 2023, (See Note 8 “Shareholders’ Equity”), Mr. Garchik is now a holder of more than 10% of the outstanding shares of the Company’s common stock. See Note 6 “Convertible Notes Payable” and Note 8 “Shareholders’ Equity”. Issuance of Common Stock On May 23, 2023, Messrs. Rhoniel Daguro, CEO, Ken Jisser, Michael Thompson, members of the Company’s Board of Directors and Joseph Trelin, the Chairman of the Board, each purchased 12,500 shares of Company’s common stock at a price of $50,000. Credit Facility On March 21, 2022 the Company entered into the Original Facility Agreement with Mr. Stephen Garchik, an accredited investor, who is both a current shareholder of the Company and a Note Investor, pursuant to which Mr. Garchik agreed to provide a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes and may be drawn down in several tranches, subject to certain conditions described in the Original Facility Agreement. Pursuant to the Original Facility Agreement, the Company agreed to pay Mr. Garchik the Facility Commitment Fee of 12,500 shares of our common stock upon the effective date of the Original Facility Agreement. Upon request by Mr. Garchik and until the full amount due under the Original Agreement is repaid in full, the Company agreed to provide for the nomination of one designee specified in writing by Garchik for appointment to our board directors and for subsequent election to our board of directors and to recommend such nominee for election to our board of directors. On April 18, 2022, Joseph Trelin, as Garchik’s designee under the Original Facility Agreement, was appointed as a member of the Board of Directors of the Company. By virtue of such right of nomination Mr. Garchik considered himself a “director by deputization”. As described in Note 5 “Working Capital Facility”, the Original Facility Agreement was amended and restated effective March 8, 2023 pursuant to which amendment the amount of the facility was reduced to $3.6 million, an initial advance of $900,000 was made and subsequent advances under the A&R Facility Agreement are subject to various conditions including the granting of a security interest over substantially all the Company’s assets. Under the A&R Facility Agreement Garchik had a one-time right for the nomination of four designees specified in writing by Garchik for appointment to our board of directors. On March 9, 2023 Rhoniel Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as Garchik’s designees under the A&R Facility Agreement, were appointed as members of the Board of Directors of the Company. On May 25, 2023, the Company and Mr. Garchik agreed to cancel the Initial Promissory Note, terminated the A&R Facility Agreement and Guaranty and satisfied and offset the outstanding balance of the Note in the principal amount of $900,000 and $29,250 accrued and unpaid interest with the purchase price of 245,634 and 7,983 shares of common stock, respectively. See Note 5 “Working Capital Facility” and Note 8 “Shareholders’ Equity”. Executive Officers’ Agreements Effective March 23, 2023, Mr. Thomas Thimot resigned as the Company’s Chief Executive Officer. On March 23, 2023, the Company and Rhoniel A. Daguro, a director of the Company, entered an Offer Letter pursuant to which Mr. Daguro agreed to serve as Chief Executive Officer of the Company in consideration of an initial annual salary of $400,000. Mr. Daguro will be eligible for an annual target bonus of up to $375,000 based on performance milestones. For the period ending March 31, 2024, a bonus amount of $75,000 shall be payable upon the Company achieving increments of $1,000,000 in total contract value of all customer agreements less claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. For subsequent years, Mr. Daguro and the Compensation Committee of the Board will mutually agree as to the performance targets to be achieved, to earn the annual bonus. On April 10, 2023, the Company provided Mr. Daguro with an initial grant of options to purchase 306,875 shares of common stock at the exercise price of $3.176 per share for a period of ten years vesting subject to achievement of performance and service conditions. On June 28, 2023, the Company made an additional grant of options to Mr. Daguro to acquire 183,125 shares of common stock at the exercise price of $5.48 for a period of ten years vesting subject to achievement of performance and service conditions. The employment of Mr. Daguro is at will and may be terminated at any time, with or without formal cause. The Company also entered an Executive Retention Agreement with Mr. Daguro, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Daguro is entitled to receive an amount equal to 100% of his base salary, the actual bonus earned but unpaid for the previous year and any bonus that was earned but unpaid prior to the termination date. Further, upon termination upon a change of control or an involuntary termination, the Company will reimburse Mr. Daguro for the cost of continuation of health coverage for Mr. Daguro and his eligible dependents pursuant to COBRA until the earlier of 12 months following the termination date, the date Mr. Daguro and his dependents are eligible for health coverage from a new employer or the date Mr. Daguro and his eligible dependents are no longer eligible for COBRA. On April 25, 2022, Hang Pham and the Company entered an Offer Letter pursuant to which Ms. Pham agreed to serve as Chief Financial Officer with a planned employment date commencing June 20, 2022. Ms. Pham receives an annual salary of $275,000. The Company agreed to provide a bonus of 40% of the base salary based on achievement of performance milestones, calculated and payable in accordance with the corporate milestones approved by the Board for the year 2022. For subsequent fiscal years the bonus shall be subject to performance targets to be mutually agreed with the Compensation Committee of the Board. In addition, Ms. Pham received a signing bonus in the amount of $25,000, which is fully refundable to the Company if Ms. Pham leaves her employment voluntarily or is terminated for cause prior to the first anniversary of the commencement of employment. Upon commencing employment, Ms. Pham was granted an option to acquire 43,750 shares of common stock at an exercise price of $19.28 with an exercise period of ten years subject to certain performance and market vesting requirements. On May 11, 2023, the Company entered a Retention Agreement with Ms. Pham, pursuant to which the Company agreed to provide specified retention bonus amounts subject to certain performance conditions in the aggregate amount of up to $240,625 and to accelerate the vesting on her equity awards upon termination. This Agreement replaces the previous Executive Retention Agreement dated April 25, 2022, which was terminated and a release granted in relation thereto. Ms. Pham resigned as Chief Financial Officer effective August 15, 2023. On April 12, 2023, the Company entered an Offer Letter with Thomas R. Szoke, a director of the Company, pursuant to which Mr. Szoke agreed to serve as Chief Technology Officer in consideration of an initial annual salary of $250,000. Mr. Szoke received an initial signing bonus of $20,833 and will be eligible for an annual target bonus of up to $200,000 based on performance milestones. For the period ending March 31, 2024, a bonus amount of $40,000 shall be payable upon our company achieving increments of $1,000,000 in total contract value of all customer agreements less claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. For subsequent years, Mr. Szoke and the Compensation Committee of the Board will mutually agree as to the performance targets to be achieved, to earn the annual bonus. The vesting criteria of Mr. Szoke’s Stock Options to acquire 12,500 shares of common stock previously granted to Mr. Szoke on March 14, 2023 (the “Original Grant”) were amended pursuant to an Amended and Restated Stock Non-Statutory Option Agreement providing for vesting subject to achievement of performance and service conditions. All other terms of the Original Grant were not changed. On June 28, 2023, the Company made an additional grant of options to Mr. Szoke to acquire 50,000 shares of common stock at the exercise price of $5.48 per share for a period of ten years vesting subject to achievement of performance and service conditions. The employment of Mr. Szoke is at will and may be terminated at any time, with or without formal cause. The Company also entered an Executive Retention Agreement with Mr. Szoke, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Szoke is entitled to receive an amount equal to 100% of his base salary, the actual bonus earned but unpaid for the previous year and any bonus that was earned but unpaid prior to the termination date. Further, upon termination upon a change of control or an involuntary termination, the Company will reimburse Mr. Szoke for the cost of continuation of health coverage for Mr. Szoke and his eligible dependents pursuant to COBRA until the earlier of 12 months following the termination date, the date Mr. Szoke and his dependents are eligible for health coverage from a new employer or the date Mr. Szoke and his eligible dependents are no longer eligible for COBRA. On July 31, 2023, the Company and Edward Sellitto entered an Offer Letter pursuant to which Mr. Sellitto agreed to serve as Chief Financial Officer of the Company commencing August 15, 2023 in consideration of an annual salary of $250,000. Mr. Sellitto will be eligible for an annual target bonus of up to 60% of base salary based on achievement of performance milestones, as Mr. Sellitto and the Compensation Committee of the Board, will mutually agree for each year. The bonus shall be pro-rated for the year 2023. At the outset of employment, Mr. Sellitto was provided with a grant of options to purchase 50,000 shares of common stock vesting subject to achievement of performance and service conditions at an exercise price of $8.87, with an exercise period of 10 years. The employment of Mr. Sellitto will be at will and may be terminated at any time, with or without formal cause. Board of Directors Messrs. Thomas Thimot, Phillip L. Kumnick, Philip R. Broenniman, Michael A. Gorriz and Ms. Neepa Patel tendered their resignations from the Board of Directors of the Company on March 9, 2023. The Board of Directors appointed Joseph Trelin to the Company’s Compensation and Audit Committees. On March 9, 2023, the Board of Directors appointed Rhon Daguro, Ken Jisser, Michael Thompson and Thomas Szoke as additional directors of the Company and reduced the size of the Board of Directors from 8 directors to 7 directors. The Company granted Messrs. Jisser, Thompson and Szoke 12,500 options each at the exercise price of $2.64 per share. On March 16, 2023, the Company appointed Joseph Trelin as the Chairman of the Board, Michael Koehneman as Chairman of the Governance Committee and appointed Michael Thompson to the Company’s Compensation and Governance Committees. On June 28, 2023, the Company granted 15,625 options each at the exercise price of $5.48 per share to Messrs. Joseph Trelin, Michael Koehneman and Ms. Jacqueline White and 3,125 options each at the exercise price of $5.48 to Messrs. Jisser and Thompson, in accordance with the Company’s compensation policy for non-employee directors. Each such option vests over a period of twelve months. Services Agreements Mr. Ken Jisser joined our Board of Directors on March 9, 2023. Mr. Jisser is the founder and Chief Executive Officer of The Pipeline Group, Inc. (“TPG”), a technology-enabled services company that assists the Company with pipeline generation. On June 6, 2023, the Company entered into a services agreement with TPG. The agreement provides that TPG assist in providing outsourced sales including business development resources for outbound calling, provide support for automated dialing technology, classify customer data and other sales related services. In consideration of the services, the Company will pay TPG $47,000 per month during a one-year term. On October 25, 2023 the Agreement was amended to provide for additional services and for the Company to pay TPG $70,000 per month during the remainder of the term. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 STOCKHOLDERS’ EQUITY On June 26, 2023, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one-for-eight (1-for-8) reverse split (the “Reverse Split”) of the shares of the Company’s common stock. The Reverse Split became effective on July 7, 2023 (see Note 11 “Subsequent Event”). As a result of the Reverse Split, every eight shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share, and began trading on a post-split basis under the Company’s existing trading symbol, “AUID”, when the market opened on July 10, 2023. The Reverse Split affected all holders of common stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. A total of 62,816,330 shares of common stock were issued and outstanding immediately prior to the Reverse Split, and 7,874,962 shares of common stock were issued and outstanding immediately after the Reverse Split. No fractional shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock received an additional fraction of a share of common stock to round up their holding to the next whole share. In addition, effective as of the Reverse Split, proportionate adjustments were made to all then-outstanding options and warrants with respect to the number of shares of common stock subject to such options or warrants and the exercise prices thereof, as well as to the conversion price under the remaining Convertible Notes. The impact of this change in capital structure has been retroactively applied to all periods presented herein. Common Stock During the nine months ended September 30, 2023, shares of common stock were issued as a result of the following transactions: ● On May 26, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,989,676 shares of common stock for cash gross proceeds of approximately $7.3 million (or approximately $6.4 million, net of offering costs). ● On May 26, 2023, pursuant to a Securities Purchase Agreement, Mr. Garchik capitalized the outstanding principal balance of $900,000 under the Initial Promissory Note, into 245,634 shares of common stock, respectively. ● On May 26, 2023, pursuant to an exchange agreement with Holders of Convertible Notes payable, the Company issued 2,348,347 shares of common stock in exchange for Convertible Notes in the gross principal amount of approximately $8.9 million (approximately $7.9 million, net of debt issuance costs and discount). In addition, the Company recorded approximately $7.5 million of expense on conversion of convertible notes. ● The Company issued 111,516 shares of common stock for approximately $388,000 of interest accrued under the Convertible Notes and Credit Facility. See Note 6 “Convertible Notes Payable”. Warrants ● On May 12, 2023, in connection with certain recruitment services, the Company issued 187,500 common stock warrants to Madison III, LLC with a term of 5 years and an exercise price of $3.164 per share. ● On May 26, 2023, in connection with their placement agent services, the Company issued 156,712 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $3.664 per share. The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2023 (unaudited): Weighted Weighted Average Average Number of Exercise Remaining Shares Price Life Outstanding at December 31, 2022 153,683 $ 36.96 2.21 Years Granted 344,212 $ 3.39 Exercised/cancelled (9,877 ) $ 39.60 488,018 $ 13.22 3.94 Years Stock Options During the nine months ended September 30, 2023, the Company granted directors a total of 78,125 options at exercise prices ranging from $2.64 to $5.48 per share. During the nine months ended September 30, 2023, the Company granted the Chief Executive Officer 490,000 options at exercise prices ranging from $3.18 to $5.48 per share, the Chief Technology Officer 62,500 options at exercise prices ranging from $2.64 to $5.48 per share and the Chief Financial Officer 50,000 options at an exercise price of $8.87. During the nine months ended September 30, 2023 the Company also granted a total of 75,000 options to certain new employees at an exercise price of $7.36 per share. During the nine months ended September 30, 2023 the Company agreed to accelerate the vesting of 45,190 options for Annie Pham under her Retention Agreement with exercise prices ranging from $6.32 to $19.28 per share. These accelerated options would not otherwise have vested prior to termination of employment according to their Market and Service conditions. Therefore, the Company recalculated the fair value of these options as of her termination date of August 15, 2023 using the Black Scholes method. The Company determined the grant date fair value of options granted for the nine months ended September 30, 2023, using the Black Scholes and Monte Carlo Methods, as applicable, with the following assumptions: Expected volatility 120-124% Expected term 0.25 - 5 years Risk free rate 3.52% - 4.36% Dividend rate 0.00% Activity related to stock options for the nine months ended September 30, 2023 (unaudited), is summarized as follows: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Yrs.) Value Outstanding at December 31, 2022 1,291,595 $ 46.48 6.5 $ - Granted 755,625 $ 4.81 10.0 $ 2,218,309 Exercised - $ - - $ - Forfeited/cancelled (361,650 ) $ 52.80 - $ - Outstanding as of September 30, 2023 1,685,570 $ 25.85 6.7 $ 2,334,011 Exercisable as of September 30, 2023 1,004,499 $ 44.36 4.9 $ 876,503 The following table summarizes stock option information as of September 30, 2023 (unaudited): Weighted Average Contractual Exercise Price Outstanding Term (Yrs.) Exercisable Less than or equal $32.00 1,280,216 7.3 709,283 $32.08 - $56.00 17,917 2.7 17,917 $56.08 - $80.00 222,792 6.1 131,820 $80.08 - $127.76 164,645 3.2 145,479 1,685,570 6.7 1,004,499 During the nine months ended September 30, 2023, the Company recognized approximately ($0.02) million of stock option based compensation expense. As of September 30, 2023, there was approximately $3.2 million of unrecognized compensation costs related to stock options outstanding that will be expensed through 2026. Revision of Prior Period Information During the review of the Company’s financial statements for the three and nine-month periods ended September 30, 2023, the Company identified errors in the recording of stock-based compensation expense relating to the three months ended March 31, 2023, related to reversing cumulative stock-based compensation recognized on stock awards with market vesting conditions due to Q1 2023 terminations. The Company recorded the following revisions in the nine-month period ended September 30, 2023. The following revisions will also be included to compare the three and six month periods ending March 31 and June 30, 2023 respectively to the 2024 results. Three Months Ended March 31, 2023 Six Months Ended June 30, 2023 As Adjustment As Revised As Adjustment As Revised Stock-based Compensation $ 837,608 $ (3,438,613 ) $ (2,601,005 ) $ 1,895,712 $ (3,438,613 ) $ (1,542,901 ) Operating Expenses $ 4,458,022 $ (3,438,613 ) $ 1,019,409 $ 7,254,539 $ (3,438,613 ) $ 3,815,926 Loss from Continuing Operations $ (5,220,239 ) $ 3,438,613 $ (1,781,626 ) $ (16,120,559 ) $ 3,438,613 $ (12,681,946 ) Net Loss $ (5,222,494 ) $ 3,438,613 $ (1,783,881 ) $ (15,901,051 ) $ 3,438,613 $ (12,462,438 ) APIC $ 141,317,627 $ (3,438,613 ) $ 137,879,014 $ 165,593,921 $ (3,438,613 ) $ 162,155,308 Accumulated Deficit $ (145,352,653 ) $ 3,438,613 $ (141,914,040 ) $ (156,031,210 ) $ 3,438,613 $ (152,592,597 ) Total Stockholders’ Equity (Deficit) $ (3,900,576 ) $ - $ (3,900,576 ) $ 9,563,289 $ - $ 9,563,289 Net Loss Per Share from Continuing Operations Basic and Diluted $ (1.61 ) $ 1.06 $ (0.55 ) $ (3.91 ) $ 0.83 $ (3.08 ) In accordance with the SEC’s Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company evaluated this error and concluded that although the adjustment to certain areas of the statement of operations was quantitatively material, the cumulative effects were qualitatively immaterial and would not have materially impacted a reasonable investor’s opinion of the Company. This is further supported by the fact that the impact would not have been significant in comparison to prior periods and all errors are of a non-cash nature. Therefore, as permitted by SAB 108 and treated under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections, the Company revised previously recorded results for the three months ended March 31, 2023 and the six months ended June 30, 2023, to account for the prior period error in this current filing. As a result, the statement of operations for the three and nine month periods ended September 30, 2023 reflects the revised expenses, loss from continuing operations and net loss. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | NOTE 9 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE The Board of Directors of authID considered it in the best interests of the Company to focus its business activities on providing biometric authentication products and services by means of our proprietary Verified platform. Accordingly, on May 4, 2022, the Board approved a plan to exit from certain non-core activities comprising the MultiPay correspondent bank, payments services in Colombia and the Cards Plus cards manufacturing and printing business in South Africa. Cards Plus business in South Africa The financial statements of Cards Plus are classified as a discontinued operation and an asset held for sale, as all required classification criteria under appropriate accounting standards were met as of June 30, 2022. On August 29, 2022, the Company completed the sale of Cards Plus for a price of $300,000 of which $150,000 was received and the remaining balance of $150,000 was recorded in other current asset, less $3,272 in costs to sell, and recognized a loss of $188,247 from the transaction. While the Company and Cards Plus continue to actively pursue payment of the remaining balance, which is subject to regulatory approval, management re-evaluated the likelihood of recovery and recorded an allowance for doubtful account in September 30, 2023 related to this receivable. MultiPay business in Colombia The Company exited the MultiPay business in Colombia in an orderly fashion, honoring our obligations to employees, customers and under applicable laws and regulations. We maintain our customer support and operations team in Bogota, which performs essential functions to support the global operations of our Verified product. As of June 30, 2023, all impacted employees had left the Company. MultiPay finalized the sale of the Company’s proprietary software to its major customer on June 30, 2023 for approximately $96,000 of sale consideration. The Company recorded the receivable under the sale in Other current assets, released foreign currency translation gain of approximately $155,000 and recognized a gain of $216,000 from the transaction. This receivable was collected in September 2023. The following table summarizes the assets and liabilities of the MultiPay sale and the consideration received (unaudited): Amount Carrying value of net assets sold: Property and equipment write-off $ 19,528 Net assets write-off $ 19,528 Sale consideration on disposition of net assets: Sale consideration $ 95,852 Less: Value added tax (15,304 ) Net Consideration $ 80,548 Foreign currency translation: $ 155,049 Net gain on sale of a discontinued operation $ 216,069 The operations of Cards Plus and MultiPay for the three and nine months ended September 30, 2023 and 2022 on a consolidated basis are below (unaudited): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Discontinued Operations Total Revenues, net $ - $ 446,643 $ 29,354 $ 1,468,199 Operating Expenses: Cost of Sales - 145,205 - 665,269 General and administrative - 276,866 12,268 1,003,003 Impairment loss - - - 143,698 Depreciation and amortization - (6,749 ) 8,066 33,025 Total operating expenses - 415,322 20,334 1,844,995 Income (Loss) from operations - 31,321 9,020 (376,796 ) Other Income (Expense): Other income - 12,792 - 20,821 Interest expense, net - - - (364 ) Other income (expense), net - 12,792 - 20,457 Loss before income taxes - 44,113 9,020 (356,339 ) Income tax expense (1,915 ) (468 ) (7,496 ) (7,046 ) Income (loss) from discontinued operations (1,915 ) 43,645 1,524 (363,385 ) Loss (gain) from sale of discontinued operations - (188,247 ) 216,069 (188,247 ) Total income (loss) from discontinued operations $ (1,915 ) $ (144,602 ) $ 217,593 $ (551,632 ) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cards Plus Total Revenues, net $ - $ 380,372 $ - $ 1,263,672 Operating Expenses: Cost of Sales - 145,205 - 665,269 General and administrative - 21,539 - 412,243 Impairment loss - - - 143,698 Depreciation and amortization - (1,482 ) - 24,415 Total operating expenses - 165,262 - 1,245,625 Income (loss) from operations - 215,110 - 18,047 Other Income (Expense): Other income - 2,103 - 8,919 Interest expense, net - - - (364 ) Other income, net - 2,103 - 8,555 Loss before income taxes - 217,213 - 26,602 Income tax expense - - - (4,681 ) Income from discontinued operations - 217,213 - 21,921 Loss from sale of discontinued operations - (188,247 ) (188,247 ) Total Income (Loss) from discontinued operations $ - $ 28,966 $ - $ (166,326 ) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 MultiPay Total Revenues, net $ - $ 66,271 $ 29,354 $ 204,527 Operating Expenses: General and administrative - 255,327 12,268 590,760 Depreciation and amortization - (5,267 ) 8,066 8,610 Total operating expenses - 250,060 20,334 599,370 Loss from operations - (183,789 ) 9,020 (394,843 ) Other Income: Other income - 10,689 - 11,902 Other income - 10,689 - 11,902 Loss before income taxes - (173,100 ) 9,020 (382,941 ) Income tax expense (1,915 ) (468 ) (7,496 ) (2,365 ) Income (loss) from discontinued operations (1,915 ) (173,568 ) 1,524 (385,306 ) Gain from sale of discontinued operations - - 216,069 - Total Income (loss) from discontinued operations $ (1,915 ) $ (173,568 ) $ 217,593 $ (385,306 ) As a result of meeting the discontinued operations/assets held for sale criteria for Cards Plus and the MultiPay operations, the cash flow activity related to discontinued operations is presented separately on the statement of cash flows as summarized below (unaudited): Nine Months Ended September 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ 1,524 $ (363,385 ) Adjustments to reconcile net loss with cash flows from operations: Depreciation and amortization expense 8,067 42,364 Impairment of intangible assets - 143,701 Changes in operating assets and liabilities: Accounts receivable 105,194 (14,288 ) Other current assets 10,562 186,370 Inventory - (78,806 ) Accounts payable and accrued expenses (13,759 ) (16,092 ) Deferred revenue - (36,663 ) Adjustments relating to discontinued operations 110,064 226,586 Cash flows from discontinued operations $ 111,588 $ (136,799 ) Notes to Financial Statements – Discontinued Operations Revenue Recognition Cards Plus – The Company recognized revenue for the design and production of cards at the point in time when products are shipped, or services have been performed due to the short-term nature of the contracts. Additionally, the cards produced by the Company have no alternative use and the Company has an enforceable right to payment for work performed should the contract be cancelled. MultiPay recognized revenue for variable fees generated for payment processing solutions that are earned on a usage fee over time based on monthly transaction volumes or on a monthly flat fee rate. Additionally, MultiPay also sells certain equipment from time to time for which revenue is recognized upon delivery to the customer. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company is a party to various legal or administrative proceedings arising in the ordinary course of our business. While any litigation contains an element of uncertainty, we have no reason to believe the outcome of such proceedings will have a material adverse effect on the financial condition or results of operations of the Company. Leases The Company rented office space in Long Beach, New York at a monthly cost of $2,500 in 2022. The agreement was month to month and could be terminated on 30 days notice. The lease agreement was terminated in July 2022. The agreement was between the Company and Bridgeworks LLC, an entity principally owned by Mr. Beck, the Company’s former CEO and Director and his family. In July 2022, the Company signed a new lease agreement for one year and moved its headquarters to Denver, Colorado. The office monthly lease cost is approximately $1,500 per month. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements as of September 30, 2023. Rent expense included in general and administrative on the Consolidated Statements of Operations for the nine months ended September 30, 2023 was approximately $8,000. For the nine months ended September 30, 2022, rent expense was approximately $80,000, inclusive of short-term leases of which $13,000 was for continuing operations and $67,000 for discontinued operations. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Event [Abstract] | |
SUBSEQUENT EVENT | NOTE 11 – SUBSEQUENT EVENT Management of the Company has performed a review of all events and transactions occurring after the condensed consolidated balance sheet date and determined there were no events or transactions requiring adjustment to or disclosure in the accompanying condensed consolidated financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern As of September 30, 2023, the Company had an accumulated deficit of approximately $156.3 million. For the three and nine months ended September 30, 2023, the Company earned revenue from continuing operations of approximately $0.04 million and $0.12 million, used approximately $2.1 million and $6.2 million to fund its operations, and incurred a net loss of approximately $3.7 million and $16.2 million, respectively. The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders and noteholders, the ability of the Company to obtain additional debt or equity financing to continue operations, the Company’s ability to generate sufficient cash flows from operations, successfully locating and negotiating with other business entities for potential acquisition, and acquiring new clients to generate revenues and cash flows. During the nine months ended September 30, 2023, the Company has secured additional financing of approximately $6.4 million net, which provides funding for its current operations as it continues to invest in its product, people, and technology. Although there is no guarantee, the Company projects that the investments will lead to revenue expansion thereby reducing liquidity needs. However, in order to further implement its business plan and satisfy its working capital requirements, the Company will need to raise additional capital. There is no guarantee that the Company will be able to raise additional equity or debt financing at acceptable terms, if at all. There is no assurance that the Company will ever be profitable. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. As there can be no assurance that the Company will be able to achieve positive cash flows (become cash flow positive) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern. |
Reclassification | Reclassification Certain prior year expenses have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the previously reported loss from continuing operations and management does not believe that this reclassification is material to the consolidated financial statements taken as a whole. Specifically, we reclassified certain expenses from general and administrative expenses to research and development expenses. |
Net Loss per Common Share | Net Loss per Common Share The Company computes net loss per share in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible notes and stock warrants, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and conversion of convertible notes. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2023 and 2022 because their effect was antidilutive: Security 2023 2022 Convertible notes payable 8,278 325,188 Warrants 488,018 163,045 Stock options 1,685,570 1,212,202 2,181,866 1,700,435 |
Revenue Recognition | Revenue Recognition Verified Software License The Company had contract liabilities of approximately $103,000 and $81,000 as of September 30, 2023 and December 31, 2022 respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of September 30, 2023 are expected to be earned over the next twelve months. |
Remaining Performance Obligations | Remaining Performance Obligations As of September 30, 2023, the Company’s Remaining Performance Obligation (RPO) was $1.87 million, of which $0.10 million is held as deferred revenue and $1.77 million is related to other non-cancelable contracted amounts. The Company expects approximately 34% of the RPO to be recognized as revenue in the twelve months ending September 30, 2024 based on contractual commitments and expected usage patterns. However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion. Furthermore, the Company does not have historical information to estimate the recognition of revenue due to its current operations and has approximated such amount based on discussions with the contracted parties. Deferred Contract Costs Deferred Contract Costs Carrying Value at December 31, 2022 $ - Additions 66,300 Amortization - Carrying Value at September 30, 2023 $ 66,300 Legacy Authentication Services Revenue Accounting Pronouncement |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Basis of Presentation [Abstract] | |
Schedule of Calculation of Diluted Loss Per Share | The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the three and nine months ended September 30, 2023 and 2022 because their effect was antidilutive: Security 2023 2022 Convertible notes payable 8,278 325,188 Warrants 488,018 163,045 Stock options 1,685,570 1,212,202 2,181,866 1,700,435 |
Schedule of Deferred Contract Costs | The following table summarizes deferred contract cost activity for the nine months ended September 30, 2023: Deferred Contract Costs Carrying Value at December 31, 2022 $ - Additions 66,300 Amortization - Carrying Value at September 30, 2023 $ 66,300 |
Other Current Assets and Othe_2
Other Current Assets and Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Current Assets and Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following at September 30, 2023 (unaudited) and December 31, 2022: September 30, December 31, 2023 2022 Prepaid insurance $ 295,188 $ 244,215 Prepaid third party services 155,052 135,405 Unamortized credit facility fees - 199,156 Other 23,938 150,566 $ 474,178 $ 729,342 |
Schedule of Other Assets | Other assets consisted of the following at September 30, 2023 (unaudited) and December 31, 2022: September 30, December 31, 2023 2022 Unamortized working capital facility fees $ - $ 248,945 Other - 1,438 $ - $ 250,383 |
Intangible Assets, Net (Other_2
Intangible Assets, Net (Other than Goodwill) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Intangible Assets, Net (Other than Goodwill) [Abstract] | |
Schedule of Intangible Assets | The following is a summary of activity related to intangible assets for the nine months ended September 30, 2023 (unaudited): Acquired and Developed Software Patents Total Useful Lives 5 Years 10 Years Carrying Value at December 31, 2022 $ 435,595 $ 130,664 $ 566,259 Acquisition of intangible assets 16,601 - 16,601 Amortization (200,100 ) (12,351 ) (212,451 ) Carrying Value at September 30, 2023 $ 252,096 $ 118,313 $ 370,409 Acquired and Developed Software Patents Total Cost $ 4,492,872 164,614 $ 4,657,486 Accumulated amortization (4,240,776 ) (46,301 ) (4,287,077 ) Carrying Value at September 30, 2023 $ 252,096 $ 118,313 $ 370,409 |
Schedule of Future Expected Amortization of Intangible Assets | Future expected amortization of intangible assets is as follows: 2023 (Remainder of the Year) $ 51,458 2024 171,414 2025 67,111 2026 19,776 2027 9,776 Thereafter 50,874 $ 370,409 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of September 30, 2023 (unaudited) and December 31, 2022: September 30, December 31, 2023 2022 Trade payables $ 426,723 $ 623,130 Accrued payroll and related obligations 113,494 145,837 Other accrued expenses 449,321 385,105 $ 989,538 $ 1,154,072 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable [Abstract] | |
Schedule of the Convertible Notes Payable Outstanding | The following is a summary of the Convertible Notes payable outstanding as of September 30, 2023 (unaudited): 9.75% convertible notes due March 31, 2025 $ 245,000 less: Unamortized debt issuance expense (24,691 ) $ 220,309 |
Schedule of Future Maturities of Convertible Notes Payable | Future maturities of Convertible Notes payable as of September 30, 2023: 2025 $ 245,000 $ 245,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity [Abstract] | |
Schedule of Company’s Warrant Activity | The following is a summary of the Company’s warrant activity for the nine months ended September 30, 2023 (unaudited): Weighted Weighted Average Average Number of Exercise Remaining Shares Price Life Outstanding at December 31, 2022 153,683 $ 36.96 2.21 Years Granted 344,212 $ 3.39 Exercised/cancelled (9,877 ) $ 39.60 488,018 $ 13.22 3.94 Years |
Schedule of Grant Date Fair Value of Options Granted | The Company determined the grant date fair value of options granted for the nine months ended September 30, 2023, using the Black Scholes and Monte Carlo Methods, as applicable, with the following assumptions: Expected volatility 120-124% Expected term 0.25 - 5 years Risk free rate 3.52% - 4.36% Dividend rate 0.00% |
Schedule of Activity Related to Stock Options | Activity related to stock options for the nine months ended September 30, 2023 (unaudited), is summarized as follows: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Term (Yrs.) Value Outstanding at December 31, 2022 1,291,595 $ 46.48 6.5 $ - Granted 755,625 $ 4.81 10.0 $ 2,218,309 Exercised - $ - - $ - Forfeited/cancelled (361,650 ) $ 52.80 - $ - Outstanding as of September 30, 2023 1,685,570 $ 25.85 6.7 $ 2,334,011 Exercisable as of September 30, 2023 1,004,499 $ 44.36 4.9 $ 876,503 |
Schedule of Stock Option | The following table summarizes stock option information as of September 30, 2023 (unaudited): Weighted Average Contractual Exercise Price Outstanding Term (Yrs.) Exercisable Less than or equal $32.00 1,280,216 7.3 709,283 $32.08 - $56.00 17,917 2.7 17,917 $56.08 - $80.00 222,792 6.1 131,820 $80.08 - $127.76 164,645 3.2 145,479 1,685,570 6.7 1,004,499 |
Schedule of Revisions | The following revisions will also be included to compare the three and six month periods ending March 31 and June 30, 2023 respectively to the 2024 results. Three Months Ended March 31, 2023 Six Months Ended June 30, 2023 As Adjustment As Revised As Adjustment As Revised Stock-based Compensation $ 837,608 $ (3,438,613 ) $ (2,601,005 ) $ 1,895,712 $ (3,438,613 ) $ (1,542,901 ) Operating Expenses $ 4,458,022 $ (3,438,613 ) $ 1,019,409 $ 7,254,539 $ (3,438,613 ) $ 3,815,926 Loss from Continuing Operations $ (5,220,239 ) $ 3,438,613 $ (1,781,626 ) $ (16,120,559 ) $ 3,438,613 $ (12,681,946 ) Net Loss $ (5,222,494 ) $ 3,438,613 $ (1,783,881 ) $ (15,901,051 ) $ 3,438,613 $ (12,462,438 ) APIC $ 141,317,627 $ (3,438,613 ) $ 137,879,014 $ 165,593,921 $ (3,438,613 ) $ 162,155,308 Accumulated Deficit $ (145,352,653 ) $ 3,438,613 $ (141,914,040 ) $ (156,031,210 ) $ 3,438,613 $ (152,592,597 ) Total Stockholders’ Equity (Deficit) $ (3,900,576 ) $ - $ (3,900,576 ) $ 9,563,289 $ - $ 9,563,289 Net Loss Per Share from Continuing Operations Basic and Diluted $ (1.61 ) $ 1.06 $ (0.55 ) $ (3.91 ) $ 0.83 $ (3.08 ) |
Discontinued Operations and A_2
Discontinued Operations and Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
Schedule of Assets and Liabilities of the MultiPay Sale and Consideration Received | The following table summarizes the assets and liabilities of the MultiPay sale and the consideration received (unaudited): Amount Carrying value of net assets sold: Property and equipment write-off $ 19,528 Net assets write-off $ 19,528 Sale consideration on disposition of net assets: Sale consideration $ 95,852 Less: Value added tax (15,304 ) Net Consideration $ 80,548 Foreign currency translation: $ 155,049 Net gain on sale of a discontinued operation $ 216,069 |
Schedule of Operations of Cards Plus and MultiPay | The operations of Cards Plus and MultiPay for the three and nine months ended September 30, 2023 and 2022 on a consolidated basis are below (unaudited): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Discontinued Operations Total Revenues, net $ - $ 446,643 $ 29,354 $ 1,468,199 Operating Expenses: Cost of Sales - 145,205 - 665,269 General and administrative - 276,866 12,268 1,003,003 Impairment loss - - - 143,698 Depreciation and amortization - (6,749 ) 8,066 33,025 Total operating expenses - 415,322 20,334 1,844,995 Income (Loss) from operations - 31,321 9,020 (376,796 ) Other Income (Expense): Other income - 12,792 - 20,821 Interest expense, net - - - (364 ) Other income (expense), net - 12,792 - 20,457 Loss before income taxes - 44,113 9,020 (356,339 ) Income tax expense (1,915 ) (468 ) (7,496 ) (7,046 ) Income (loss) from discontinued operations (1,915 ) 43,645 1,524 (363,385 ) Loss (gain) from sale of discontinued operations - (188,247 ) 216,069 (188,247 ) Total income (loss) from discontinued operations $ (1,915 ) $ (144,602 ) $ 217,593 $ (551,632 ) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Cards Plus Total Revenues, net $ - $ 380,372 $ - $ 1,263,672 Operating Expenses: Cost of Sales - 145,205 - 665,269 General and administrative - 21,539 - 412,243 Impairment loss - - - 143,698 Depreciation and amortization - (1,482 ) - 24,415 Total operating expenses - 165,262 - 1,245,625 Income (loss) from operations - 215,110 - 18,047 Other Income (Expense): Other income - 2,103 - 8,919 Interest expense, net - - - (364 ) Other income, net - 2,103 - 8,555 Loss before income taxes - 217,213 - 26,602 Income tax expense - - - (4,681 ) Income from discontinued operations - 217,213 - 21,921 Loss from sale of discontinued operations - (188,247 ) (188,247 ) Total Income (Loss) from discontinued operations $ - $ 28,966 $ - $ (166,326 ) Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 MultiPay Total Revenues, net $ - $ 66,271 $ 29,354 $ 204,527 Operating Expenses: General and administrative - 255,327 12,268 590,760 Depreciation and amortization - (5,267 ) 8,066 8,610 Total operating expenses - 250,060 20,334 599,370 Loss from operations - (183,789 ) 9,020 (394,843 ) Other Income: Other income - 10,689 - 11,902 Other income - 10,689 - 11,902 Loss before income taxes - (173,100 ) 9,020 (382,941 ) Income tax expense (1,915 ) (468 ) (7,496 ) (2,365 ) Income (loss) from discontinued operations (1,915 ) (173,568 ) 1,524 (385,306 ) Gain from sale of discontinued operations - - 216,069 - Total Income (loss) from discontinued operations $ (1,915 ) $ (173,568 ) $ 217,593 $ (385,306 ) |
Schedule of Cash Flow Activity Related to Discontinued Operations | As a result of meeting the discontinued operations/assets held for sale criteria for Cards Plus and the MultiPay operations, the cash flow activity related to discontinued operations is presented separately on the statement of cash flows as summarized below (unaudited): Nine Months Ended September 30, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ 1,524 $ (363,385 ) Adjustments to reconcile net loss with cash flows from operations: Depreciation and amortization expense 8,067 42,364 Impairment of intangible assets - 143,701 Changes in operating assets and liabilities: Accounts receivable 105,194 (14,288 ) Other current assets 10,562 186,370 Inventory - (78,806 ) Accounts payable and accrued expenses (13,759 ) (16,092 ) Deferred revenue - (36,663 ) Adjustments relating to discontinued operations 110,064 226,586 Cash flows from discontinued operations $ 111,588 $ (136,799 ) |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2024 | Dec. 31, 2022 | |
Basis of Presentation [Line Items] | ||||||
Accumulated deficit | $ (156,310,215) | $ (156,310,215) | $ (140,130,159) | |||
Revenue | 43,389 | $ 30,023 | 118,387 | $ 261,484 | ||
Fund its operations | 2,100,000 | (6,224,162) | (9,553,050) | |||
Net loss | (3,717,618) | $ (6,334,949) | (16,180,056) | $ (18,208,504) | ||
Additional financing | 6,400,000 | |||||
Contract liability | 103,000 | 103,000 | $ 81,000 | |||
Remaining performance obligation | 1,870,000 | 1,870,000 | ||||
Deferred revenue | $ 100,000 | 100,000 | ||||
Related to other non-cancelable contracted amounts | $ 1,770,000 | |||||
Forecast [Member] | ||||||
Basis of Presentation [Line Items] | ||||||
Remaining performance obligation percentage | 34% |
Basis of Presentation (Detail_2
Basis of Presentation (Details) - Schedule of Calculation of Diluted Loss Per Share - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of shares | 2,181,866 | 1,700,435 | 2,181,866 | 1,700,435 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of shares | 1,685,570 | 1,212,202 | 1,685,570 | 1,212,202 |
Convertible Notes Payable [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of shares | 8,278 | 325,188 | 8,278 | 325,188 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of shares | 488,018 | 163,045 | 488,018 | 163,045 |
Basis of Presentation (Detail_3
Basis of Presentation (Details) - Schedule of Deferred Contract Costs | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Schedule Of Deferred Contract Costs Abstract | |
Carrying Value at December 31, 2022 | |
Additions | 66,300 |
Amortization | |
Carrying Value at December 31, 2022 | $ 66,300 |
Other Current Assets and Othe_3
Other Current Assets and Other Assets (Details) - Schedule of Other Current Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] | ||
Prepaid insurance | $ 295,188 | $ 244,215 |
Prepaid third party services | 155,052 | 135,405 |
Unamortized credit facility fees | 199,156 | |
Other | 23,938 | 150,566 |
Total other current assets | $ 474,178 | $ 729,342 |
Other Current Assets and Othe_4
Other Current Assets and Other Assets (Details) - Schedule of Other Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of other assets [Abstract] | ||
Unamortized working capital facility fees | $ 248,945 | |
Other | 1,438 | |
Total other assets | $ 250,383 |
Intangible Assets, Net (Other_3
Intangible Assets, Net (Other than Goodwill) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Intangible Assets, Net (Other than Goodwill) [Line Items] | ||
Amortization expense | $ 212,450 | $ 642,000 |
Intangible Assets, Net (Other_4
Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of Intangible Assets | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Carrying Value at December 31, 2022 | $ 566,259 |
Acquisition of intangible assets | 16,601 |
Amortization | (212,451) |
Carrying Value at September 30, 2023 | 370,409 |
Cost | 4,657,486 |
Accumulated amortization | $ (4,287,077) |
Acquired and Developed Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Lives | 5 years |
Carrying Value at December 31, 2022 | $ 435,595 |
Acquisition of intangible assets | 16,601 |
Amortization | (200,100) |
Carrying Value at September 30, 2023 | 252,096 |
Cost | 4,492,872 |
Accumulated amortization | $ (4,240,776) |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful Lives | 10 years |
Carrying Value at December 31, 2022 | $ 130,664 |
Acquisition of intangible assets | |
Amortization | (12,351) |
Carrying Value at September 30, 2023 | 118,313 |
Cost | 164,614 |
Accumulated amortization | $ (46,301) |
Intangible Assets, Net (Other_5
Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of Future Expected Amortization of Intangible Assets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Future Expected Amortization of Intangible Assets [Abstract] | ||
2023 (Remainder of the Year) | $ 51,458 | |
2024 | 171,414 | |
2025 | 67,111 | |
2026 | 19,776 | |
2027 | 9,776 | |
Thereafter | 50,874 | |
Total | $ 370,409 | $ 566,259 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Labor Reduction Plan [Member] $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Accounts Payable and Accrued Expenses [Line Items] | |
Severance expenses | $ 0.8 |
Severance cash paid | 0.4 |
Accounts payable and accrued expenses | 0.1 |
Other liabilities as a long term liability | $ 0.3 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Expenses [Abstract] | ||
Trade payables | $ 426,723 | $ 623,130 |
Accrued payroll and related obligations | 113,494 | 145,837 |
Other accrued expenses | 449,321 | 385,105 |
Total | $ 989,538 | $ 1,154,072 |
Working Capital Faciltiy (Detai
Working Capital Faciltiy (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
May 25, 2023 | May 23, 2023 | Mar. 09, 2023 | Mar. 08, 2023 | Mar. 21, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Working Capital Faciltiy [Line Items] | ||||||||||
Shares of facility Commitment Fee (in Shares) | 24,628 | |||||||||
Loss on debt extinguishment | $ (380,741) | |||||||||
Original Facility Agreement [Member] | ||||||||||
Working Capital Faciltiy [Line Items] | ||||||||||
Unsecured debt | $ 10,000,000 | |||||||||
Shares of facility Commitment Fee (in Shares) | 12,500 | |||||||||
Issuance costs | $ 410,000 | |||||||||
A&R Facility Agreement [Member] | ||||||||||
Working Capital Faciltiy [Line Items] | ||||||||||
Initial credit facility | $ 900,000 | |||||||||
Aggregate amount | $ 2,700,000 | |||||||||
Issuance costs | $ 426,000 | |||||||||
Unpaid interest | $ 929,250 | |||||||||
Loss on debt extinguishment | $ 381,000 | |||||||||
Garchik [Member] | ||||||||||
Working Capital Faciltiy [Line Items] | ||||||||||
Principal Amount | $ 900,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 9 Months Ended | |||||
Jun. 07, 2023 | May 26, 2023 | May 23, 2023 | Mar. 21, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible Notes Payable [Line Items] | ||||||
Aggregate cash origination fee | $ 200,000 | |||||
Issued of common stock origination fee (in Shares) | 3,563 | |||||
Percentage of convertible note interest rate | 9.75% | |||||
Common stock interest | $ 223,000 | |||||
Common stock warrants (in Shares) | 17,836 | |||||
Estimated grant date fair value | $ 449,000 | |||||
Conversion of convertible notes | $ 7,500,000 | $ 7,500,000 | ||||
Common Stock [Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Shares of common stock (in Shares) | 2,346,105 | 9,335 | ||||
Common shares issued (in Shares) | 103,533 | 23,947 | ||||
Interest amount | $ 358,000 | $ 474,000 | ||||
Convertible Notes [Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Aggregate initial principal amount | 8,900,000 | $ 8,900,000 | $ 9,200,000 | |||
Conversion price per share (in Dollars per share) | $ 5.8 | $ 3.78 | $ 29.6 | |||
Convertible notes maturity date | Mar. 31, 2025 | |||||
Accrued interest | 388,000 | |||||
Net of debt issuance costs and discount | $ 7,900,000 | $ 7,900,000 | $ 24,691 | |||
Exchange Shares (in Shares) | 2,242 | |||||
Principal amount | $ 13,000 | |||||
Outstanding principal amount percentage | 66.67% | |||||
Convertible Notes [Member] | Officer [Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Conversion price per share (in Dollars per share) | $ 4.12 | |||||
Convertible Notes Payable [Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Principal amount | 50,000 | |||||
Accrued interest | $ 406 | |||||
Shares of common stock (in Shares) | 1,706 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of the Convertible Notes Payable Outstanding - Convertible Notes Payable [Member] - USD ($) | Sep. 30, 2023 | May 26, 2023 | May 23, 2023 |
Debt Instrument [Line Items] | |||
9.75% convertible notes due March 31, 2025 | $ 245,000 | ||
Unamortized debt issuance expense | (24,691) | $ (7,900,000) | $ (7,900,000) |
Convertible debt, total | $ 220,309 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of the Convertible Notes Payable Outstanding (Parentheticals) | Sep. 30, 2023 |
Convertible Notes Payable [Member] | |
Debt Instrument [Line Items] | |
Percentage of convertible notes due | 9.75% |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details) - Schedule of Future Maturities of Convertible Notes Payable | Sep. 30, 2023 USD ($) |
Convertible Notes Payable [Abstract] | |
2025 | $ 245,000 |
Future maturities of convertible notes payable, total | $ 245,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||||||||
Oct. 25, 2023 | Aug. 15, 2023 | Jun. 28, 2023 | May 25, 2023 | May 23, 2023 | May 11, 2023 | May 09, 2023 | Apr. 12, 2023 | Apr. 10, 2023 | Mar. 23, 2023 | Mar. 14, 2023 | Mar. 09, 2023 | Mar. 08, 2023 | Mar. 06, 2023 | Apr. 25, 2022 | Mar. 21, 2022 | Mar. 31, 2024 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | ||||||||||||||||||
Conversion of Stock, Amount Converted | $ 100,000 | |||||||||||||||||
Accrued interest | $ 1,463 | |||||||||||||||||
Conversion shares (in Shares) | 24,628 | |||||||||||||||||
Share purchased (in Shares) | 12,500 | |||||||||||||||||
Common stock at a price | $ 50,000 | |||||||||||||||||
Amendment amount | $ 3,600,000 | |||||||||||||||||
Grant option purchase (in Shares) | 755,625 | |||||||||||||||||
Opetion exercise price (in Dollars per share) | $ 4.81 | |||||||||||||||||
Percentage of base salary | 100% | |||||||||||||||||
Bonus amount | $ 25,000 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.64 | |||||||||||||||||
Maximum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares of common stock (in Shares) | 245,634 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares of common stock (in Shares) | 7,983 | |||||||||||||||||
Original Facility Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Conversion shares (in Shares) | 12,500 | |||||||||||||||||
Unsecured amount | $ 10,000,000 | |||||||||||||||||
A&R Facility Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Initial credit facility | $ 900,000 | |||||||||||||||||
Accrued and unpaid | $ 29,250 | |||||||||||||||||
Mr. Stephen J. Garchik [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Accrued interest | 14,625 | |||||||||||||||||
Convertible notes payable | $ 1,000,000 | |||||||||||||||||
Mr. Stephen J. Garchik [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares of common stock (in Shares) | 264,831 | |||||||||||||||||
Mr. Stephen J. Garchik [Member] | Minimum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Shares of common stock (in Shares) | 3,874 | |||||||||||||||||
Mr. Garchik [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Percentage of outstanding shares | 10% | |||||||||||||||||
Mr. Garchik [Member] | A&R Facility Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Principal amount | $ 900,000 | |||||||||||||||||
Mr. Daguro [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant option purchase (in Shares) | 183,125 | 306,875 | ||||||||||||||||
Vesting Period | 10 years | 10 years | ||||||||||||||||
Mr. Daguro [Member] | Initial Annual Salary [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | $ 400,000 | |||||||||||||||||
Mr. Daguro [Member] | Bonus [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | $ 375,000 | |||||||||||||||||
Mr. Daguro [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Opetion exercise price (in Dollars per share) | $ 5.48 | $ 3.176 | ||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Percentage of base salary | 40% | |||||||||||||||||
Annual base salary amount | $ 275,000 | |||||||||||||||||
Ms. Pham [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant option purchase (in Shares) | 43,750 | |||||||||||||||||
Vesting Period | 10 years | |||||||||||||||||
Exercise price (in Dollars per share) | $ 19.28 | |||||||||||||||||
Ms. Pham [Member] | Bonus [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | $ 240,625 | |||||||||||||||||
Mr Szoke [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant option purchase (in Shares) | 50,000 | 12,500 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 5.48 | |||||||||||||||||
Percentage of base salary | 100% | |||||||||||||||||
Mr Szoke [Member] | Initial Annual Salary [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | $ 250,000 | |||||||||||||||||
Mr Szoke [Member] | Bonus [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | 20,833 | |||||||||||||||||
Mr Szoke [Member] | Bonus [Member] | Maximum [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | $ 200,000 | |||||||||||||||||
Mr. Sellitto [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant option purchase (in Shares) | 50,000 | |||||||||||||||||
Opetion exercise price (in Dollars per share) | $ 8.87 | |||||||||||||||||
Vesting Period | 10 years | |||||||||||||||||
Percentage of base salary | 60% | |||||||||||||||||
Mr. Sellitto [Member] | Initial Annual Salary [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | $ 250,000 | |||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant option purchase (in Shares) | 12,500 | |||||||||||||||||
Messrs. Joseph Trelin, Michael Koehneman [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant option purchase (in Shares) | 15,625 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 5.48 | |||||||||||||||||
Ms. Jacqueline White [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Grant option purchase (in Shares) | 3,125 | |||||||||||||||||
Exercise price (in Dollars per share) | $ 5.48 | |||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | $ 5,000,000 | |||||||||||||||||
Forecast [Member] | Mr. Daguro [Member] | Bonus [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | 75,000 | |||||||||||||||||
Forecast [Member] | Mr. Daguro [Member] | Achieving Increments [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | 1,000,000 | |||||||||||||||||
Forecast [Member] | Chief Executive Officer [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | 5,000,000 | |||||||||||||||||
Forecast [Member] | Mr Szoke [Member] | Bonus [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | 40,000 | |||||||||||||||||
Forecast [Member] | Mr Szoke [Member] | Achieving Increments [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Officer Expense | $ 1,000,000 | |||||||||||||||||
TPG [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Consideration of the services | $ 70,000 | $ 47,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 9 Months Ended | |||||||
Jun. 26, 2023 | May 26, 2023 | May 23, 2023 | Mar. 21, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 12, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||
Common stock issued and outstanding | 62,816,330 | |||||||
Common stock outstanding | 7,874,962 | 3,179,789 | ||||||
Common stock issued | 7,874,962 | 3,179,789 | ||||||
Shares of common stock | 1,989,676 | |||||||
Gross proceeds (in Dollars) | $ 6,321,491 | $ 3,146,940 | ||||||
Shares of common stock in exchange for Convertible Notes | 2,348,347 | |||||||
Conversion of convertible notes (in Dollars) | $ 7,500,000 | $ 7,500,000 | ||||||
Grantes options shares | 75,000 | |||||||
Maximum exercise price (in Dollars per share) | $ 19.28 | |||||||
Options vested | 45,190 | |||||||
Stock option based compensation expense (in Dollars) | $ (20,000) | |||||||
Unrecognized stock option based compensation expense (in Dollars) | $ 3,200,000 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Gross proceeds (in Dollars) | 7,300,000 | |||||||
Net offering cost (in Dollars) | 6,400,000 | |||||||
Equity Option [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Minimum exercise price (in Dollars per share) | $ 6.32 | |||||||
Directors [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Grantes options shares | 78,125 | |||||||
Minimum exercise price (in Dollars per share) | $ 2.64 | |||||||
Maximum exercise price (in Dollars per share) | $ 5.48 | |||||||
Chief Executive Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Grantes options shares | 490,000 | |||||||
Minimum exercise price (in Dollars per share) | $ 3.18 | |||||||
Maximum exercise price (in Dollars per share) | $ 5.48 | |||||||
Chief Technology Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Grantes options shares | 62,500 | |||||||
Minimum exercise price (in Dollars per share) | $ 2.64 | |||||||
Maximum exercise price (in Dollars per share) | 5.48 | |||||||
Exercise price (in Dollars per share) | $ 7.36 | |||||||
Chief Financial Officer [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Grantes options shares | 50,000 | |||||||
Exercise price (in Dollars per share) | $ 8.87 | |||||||
Convertible Notes[Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued | 111,516 | |||||||
Principal amount (in Dollars) | 8,900,000 | 8,900,000 | $ 9,200,000 | |||||
Net of debt issuance costs and discount (in Dollars) | 7,900,000 | $ 7,900,000 | $ 24,691 | |||||
Accrued interest (in Dollars) | $ 388,000 | |||||||
Mr. Garchik [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Outstanding principal balance (in Dollars) | $ 900,000 | |||||||
Shares of common stock | 245,634 | |||||||
Madison III, LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, warrant | 187,500 | |||||||
Maturity term of warrant | 5 years | |||||||
Warrant exercise price (in Dollars per share) | $ 3.164 | |||||||
Madison Global Partners LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, warrant | 156,712 | |||||||
Maturity term of warrant | 5 years | |||||||
Warrant exercise price (in Dollars per share) | $ 3.664 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Company’s Warrant Activity - Warrant [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares outstanding, Beginning | shares | 153,683 |
Weighted Average Exercise Price, Beginning | $ / shares | $ 36.96 |
Weighted Average Remaining Life, Beginning | 2 years 2 months 15 days |
Number of share, Granted | shares | 344,212 |
Weighted Average Exercise Price, Granted | $ / shares | $ 3.39 |
Number of shares, Exercised/cancelled | shares | (9,877) |
Weighted Average Exercise Price, Exercised/cancelled | $ / shares | $ 39.6 |
Number of shares outstanding, Ending | shares | 488,018 |
Weighted Average Exercise Price, Ending | $ / shares | $ 13.22 |
Weighted Average Remaining Life, Ending | 3 years 11 months 8 days |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Grant Date Fair Value of Options Granted | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Dividend rate | 0% |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 120% |
Expected term | 3 months |
Risk free rate | 3.52% |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility | 124% |
Expected term | 5 years |
Risk free rate | 4.36% |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of Activity Related to Stock Options | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Schedule of Activity Related to Stock Options [Abstract] | |
Number of shares outstanding, Beginning (in Shares) | shares | 1,291,595 |
Weighted Average Exercise Price, Beginning | $ 46.48 |
Weighted Average Contractual Term, Beginning | 6 years 6 months |
Aggregate Intrinsic Value, Beginning (in Dollars) | $ | |
Number of shares, Granted (in Shares) | shares | 755,625 |
Weighted Average Exercise Price, Granted | $ 4.81 |
Weighted Average Contractual Term, Granted | 10 years |
Aggregate Intrinsic Value, Granted | $ 2,218,309 |
Number of shares, Exercised (in Shares) | shares | |
Weighted Average Exercise Price, Exercised | |
Aggregate Intrinsic Value, Exercised (in Dollars) | $ | |
Number of shares, Forfeited/cancelled (in Shares) | shares | (361,650) |
Weighted Average Exercise Price, Forfeited/cancelled | $ 52.8 |
Number of shares outstanding, Ending (in Shares) | shares | 1,685,570 |
Weighted Average Exercise Price, Ending | $ 25.85 |
Weighted Average Contractual Term, Ending | 6 years 8 months 12 days |
Aggregate Intrinsic Value, Ending (in Dollars) | $ | $ 2,334,011 |
Number of shares, Exercisable (in Shares) | shares | 1,004,499 |
Weighted Average Exercise Price, Exercisable | $ 44.36 |
Weighted Average Contractual Term, Exercisable | 4 years 10 months 24 days |
Aggregate Intrinsic Value, Exercisable (in Dollars) | $ | $ 876,503 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of Stock Option | 9 Months Ended |
Sep. 30, 2023 shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding | 1,685,570 |
Weighted Average Contractual Term (Yrs.) | 6 years 8 months 12 days |
Exercisable | 1,004,499 |
Less than or equal $32.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding | 1,280,216 |
Weighted Average Contractual Term (Yrs.) | 7 years 3 months 18 days |
Exercisable | 709,283 |
$32.08 - $56.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding | 17,917 |
Weighted Average Contractual Term (Yrs.) | 2 years 8 months 12 days |
Exercisable | 17,917 |
$56.08 - $80.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding | 222,792 |
Weighted Average Contractual Term (Yrs.) | 6 years 1 month 6 days |
Exercisable | 131,820 |
$80.08 - $127.76 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding | 164,645 |
Weighted Average Contractual Term (Yrs.) | 3 years 2 months 12 days |
Exercisable | 145,479 |
Stockholders' Equity (Details_5
Stockholders' Equity (Details) - Schedule of Revisions - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Jun. 30, 2023 | |
As Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Stock-based Compensation | $ 837,608 | $ 1,895,712 |
Operating Expenses | 4,458,022 | 7,254,539 |
Loss from Continuing Operations | (5,220,239) | (16,120,559) |
Net Loss | (5,222,494) | (15,901,051) |
APIC | 141,317,627 | 165,593,921 |
Accumulated Deficit | (145,352,653) | (156,031,210) |
Total Stockholders’ Equity (Deficit) | $ (3,900,576) | $ 9,563,289 |
Basic (in Dollars per share) | $ (1.61) | $ (3.91) |
Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Stock-based Compensation | $ (3,438,613) | $ (3,438,613) |
Operating Expenses | (3,438,613) | (3,438,613) |
Loss from Continuing Operations | 3,438,613 | 3,438,613 |
Net Loss | 3,438,613 | 3,438,613 |
APIC | (3,438,613) | (3,438,613) |
Accumulated Deficit | 3,438,613 | 3,438,613 |
Total Stockholders’ Equity (Deficit) | ||
Basic (in Dollars per share) | $ 1.06 | $ 0.83 |
As Revised [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Stock-based Compensation | $ (2,601,005) | $ (1,542,901) |
Operating Expenses | 1,019,409 | 3,815,926 |
Loss from Continuing Operations | (1,781,626) | (12,681,946) |
Net Loss | (1,783,881) | (12,462,438) |
APIC | 137,879,014 | 162,155,308 |
Accumulated Deficit | (141,914,040) | (152,592,597) |
Total Stockholders’ Equity (Deficit) | $ (3,900,576) | $ 9,563,289 |
Basic (in Dollars per share) | $ (0.55) | $ (3.08) |
Stockholders' Equity (Details_6
Stockholders' Equity (Details) - Schedule of Revisions (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Jun. 30, 2023 | |
As Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Diluted | $ (1.61) | $ (3.91) |
Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Diluted | 1.06 | 0.83 |
As Revised [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Diluted | $ (0.55) | $ (3.08) |
Discontinued Operations and A_3
Discontinued Operations and Assets Held for Sale (Details) - USD ($) | 9 Months Ended | ||
Aug. 29, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | |
Discontinued Operations and Assets Held for Sale [Line Items] | |||
Sale consideration | $ 96,000 | ||
Recognized gain | $ 216,000 | ||
Cards Plus business in South Africa [Member] | |||
Discontinued Operations and Assets Held for Sale [Line Items] | |||
Sale of card plus | $ 300,000 | ||
Card plus amount received | 150,000 | ||
Other assets current | 150,000 | ||
Cost of sale | 3,272 | ||
Recognized a loss | $ 188,247 | ||
MultiPay business in Colombia [Member] | |||
Discontinued Operations and Assets Held for Sale [Line Items] | |||
Foreign currency translation gain | $ 155,000 |
Discontinued Operations and A_4
Discontinued Operations and Assets Held for Sale (Details) - Schedule of Assets and Liabilities of the MultiPay Sale and Consideration Received - MultiPay [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Carrying value of net assets sold: | |
Property and equipment write-off | $ 19,528 |
Net assets write-off | 19,528 |
Sale consideration on disposition of net assets: | |
Sale consideration | 95,852 |
Less: Value added tax | (15,304) |
Net Consideration | 80,548 |
Foreign currency translation: | 155,049 |
Net gain on sale of a discontinued operation | $ 216,069 |
Discontinued Operations and A_5
Discontinued Operations and Assets Held for Sale (Details) - Schedule of Operations of Cards Plus and MultiPay - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Discontinued Operations [Member] | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Total Revenues, net | $ 446,643 | $ 29,354 | $ 1,468,199 | |
Operating Expenses: | ||||
Cost of Sales | 145,205 | 665,269 | ||
General and administrative | 276,866 | 12,268 | 1,003,003 | |
Impairment loss | 143,698 | |||
Depreciation and amortization | (6,749) | 8,066 | 33,025 | |
Total operating expenses | 415,322 | 20,334 | 1,844,995 | |
Income (loss) from operations | 31,321 | 9,020 | (376,796) | |
Other Income (Expense): | ||||
Other income | 12,792 | 20,821 | ||
Interest expense, net | (364) | |||
Other income (expense), net | 12,792 | 20,457 | ||
Loss before income taxes | 44,113 | 9,020 | (356,339) | |
Income tax expense | (1,915) | (468) | (7,496) | (7,046) |
Income (loss) from discontinued operations | (1,915) | 43,645 | 1,524 | (363,385) |
Loss (gain) from sale of discontinued operations | (188,247) | 216,069 | (188,247) | |
Total income (loss) from discontinued operations | (1,915) | (144,602) | 217,593 | (551,632) |
Cards Plus [Member] | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Total Revenues, net | 380,372 | 1,263,672 | ||
Operating Expenses: | ||||
Cost of Sales | 145,205 | 665,269 | ||
General and administrative | 21,539 | 412,243 | ||
Impairment loss | 143,698 | |||
Depreciation and amortization | (1,482) | 24,415 | ||
Total operating expenses | 165,262 | 1,245,625 | ||
Income (loss) from operations | 215,110 | 18,047 | ||
Other Income (Expense): | ||||
Other income | 2,103 | 8,919 | ||
Interest expense, net | (364) | |||
Other income (expense), net | 2,103 | 8,555 | ||
Loss before income taxes | 217,213 | 26,602 | ||
Income tax expense | (4,681) | |||
Income (loss) from discontinued operations | 217,213 | 21,921 | ||
Loss (gain) from sale of discontinued operations | (188,247) | (188,247) | ||
Total income (loss) from discontinued operations | 28,966 | (166,326) | ||
MultiPay [Member] | ||||
Condensed Statement of Income Captions [Line Items] | ||||
Total Revenues, net | 66,271 | 29,354 | 204,527 | |
Operating Expenses: | ||||
General and administrative | 255,327 | 12,268 | 590,760 | |
Depreciation and amortization | (5,267) | 8,066 | 8,610 | |
Total operating expenses | 250,060 | 20,334 | 599,370 | |
Income (loss) from operations | (183,789) | 9,020 | (394,843) | |
Other Income (Expense): | ||||
Other income | 10,689 | 11,902 | ||
Other income (expense), net | 10,689 | 11,902 | ||
Loss before income taxes | (173,100) | 9,020 | (382,941) | |
Income tax expense | (1,915) | (468) | (7,496) | (2,365) |
Income (loss) from discontinued operations | (1,915) | (173,568) | 1,524 | (385,306) |
Loss (gain) from sale of discontinued operations | 216,069 | |||
Total income (loss) from discontinued operations | $ (1,915) | $ (173,568) | $ 217,593 | $ (385,306) |
Discontinued Operations and A_6
Discontinued Operations and Assets Held for Sale (Details) - Schedule of Cash Flow Activity Related to Discontinued Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (1,915) | $ 43,645 | $ 1,524 | $ (363,385) |
Depreciation and amortization expense | 8,067 | 42,364 | ||
Impairment of intangible assets | 143,701 | |||
Accounts receivable | 105,194 | (14,288) | ||
Other current assets | 10,562 | 186,370 | ||
Inventory | (78,806) | |||
Accounts payable and accrued expenses | (13,759) | (16,092) | ||
Deferred revenue | (36,663) | |||
Adjustments relating to discontinued operations | 110,064 | 226,586 | ||
Cash flows from discontinued operations | $ 111,588 | $ (136,799) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | ||||
Rented office monthly cost | $ 2,500 | |||
Office monthly lease cost | $ 1,500 | |||
Rent expense | $ 8,000 | $ 80,000 | ||
Continuing Operations [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Rent expense | 13,000 | |||
Discontinued Operations [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Rent expense | $ 67,000 |