Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 15, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | None | ||
Entity Information [Line Items] | |||
Entity Registrant Name | authID Inc. | ||
Entity Central Index Key | 0001534154 | ||
Entity File Number | 001-40747 | ||
Entity Tax Identification Number | 46-2069547 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Public Float | $ 40,795,215 | ||
Entity Contact Personnel [Line Items] | |||
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 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | 516 | ||
Local Phone Number | 274-8700 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Stock par value $0.0001 per share | ||
Trading Symbol | AUID | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 9,450,220 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Cherry Bekaert LLP |
Auditor Firm ID | 677 |
Auditor Location | Tampa, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 10,177,099 | $ 3,237,106 |
Accounts receivable, net | 91,277 | 261,809 |
Deferred contract costs | 157,300 | |
Other current assets | 476,004 | 729,342 |
Current assets held for sale | 118,459 | |
Total current assets | 10,901,680 | 4,346,716 |
Other Assets | 250,383 | |
Intangible Assets, net | 327,001 | 566,259 |
Goodwill | 4,183,232 | 4,183,232 |
Non-current assets held for sale | 27,595 | |
Total assets | 15,411,913 | 9,374,185 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 1,408,965 | 1,154,072 |
Deferred revenue | 131,628 | 81,318 |
Deferred contract liability | 124,150 | |
Current liabilities held for sale | 13,759 | |
Total current liabilities | 1,664,743 | 1,249,149 |
Non-current Liabilities: | ||
Convertible debt, net | 224,424 | 7,841,500 |
Deferred Severance | 325,000 | |
Total liabilities | 2,214,167 | 9,090,649 |
Commitments and Contingencies (Note 12) | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized; 9,450,220 and 3,179,789 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 945 | 318 |
Additional paid in capital | 172,714,712 | 140,257,448 |
Accumulated deficit | (159,530,535) | (140,130,159) |
Accumulated comprehensive income | 12,624 | 155,929 |
Total stockholders’ equity | 13,197,746 | 283,536 |
Total liabilities and stockholders’ equity | $ 15,411,913 | $ 9,374,185 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 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 | 9,450,220 | 3,179,789 |
Common stock, shares outstanding | 9,450,220 | 3,179,789 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues: | ||
Total revenues, net | $ 190,289 | $ 527,415 |
Operating Expenses: | ||
General and administrative | 7,882,194 | 14,676,938 |
Research and development | 2,800,373 | 6,269,175 |
Depreciation and amortization | 255,858 | 749,900 |
Impairment losses | 1,101,867 | |
Total operating expenses | 10,938,425 | 22,797,880 |
Loss from continuing operations | (10,748,136) | (22,270,465) |
Other (Expense) Income | ||
Interest expense, net | (1,108,458) | (1,359,954) |
Other income (expense), net | 98,230 | (37,221) |
Conversion expense | (7,476,000) | |
Loss on extinguishment of debt | (380,741) | |
Other (expense) income, net | (8,866,969) | (1,397,175) |
Loss from continuing operations before income taxes | (19,615,105) | (23,667,640) |
Income tax expense | (2,864) | (7,670) |
Loss from continuing operations | (19,617,969) | (23,675,310) |
Gain (loss) from discontinued operations | 1,524 | (366,663) |
Gain (loss) on sale of discontinued operations | 216,069 | (188,247) |
Total gain (loss) from discontinued operations | 217,593 | (554,910) |
Net loss | $ (19,400,376) | $ (24,230,220) |
Net Loss Per Share - Basic and Diluted | ||
Continuing operations, Basic (in Dollars per share) | $ (3.19) | $ (7.72) |
Discontinued operations, Basic (in Dollars per share) | $ 0.04 | $ (0.18) |
Weighted Average Shares Outstanding - Basic (in Shares) | 6,153,881 | 3,065,365 |
Verified software license | ||
Revenues: | ||
Total revenues, net | $ 186,171 | $ 156,646 |
Legacy authentication services | ||
Revenues: | ||
Total revenues, net | $ 4,118 | $ 370,769 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Continuing operations, Diluted | $ (3.19) | $ (7.72) |
Discontinued operations, Diluted | $ 0.04 | $ (0.18) |
Weighted Average Shares Outstanding – Diluted (in Shares) | 6,153,881 | 3,065,365 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (19,400,376) | $ (24,230,220) |
Foreign currency translation loss | (143,305) | (55,557) |
Comprehensive loss | $ (19,543,681) | $ (24,285,777) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - 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 | 8,870,168 | 8,870,168 | |||
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 | 91,757 | 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 | ||||
Shares issued in lieu of interest | $ 6 | 696,387 | 696,393 | ||
Shares issued in lieu of interest (in Shares) | 59,980 | ||||
Warrants for services with the issuance of convertible debt | 449,474 | 449,474 | |||
Cashless stock option exercise | $ 4 | (4) | |||
Cashless stock option exercise (in Shares) | 37,707 | 49,712 | |||
Cashless warrant exercise | |||||
Cashless warrant exercise (in Shares) | 172 | ||||
Warrant exercise for cash | $ 1 | 66,002 | 66,003 | ||
Warrant exercise for cash (in Shares) | 4,583 | ||||
Convertible note converted to common stock | 50,000 | 50,000 | |||
Convertible note converted to common stock (in Shares) | 1,690 | ||||
Net loss | (24,230,220) | (24,230,220) | |||
Foreign currency translation | (55,557) | (55,557) | |||
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 | |||
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 | ||||
Warrants for services with securities purchase agreement | 438,000 | 438,000 | |||
Stock-based compensation | 487,398 | 487,398 | |||
Sale of common stock for cash, net of offering costs | $ 357 | 14,912,547 | 14,912,904 | ||
Sale of common stock for cash, net of offering costs (in Shares) | 3,564,666 | ||||
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 | |||||
Cashless stock option exercise (in Shares) | 268 | 938 | |||
Net loss | (19,400,376) | $ (19,400,376) | |||
Foreign currency translation | (143,305) | (143,305) | |||
Balances at Dec. 31, 2023 | $ 945 | $ 172,714,712 | $ (159,530,535) | $ 12,624 | $ 13,197,746 |
Balances (in Shares) at Dec. 31, 2023 | 9,450,220 | 9,450,220 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (19,400,376) | $ (24,230,220) |
Adjustments to reconcile net loss with cash flows from operations: | ||
Conversion expense | 7,476,000 | |
Stock-based compensation | 487,398 | 8,870,168 |
Amortization of debt discounts and issuance costs | 711,269 | 595,783 |
Warrants for services | 438,000 | |
Shares issued in lieu of interest | 387,578 | 696,393 |
Loss on debt extinguishment | 380,741 | |
Depreciation and amortization expense | 255,858 | 749,900 |
Provision for doubtful collection of other receivable | 150,000 | |
(Gain) loss from sale of discontinued operation | (216,069) | 188,247 |
Impairment losses | 1,101,867 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 170,532 | (234,962) |
Deferred contract cost | (33,150) | |
Other current assets | 88,068 | 167,877 |
Accounts payable and accrued expenses | 245,932 | (669,294) |
Deferred revenue | 50,310 | (117,689) |
Other liabilities | 325,000 | |
Adjustments relating to discontinued operations | 110,064 | 87,530 |
Net cash flows from operating activities | (8,372,845) | (12,794,400) |
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 | (7,027) | |
Purchase of property and equipment - discontinued operations | (16,159) | |
Purchase of intangible assets | (16,600) | (6,311) |
Net cash flows from investing activities | 75,151 | (182,274) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock, net of offering costs | 14,912,904 | 3,146,940 |
Credit facility drawdown, net of issuance costs | 471,816 | |
Proceeds from issuance of convertible note payable, net of issuance costs | 7,992,841 | |
Proceeds from exercise of warrants | 66,003 | |
Principal payments on Convertible notes | (662,000) | |
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 | 15,384,720 | 10,231,623 |
Effect of Foreign Currencies | (149,736) | (53,123) |
Net Change in Cash | 6,937,290 | (2,798,174) |
Cash, Beginning of the Year | 3,237,106 | 5,767,276 |
Cash, Beginning of the Year- Discontinued Operations | 2,703 | 270,707 |
Cash, End of the Year - Discontinued Operations | (2,703) | |
Cash, End of the Year | 10,177,099 | 3,237,106 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 23,345 | 94,887 |
Cash paid for interest - discontinued operations | 364 | |
Cash paid for income taxes | 2,864 | 7,670 |
Cash paid for income taxes - discontinued operations | 1,254 | 5,627 |
Schedule of Non-cash Investing and Financing Activities: | ||
Conversion of convertible note payable and accrued interest to common stock | 7,856,011 | 50,406 |
Conversion of credit facility borrowings into common stock | 900,000 | |
Cashless option and warrant exercises | 4 | |
Common stock issued with convertible debt | 91,757 | |
Common stock for working capital facility | 303,000 | |
Warrants for services with the issuance of convertible debt | $ 449,474 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES authID Inc. quickly and accurately verifies a user’s identity, through its easy-to-integrate, patented, biometric identity platform, eliminating any assumption of ‘who’ is behind a device and preventing cybercriminals from taking over accounts. authID combines digital onboarding, biometric passwordless authentication and account recovery, with a fast, accurate, user-friendly experience . Establishing a biometric root of trust for each user that is bound to their accounts or provisioned devices, authID stops fraud at onboarding, eliminates password risks and costs, and provides the faster, frictionless, and more accurate user identity experience demanded by operators of today’s digital ecosystems. Effective July 18, 2022, the Company changed its name to authID Inc. On May 4, 2022, the Board of Directors of authID Inc. 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”). On August 29, 2022 the Company executed and completed the sale of the Cards Plus business. As of December 31, 2022, the Company exited the MultiPay business in Colombia and all impacted employees had left the Company. As of December 31 2022, MultiPay S.A.S., assets are presented as assets held for sale on the Company’s Consolidated Balance Sheets and their operations presented as discontinued operations in the Consolidated Statements of Operations as they met the criteria for discontinued operations under applicable accounting guidance. On June 30, 2023, MultiPay finalized the sale of MultiPay’s proprietary software to its major customer for approximately $96,000 of sale consideration. The Company collected the cash from this customer in September 2023, released foreign currency translation gain of approximately $155,000 and recognized a gain of approximately $216,000 from the transaction. See Discontinued Operations Note 11 for details. Going Concern These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) assuming the Company will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date of these consolidated financial statements. As of December 31, 2023, the Company had an accumulated deficit of approximately $159.5 million. For the year ended December 31, 2023, the Company earned revenue of approximately $0.19 million, used $8.4 million to fund its operations, and incurred a net loss from continuing operations of approximately $19.6 million, of which $11.2 million was non-cash. The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, 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 /or acquiring new clients to generate revenues and cash flows. As discussed in Notes 7 and 9, the Company was able to secure additional financing by the following: ● On November 27, 2023, the Company closed a registered direct public offering (“Registered Public Offering”) with accredited investors to sell 1,574,990 shares of the Company’s common stock, par value $0.0001 per share at a per share price of $6.00 per share. The aggregate gross proceeds were approximately $9.4 million (or approximately $8.6 million, net of offering costs). The purchasers included three directors of the Company, including the Chief Executive Officer and Chairman of the Board of Directors. ● On May 26, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,989,676 shares of common stock for aggregate gross proceeds of approximately $7.3 million (or approximately $6.4 million, net of offering costs). ● 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). ● On March 9, 2023, the Company entered into a promissory note in favor of Garchik for aggregate gross proceeds of $0.9 million (approximately $0.5 million, net of offering costs). On May 26, 2023, the Company issued 253,617 shares of common stock to Garchik in exchange for the outstanding balance plus accrued and unpaid interest in the aggregate amount of $929,250. The Company will require additional funding for its current operations as it continues to invest in its product, people, and technology. 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 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 profitable) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern. Subsequent Events On February 15, 2024, Mr. Joe Trelin tendered his resignation as Chairman and a Director of the Company, effective immediately. On February 20, 2024, the board of directors of the Company (the “Board”) accepted his resignation and agreed to vest the unvested portion of an option granted to Mr. Trelin June 28, 2023, amounting to 6,511 shares. Pursuant to Rule 5605(b)(1) of the Rules of the Nasdaq Stock Market, (“Nasdaq”), a majority of the Board must be comprised of Independent Directors as defined in Rule 5605(a)(2). As a result of Mr. Trelin’s resignation, the Board currently consists of six directors of which three are considered Independent Directors. The Company is currently in discussions with one or more candidates to be appointed as an additional Independent Director, but no agreement has been reached regarding such appointment at this time. Pursuant to Rule 5605(b)(1)(A), the Company has a cure period, within which to restore the majority of Independent Directors, expiring on the earlier of the date of the next Annual Meeting or one year from the date of the vacancy (subject to a minimum period of 180 days from the date of the vacancy). On February 20, 2024, the Board appointed Michael Thompson to the Audit Committee in compliance with Rule 5605(c)(2)(A) of the Nasdaq Rules. Basis of Consolidation The 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, Cards Plus Pty Ltd. (through August 29, 2022 when the sale of Cards Plus Pty Ltd. was completed) and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates In preparing these consolidated financial statements in conformity with US GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Revenue Recognition Verified Software License The Company had deferred revenue contract liabilities of approximately $132,000 and $81,000 as of December 31, 2023 and December 31, 2022 respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of December 31, 2023 are expected to be earned over the next twelve months. Remaining Performance Obligations As of December 31, 2023, the Company’s Remaining Performance Obligation (RPO) was $4.03 million, of which $0.13 million is held as deferred revenue and $3.89 million is related to other non-cancelable contracted amounts. The Company estimated the $4.03 million balance based primarily on minimum annual billings associated with signed customer contracts, which have not yet implemented the Company’s software. Based on the contractual terms of the signed customer contracts, we anticipate recognizing this revenue over the next 3 years. However, due to the complexities and estimates inherent in revenue recognition, ultimate revenue recognized may differ from these estimates. Deferred Contract Costs We defer the portion of sales commission that is considered a cost of obtaining a new contract with a customer and amortize these deferred costs over the period of benefit. We expense the remaining sales commissions as incurred. The following table summarizes deferred contract cost activity for the year ended December 31, 2023: Deferred Contract Costs Carrying Value at December 31, 2022 $ - Additions 157,300 Amortization - Carrying Value at December 31, 2023 $ 157,300 Legacy Authentication Services Accounts Receivable All customers are granted credit on a short-term basis. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted. 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 assets. 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 the year ended December 31, 2023 related to this receivable. At December 31, 2023 and 2022, management determined no other allowance for doubtful accounts was required. New Accounting Pronouncement Concentration of Credit Risk and Major Customers The Company’s financial instruments that potentially expose the Company to a concentration of credit risk consist of cash and accounts receivable. Cash: 2023 Revenues and accounts receivable: 2022 Revenues and accounts receivable: Income Taxes The Company accounts for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Leases 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 was approximately $1,500 per month. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements as of December 31, 2023. Property and Equipment, net Property and equipment consists of furniture and fixtures and computer equipment and are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated useful service lives of three to five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. Intangible Assets Intangible assets include when applicable, costs associated with software development of new product offerings and significant enhancements to existing applications. Research & development costs are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. As of December 31, 2023 and 2022, all assets are in service. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. During the year ended December 31, 2023, the Company determined that all intangible assets would be recovered and therefore did not record impairment expense. During the year ended December 31, 2022, the Company determined that certain intangibles assets are no longer recoverable and recognized impairment expense of approximately $1.1 million. Goodwill Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair market value of net identified tangible and intangible assets acquired. The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests. The Company’s impairment review process compares the fair market value of the reporting unit to it carrying value, including the goodwill related to the reporting unit utilizing qualitative considerations. To determine the fair market value of the reporting unit, the Company may use various approaches including an asset or cost approach, market approach or income approach or any combination thereof. These approaches may require the Company to make certain estimates and assumptions including future cash flows, revenue and expenses. These estimates and assumptions are reviewed each time the Company tests goodwill for impairment and are typically developed as part of the Company’s routine business planning and forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could produce materially different results. During the year ended December 31, 2023, the Company’s assessment did not indicate that an impairment charge was required as its fair market value (as determined primarily by the Company's market capitalization) was in excess of carrying value. Stock-based compensation The Company has accounted for stock-based compensation under the provisions of FASB ASC 718 – “Stock Compensation” which requires the use of the fair- value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). For all awards, the fair market value of each stock option award is estimated on the date of grant using the Black- Scholes or Monte-Carlo valuation models as appropriate that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of the Company’s stock and other factors estimated over the expected term of the stock options. For employee awards, the expected term of options granted is derived based on exercise history. We continually monitor exercise activity from the date of grant and consider our short history and certain stock price growth during various periods. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The Company accounts for forfeitures of employee awards as they occur. Research and Development Costs Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses incurred to perform research projects and develop technology for the Company’s products. Research and development costs are expensed as incurred. Advertising Expenses During the fiscal year 2023 and 2022 the Company incurred approximately $97,000 and $220,000, respectively, in digital marketing expenses to promote our products. 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 years ended December 31, 2023 and 2022 because their effect was antidilutive: 2023 2022 Convertible notes payable 8,277 325,188 Warrants 598,267 153,683 Stock options 1,796,739 1,291,595 2,403,283 1,770,466 Foreign Currency Translation The assets, liabilities and results of operations of certain of authID’s subsidiaries are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these subsidiaries, the applicable assets and liabilities are translated to US dollars at currency exchange rates as of the applicable dates and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these subsidiaries’ financial statements are reported in other comprehensive loss in the accompanying consolidated statements of comprehensive loss. |
Other Current Assets and Other
Other Current Assets and Other Assets | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022: 2023 2022 Prepaid Insurance $ 184,492 $ 244,215 Unamortized working capital facility fees - current - 199,156 Prepaid Third Party Services 291,512 135,405 Other - 150,566 $ 476,004 $ 729,342 Other assets consisted of the following at December 31, 2023 and 2022: OTHER ASSETS 2023 2022 Unamortized working capital facility fees - non current $ - $ 248,945 Other - 1,438 $ - $ 250,383 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 3 – PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following as of December 31, 2023 and 2022: Estimated Description Useful 2023 2022 Computer Equipment 3 $ - $ 85,583 Furniture and Equipment 5 - 54,016 - 139,599 Less: Accumulated Depreciation - (139,599 ) Property and Equipment, Net $ - $ - Depreciation expense totaled $0 and $25,021 for the years ended December 31, 2023 and 2022, respectively. |
Intangible Assets, Net (Other t
Intangible Assets, Net (Other than Goodwill) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets, Net (Other than Goodwill) [Abstract] | |
INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL) | NOTE 4 – INTANGIBLE ASSETS, NET (OTHER THAN GOODWILL) The Company’s intangible assets consist of intellectual property acquired from FIN in addition to internally developed software that have been placed into service. They are amortized over their estimated useful lives as indicated below. The following is a summary of activity related to intangible assets for the years ended December 31, 2023 and 2022: Acquired and Developed Software Patents Total Useful Lives 5 Years 10 Years Carrying Value at December 31, 2021 2,238,882 140,570 2,379,452 Additions - 6,311 6,311 Impairment of assets (1,107,867 ) - (1,107,867 ) Amortization (695,420 ) (16,217 ) (711,637 ) Carrying Value at December 31, 2022 $ 435,595 $ 130,664 $ 566,259 Additions 16,600 - 16,600 Impairment of assets - - - Amortization (239,397 ) (16,461 ) (255,858 ) Carrying Value at December 31, 2023 $ 212,798 $ 114,203 $ 327,001 The following is a summary of intangible assets as of December 31, 2023: Acquired and Developed Software Patents Total Cost 1,734,662 164,614 1,899,276 Accumulated amortization (1,521,864 ) (50,411 ) (1,572,275 ) Carrying Value at December 31, 2023 $ 212,798 $ 114,203 $ 327,001 The following is a summary of intangible assets as of December 31, 2022: Acquired and Developed Software Patents Total Cost 4,476,271 164,614 4,640,885 Accumulated amortization (4,040,676 ) (33,950 ) (4,074,626 ) Carrying Value at December 31, 2023 $ 435,595 $ 130,664 $ 566,259 The following is the future amortization of intangible assets for the year ended December 31: 2024 173,632 2025 69,331 2026 19,228 2027 16,461 2028 16,461 Thereafter 31,888 $ 327,001 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following as of December 31, 2023 and 2022: 2023 2022 Trade payables $ 339,832 $ 623,130 Accrued payroll and related expenses 707,317 145,837 Other 361,816 385,105 $ 1,408,965 $ 1,154,072 |
Working Capital Facility
Working Capital Facility | 12 Months Ended |
Dec. 31, 2023 | |
Working Capital Facility [Abstract] | |
WORKING CAPITAL FACILITY | NOTE 6 – WORKING CAPITAL FACILITY On March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company (“Garchik”), pursuant to which the shareholder agreed to provide to the Company a $10.0 million unsecured standby line of credit facility that will rank behind the Convertible Notes (see Note 7) and may be drawn down in several tranches, subject to certain conditions described in the Facility Agreement (the “Credit Facility”). Pursuant to the Credit Facility, the Company agreed to pay a facility commitment fee of 12,500 shares of our common stock upon the effective date of the Credit Facility. There were no borrowings under the Credit Facility as of December 31, 2022. 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 $373,000 of the issuance costs related to the Original Credit Facility and capitalized $426,000 issuance costs related to the A&R Facility Agreement. 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 9 “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 in the year ended December 31, 2023. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 7 – 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 $3.70. The Convertible Notes were sold with an aggregate cash origination fee of approximately $200,000, and we issued a total of approximately 3,562 shares of our common stock to the Note Investors as an additional origination fee. The Convertible Notes will accrue interest at the rate of 9.75% per annum, which will be 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. Between May 23 and June 7, 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 2,348,347 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 between $3.78 and $5.80 per share (or $4.12 if the Holder is a director, officer or insider of the Company). 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 During the year ended December 31, 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 year ended December 31, 2023 and 2022, the Company issued 103,533 and 59,981 shares of common stock for approximately $358,000 and $696,000 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 during 2022, the Company issued 17,836 common stock warrants to a broker and its representatives with an estimated grant date fair market value of approximately $449,000 which was recorded as a reduction in the carrying value of the Convertible Notes. The Company also had a note outstanding to the Stern Trust in the amount of $662,000 that earned interest at 10% per annum. Theodore Stern, the former Trustee of the Stern Trust was formerly a director of the Company. The maturity date of the Stern Note was previously February 29, 2022 and the Stern Trust and the Company mutually agreed to extend the due date to December 31, 2022. The Stern Note was paid in full prior to December 31, 2022. The following is a summary of convertible notes outstanding as of December 31, 2023 and 2022: December 31, December 31, 2023 2022 9.75% convertible notes due March 31, 2025 245,000 9,125,205 less Unamortized debt discount expense (3,256 ) (203,593 ) Unamortized debt issuance expense (17,320 ) (1,080,112 ) $ 224,424 $ 7,841,500 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS 2023 Transactions Convertible Notes Payable On May 23, 2023, pursuant to an Exchange Agreement, Mr. Ken Jisser, who became a director of the Company on March 9, 2023, exchanged $100,000 of Convertible Notes payable and accrued interest of $1,463 for 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, exchanged $1,000,000 of Convertible Notes payable and $14,625 of accrued interest for 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 9 “Shareholders’ Equity”), Mr. Garchik is now a holder of more than 10% of the outstanding shares of the Company’s common stock. 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. On November 20, 2023, Messrs. Rhoniel Daguro, CEO and Director, and Joseph Trelin, the Chairman of the Board, each purchased 8,333 shares of the Company’s common stock at a price of $50,000. Michael Thompson, also a Director purchased 16,667 shares of Company’s common stock at a price of $100,000. Stephen Garchik, a holder of more than 10% of the outstanding shares of the Company’s common stock, purchased 166,667 shares of Company’s common stock at a price of $1,000,000. 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. 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 6 “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. Executive Officers On March 23, 2023, the Company and Thomas Thimot entered into a Confidential Separation Agreement and General Release for the purposes of separation of Mr. Thimot from the Company as Chief Executive Officer and an employee by mutual consent and settling, compromising and resolving all claims between them. Mr. Thimot’s resignation was effective March 23, 2023. In addition to the Company paying all accrued but unpaid salary and providing reimbursement for all outstanding expenses, the Company has agreed to pay Mr. Thimot $325,000 which shall be deferred until the earlier of April 1, 2025 and a change of control of the Company. Mr. Thimot will also be eligible for certain health benefits. The exercise period with respect to Mr. Thimot’s stock option to acquire 32,812 shares of common stock at an exercise price of $62.40 per share was extended through March 23, 2027. All unvested grants or other equity awards lapsed and are no longer exercisable as of the separation date. 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 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. Additionally, on December 21, 2023, the Company granted Mr. Szoke options to acquire 5,000 shares of common stock at an exercise price of $9.25 for ten years, vesting over twelve months. 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 May 11, 2023, the Company entered a Retention Agreement with Hang 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 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. As of January 1, 2024, Mr. Sellitto’s annual salary was increased to $275,000. 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. Additionally, on December 21, 2023, the Company granted Mr. Selitto options to acquire 7,000 shares of common stock at an exercise price of $9.25 for ten years, vesting over twelve months. 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. Mr. Trelin retired from the Board effective February 20, 2024 and the Board vested the unvested portion of these options, amounting to 6,511 shares. See Note 1 – “Subsequent Events” Commercial Agreements On June 6, 2023, the Company entered into a services agreement with The Pipeline Group, Inc. (“TPG”). Ken Jisser, a director of the Company, is the founder and CEO of TPG, a technology-enabled services company that aims to deliver business results for companies looking to build a predictable and profitable pipeline. The agreement provides that TPG will 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 for an initial term of one year. On October 25, 2023 and December 19, 2023, the Company entered into amendments to the above services agreement, pursuant to which TPG will provide certain additional services to the Company. In consideration of the services, the Company will pay TPG $98,000 per month during the remainder of the initial one-year term. During the period from June 6, 2023 through December 31, 2023 the Company paid TPG a total of $398,000. As of December 31, 2023 the Company had a balance of $84,000 in Accounts Payable related to amounts owed to TPG under the payment terms of this agreement. 2022 Transactions Convertible Notes Payable During the year ended December 31, 2022, two Directors, an affiliate of one of such Directors and one Executive Officer invested in $1.2 million of the Convertible Notes issued. See Note 7. In connection with the payment of interest on the Convertible Notes, 2,596 shares were issued to two Directors and an affiliate of one of the Directors. Issuance of Common Stock Two Directors and one Executive Officer invested $0.2 million in the common stock offering during the year ended December 31, 2022. See Note 8. Credit Facility On March 21, 2022 the Company entered into a Credit Facility with an accredited investor Mr. Stephen Garchik, who is both a current shareholder of the Company and a Note Investor, pursuant to which the accredited investor agreed to provide a $10.0 million unsecured standby line of credit facility that ranked behind the Convertible Notes. Pursuant to the Credit Facility, the Company agreed to pay the Lender the Facility Commitment Fee of 12,500 shares of our common stock upon the effective date of the Facility Agreement. Executive Officers On April 25, 2022, Stuart Stoller indicated his intention to resign as Chief Financial Officer of the Company in connection with his planned retirement. The resignation and retirement were effective date of June 17, 2022 at which time Annie Pham was appointed Chief Financial Officer in his place. In connection with his retirement, the Board of Directors approved the vesting of approximately 15,278 stock options which were unvested as of June 17, 2022. Additionally, the Board of Directors approved a consulting arrangement for Mr. Stoller to provide transitional services on an as needed basis. On April 25, 2022, Ms. Pham and the Company entered into an Offer Letter pursuant to which Ms. Pham agreed to serve as Chief Financial Officer commencing June 20, 2022. Ms. Pham receives an annual salary of $275,000. 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 and an exercise period of ten years subject to certain performance vesting requirements. In December 2022, Ms. Pham was granted an option to acquire 7,500 shares of common stock at an exercise price of $6.32 which will vest on December 31, 2023 with an exercise period of ten years. On May 11, 2023, the Company and Ms. Annie Pham, the CFO of the Company, entered a Retention Agreement, 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. Mr. Pham also received one-year of medical coverage for an aggregate cost $57,715. 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 on August 15, 2023. Board of Directors In April 2022, the Company appointed Joe Trelin as an additional independent director. The Company granted Mr. Trelin options to acquire 12,612 shares of common stock or a total of $270,000 at an exercise price of $25.04 per share for a term of ten years that vest one third per year after each Annual Meeting. In September 2022 the Company granted additional options to acquire 4,371 shares of common stock each at an exercise price of $24.24 per share, to each of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors, which vest monthly over a one-year-period. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 250,000,000 shares of common stock. The Company had 9,450,220 and 3,179,789 shares of common stock issued and outstanding as of December 31, 2023 and 2022, respectively. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock but no 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. 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 2023 Common Stock Transactions ● On November 27, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,574,990 shares of common stock for cash gross proceeds of approximately $9.4 million (or approximately $8.6 million, net of offering costs). ● 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 7 “Convertible Notes Payable”. ● A stock option holder exercised their stock options and were issued approximately 268 shares of our common stock. 2022 Common Stock Transactions ● On March 18 and March 21, 2022, the Company entered into Subscription Agreements (the “Subscription Agreements”) with an accredited investor and certain members of authID’s management team (the “PIPE Investors”), and, pursuant to the Subscription Agreements, sold to the PIPE Investors a total of 132,940 shares of our common stock at prices of $24.24 per share for an outside investor and $29.60 per share for the management investors (the “PIPE”). The aggregate gross proceeds from the PIPE are approximately $3.3 million. ● The Company issued a total of 3,562 shares of our common stock to the Note Investors as an additional origination fee. ● On March 21, 2022, the Company entered into a Facility Agreement with a current shareholder and noteholder of the Company, pursuant to which the shareholder agreed to provide the Company a $10.0 million unsecured standby letter of credit facility. Pursuant to the Credit Facility, the Company paid a facility commitment fee of 12,500 shares of our common stock with a fair market value of $24.24 per share upon the effective date of the Credit Facility. ● During the year ended December 31, 2022, the Company issued 59,980 shares of common stock for approximately $696,000 of interest related to the Convertible Notes. See Note 9 for details. ● Certain warrant, stock option and convertible note holders exercised their respective warrants and stock options and conversion right and were issued approximately 44,152 shares of our common stock. Warrants ● On November 22, 2023, in connection with their placement agent services, the Company issued 110,249 common stock warrants to Madison Global Partners, LLC, with a term of 5 years and an exercise price of $6.000 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. ● 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 March 21, 2022, the Company issued 17,837 common stock warrants in connection with Subscription Agreements and Convertible Notes referenced above with a term of five years and exercise price of $29.60 per share. See Common Stock Transaction above for a further description of the warrant issuances. The following is a summary of the Company’s warrant activity for the years ended December 31, 2023 and 2022: Weighted Weighted Average Average Number of Exercise Remaining Shares Price Life Outstanding, January 1, 2022 175,482 $ 36.88 3.0 Years Granted 17,837 $ 29.60 5.0 Years Exercised/Cancelled (39,636 ) $ 33.20 - Outstanding, December 31, 2022 153,683 $ 36.96 2.0 Years Granted 454,461 $ 4.02 4.5 Years Exercised/Cancelled (9,877 ) $ 39.60 - Outstanding, December 31, 2023 598,267 $ 11.89 3.9 Years Stock Options The Company has adopted the authID 2017 Incentive Stock Plan, and the 2021 Equity Incentive Plan. The Company has no other stockholder approved stock incentive plans in effect as of December 31, 2023. On September 28, 2017, the shareholders of the Company approved the 2017 Incentive Stock Plan (“2017 Incentive Plan”) and on December 29, 2021, the shareholders of the Company approved the 2021 Equity Incentive Plan. (“2021 Plan”). The following is a summary of principal features of the 2017 Incentive Plan, and the 2021 Plan. The summary, however, does not purport to be a complete description of all the provisions of each plan. The terms of Awards granted under the plans shall be contained in an agreement between the participant and the Company and such terms shall be determined by the Compensation Committee consistent with the provisions of the applicable plan. The terms of Awards may or not require a performance condition in order to vest the equity comprised in the relevant Award. The terms of each Option granted shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Compensation Committee consistent with the provisions of the applicable plan. The Company has also granted equity awards that have not been approved by security holders. n December 21, 2023 the Compensation Committee of the Company adopted an Inducement Grant Plan (the “Inducement Plan”), and allocated up to 185,000 shares of common stock of the Company to be subject to option awards under the Inducement Plan. The Inducement Plan is intended for the grant of options as an inducement to new employees entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4). No options were granted under the Inducement Plan during the year ended December 31, 2023 2023 Stock Option Issuances ● During the year ended December 31, 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 year ended December 31, 2023, the Company granted a total of 614,500 options to the Chief Executive Officer, Chief Technology Officer and Chief Financial Officer at exercise prices ranging from $2.64 to $9.25 per share. ● During the year ended December 31, 2023 the Company also granted a total of 100,000 options to certain new employees at exercise prices ranging from $6.13 to $9.85 per share. ● On December 21, 2023, the Company granted 84,625 options to certain existing employees at an exercise price of $9.25 per share. ● During the year ended December 31, 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 market 2022 Stock Option Issuances ● In April 2022, the Company appointed Joe Trelin as an additional independent director. The Company granted Mr. Trelin options to acquire 12,612 shares of common stock or a total of $270,000 at an exercise price of $25.04 per share for a term of ten years that vest one third per year after each Annual Meeting. ● In September 2022 the Company granted additional options to acquire 4,371 shares of common stock valued at $90,000 to each to six of the non-employee Directors, by way of annual compensation under the Company’s compensation policy for non-employee directors, which vest monthly over a one-year-period. ● Additionally, the Company granted 209,331 options to acquire common stock to employees. The options for the majority will vest annually over a one year period, 21,875 options vest monthly over a four-year period, and 21,875 performance-based and market-based options vest upon the achievement of certain market capitalization thresholds or performance conditions. The Company determined the grant date fair market value of the options granted during the years ended December 31, 2023 and 2022 using the Black Scholes and Monte-Carlo Method as appropriate and the following assumptions: 2023 2022 Expected volatility 112–125 % 123–127 % Expected term 1.04–5 Years 5 Years Risk free rate 3.52–4.92 % 2.14–3.75 % Dividend rate 0.00 % 0.00 % Activity related to stock options for the years ended December 31, 2023, and 2022 is summarized as follows: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (Yrs.) Value Outstanding, January 1, 2022 1,113,904 $ 51.84 6.7 $ 67,488,214 Granted 248,169 $ 12.88 10.0 $ - Exercised (49,712 ) $ 18.56 8.8 $ Forfeited/cancelled (20,764 ) $ 52.96 7.9 $ - Outstanding, December 31, 2022 1,291,597 $ 6.48 6.7 $ - Granted 877,250 $ 5.38 10.0 $ 3,576,759 Exercised (938 ) $ 6.32 0.0 $ - Forfeited/cancelled (371,166 ) $ 52.39 6.3 $ - Outstanding, December 31, 2023 1,796,743 $ 25.20 6.5 $ 3,630,733 Exercisable, December 31, 2023 1,073,349 $ 32.86 4.9 $ 1,502,214 The following table summarizes stock option information as of December 31, 2023: Contractual Exercise Price Outstanding Life (Yrs.) Exercisable $2.64 – $5.00 354,375 9.0 148,867 $5.01 – $10.00 561,189 9.5 154,603 $10.01 – $15.00 43,703 2.9 43,703 $15.01 – $20.00 252,084 1.8 252,084 $20.01 – $121.28 585,392 5.1 474,092 1,796,743 6.5 1,073,349 As of December 31, 2023, there was approximately $2.7 million of unrecognized compensation costs related to employee stock options outstanding which will be recognized in 2024 through 2026. The company will recognize forfeitures as they occur. Stock compensation expense for the years ended December 31, 2023 and 2022 was approximately $0.5 million, and $8.9 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 10 INCOME TAXES The asset and liability method is used in accounting for Income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements using the statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws or rates is recorded in the results of operations in the period that includes the enactment date under the law. We record Global Intangible Low Tax Income (GILTI) as a current period expense when incurred. We establish valuation allowances for deferred tax assets based on “a more likely than not” standard. Deferred income tax assets are evaluated quarterly to determine if valuation allowances are required or should be adjusted. The ability to realize deferred tax assets depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The assessment regarding whether a valuation allowance is required or should be adjusted also considers all available positive and negative evidence factors. It is difficult to conclude a valuation allowance is not required when there is significant objective and verifiable negative evidence, such as cumulative losses in recent years. We utilize a rolling three years of actual and current year results as the primary measure of cumulative losses in recent years. The Company’s loss before income taxes from US and Foreign sources for the years ended December 31, 2023 and 2022, are as follows: 2023 2022 United States (19,417,471 ) (25,424,002 ) Outside United States 12,356 1,208,777 Loss before income taxes (19,405,115 ) (24,215,225 ) The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2023 and 2022: 2023 2022 US Federal statutory federal income tax 21.00 % 21.00 % State taxes 1.96 % -2.52 % Loss on debt extinguishment -8.09 % Other deferred adjustments -0.53 % 3.03 % R&D credit 1.75 % 0.00 % Change in valuation allowance -16.09 % -21.57 % Total income tax provision 0.00 % -0.06 % The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2023 and 2022 are summarized as follows: 2023 2022 Deferred tax assets Net operating loss 17,231,979 14,997,873 Stock options 7,529,725 7,450,914 Federal tax credits 676,539 336,475 Basis difference in intangible and fixed assets 1,273,449 963,784 Accrued payroll 136,961 11,203 Accounting reserves 33,599 - Capital loss 350,418 350,526 Valuation allowance (27,232,670 ) (24,110,775 ) Deferred tax assets, net - - As of December 31, 2023, the Company has available federal net operating loss carry forward of $73.6 million and state net operating loss carry forwards of $33.4 million. Federal net operating loss carryforwards of approximately $14.4 million will expire through 2037 and the balance of $59.2 million have an indefinite life. Additionally, the Company has income tax net operating loss carryforwards related to our international operations which have an indefinite life. The Company assesses the recoverability of its net operating loss carry forwards and other deferred tax assets and records a valuation allowance to the extent recoverability does not satisfy the “more likely than not” recognition criteria. The Company continues to maintain the valuation allowance until sufficient positive evidence exists to support full or partial reversal. As of December 31, 2023 and 2022 the Company had a valuation allowance of approximately $27.0 million and $24.1 million against its deferred tax assets, net of deferred tax liabilities, due to insufficient positive evidence, primarily consisting of losses within the taxing jurisdictions that have tax attributes and deferred tax assets. |
Discontinued Operations and Ass
Discontinued Operations and Assets Held for Sale | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Assets Held for Sale [Abstract] | |
DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE | NOTE 11 – DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE The Board of Directors of authID considers 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. MultiPay business in Colombia The Company has 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 platform. As of December 31, 2022, 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: 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 years ended December 31, 2023 and 2022 on a consolidated basis are below: For the Year Ended Discontinued Operations 2023 2022 Discontinued Operations Total Revenues, net $ 29,354 $ 1,503,333 Operating Expenses: Cost of sales - 665,269 General and administrative 12,267 1,021,649 Impairment loss - 143,698 Depreciation and amortization 8,067 41,850 Total operating expenses 20,334 1,872,466 Income (Loss) from operations 9,020 (369,133 ) Other Income (Expense): Other income - 10,161 Interest expense, net - (364 ) Other income, net - 9,797 Income (Loss) before income taxes 9,020 (359,336 ) Income tax expense (7,496 ) (7,327 ) Income (Loss) from discontinued operations 1,524 (366,663 ) Gain (Loss) from sale of discontinued operations 216,069 (188,247 ) Total Income (Loss) from discontinued operations $ 217,593 $ (554,910 ) For the Year Ended 2023 2022 Cards Plus Total Revenues, net $ - $ 1,263,672 Operating Expenses: Cost of sales - 665,269 General and administrative - 412,243 Impairment loss - 143,698 Depreciation and amortization - 24,451 Total operating expenses - 1,245,661 Income from operations - 18,011 Other Income (Expense): Other income (expense), net - 8,919 Interest expense, net - (364 ) Other income, net - 8,555 Income before income taxes - 26,566 Income tax expense - (4,681 ) Income from discontinued operations - 21,885 Loss from sale of discontinued operations - (188,247 ) Total loss from discontinued operations $ - $ (166,362 ) For the Year Ended 2023 2022 MultiPay Total Revenues, net $ 29,354 $ 239,661 Operating Expenses: General and administrative 12,267 609,406 Depreciation and amortization 8,067 17,399 Total operating expenses 20,334 626,805 Income (Loss) from operations 9,020 (387,144 ) Other Income: Other income, net - 1,242 Other income - 1,242 Income (Loss) before income taxes 9,020 (385,902 ) Income tax expense (7,496 ) (2,646 ) Income (Loss) from discontinued operations 1,524 (388,548 ) Gain from sale of discontinued operations 216,069 - Total Income (Loss) from discontinued operations $ 217,593 $ (388,548 ) As a result of meeting the discontinued operations/assets held for sale criteria for Cards Plus and the MultiPay operations, the assets and liabilities have been reclassified as assets held for sale as of the respective balance sheet date as follows: December 31, December 31, Discontinued Operations Current Assets: Cash $ - $ 2,703 Accounts receivable, net - 105,194 Other current assets - 10,562 Current assets held for sale - 118,459 Noncurrent Assets: Property and equipment, net - 27,595 Noncurrent assets held for sale - 27,595 Total assets held for sale $ - $ 146,054 Current Liabilities: Accounts payable and accrued expenses $ - $ 13,759 Total liabilities held for sale $ - $ 13,759 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: Year Ended December 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 1,524 $ (366,663 ) Adjustments to reconcile net loss with cash flows from operations: Depreciation and amortization expense 8,067 41,850 Impairment of intangible assets - 143,698 Changes in operating assets and liabilities: Accounts receivable 105,194 (50,598 ) Other current assets 10,562 170,536 Inventory - (78,806 ) Accounts payable and accrued expenses (13,759 ) (102,486 ) Deferred revenue - (36,664 ) Adjustments relating to discontinued operations 110,064 87,530 Net cash flows from discontinued operations $ 111,588 $ (279,133 ) 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 sold certain equipment from time to time for which revenue is recognized upon delivery to the customer. Leases In October 2021, MultiPay entered into a one-year lease for approximately $2,900 per month in Bogota, Colombia. MultiPay terminated the lease as of September 30, 2022. Cards Plus leased space for its operations in South Africa. The facility was rented on a month-to-month basis with monthly rent of approximately $8,000 through August 29, 2022 as the Company completed the sale of Cards Plus business. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – 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 that the outcome of such proceedings will have a material adverse effect on the financial condition or results of operations of the Company. Executive Compensation As of December 31, 2023, the Company had employment agreements with members of the management team providing base salary amounts and provisions for stock compensation, cash bonuses and other benefits to be granted at the discretion of the Board of Directors. Additionally, certain employment agreements include provisions for base salary, bonus amounts upon meeting certain performance milestones, severance benefits for involuntary termination from a change in control or other events as defined in their respective agreements. Additionally, the vesting of certain awards could be accelerated upon a change in control (as defined) or by action of the Board of Directors. On March 23, 2023, the Company and Thomas Thimot entered into a Confidential Separation Agreement and General Release for the purposes of separation of Mr. Thimot from the Company as Chief Executive Officer and an employee by mutual consent and settling, compromising and resolving all claims between them. The Company has agreed to pay Mr. Thimot $325,000 which shall be deferred until the earlier of April 1, 2025 and a change of control of the Company. Starting in fiscal year 2022 the Company adopted the new 401(k) plan where employer matches 100% of the employees contribution up to 3% of their salaries and 50% of the employee’s contribution (including both executives and other employees) between 3% and 5% of their salaries. Leases The Company rented office space in Long Beach, New York at a monthly cost of $2,500 in 2022 and 2021, respectively. 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, our 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 December 31, 2023. Rent expense included in general and administrative on the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 was approximately $10,000 and $25,000, respectively. Rent expense included in loss from discontinued operations on the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 was approximately $2,000 and $90,000, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Information [Abstract] | |
SEGMENT INFORMATION | NOTE 13 – SEGMENT INFORMATION Operating segments are defined as components of an enterprise for which separate financial information is available and which is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. As a result of the decision to exit the Cards Plus and Multipay businesses in May 2022, the Company only has one segment which is the verified authentication business. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (19,400,376) | $ (24,230,220) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Going Concern | Going Concern These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) assuming the Company will continue on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next year following the issuance date of these consolidated financial statements. As of December 31, 2023, the Company had an accumulated deficit of approximately $159.5 million. For the year ended December 31, 2023, the Company earned revenue of approximately $0.19 million, used $8.4 million to fund its operations, and incurred a net loss from continuing operations of approximately $19.6 million, of which $11.2 million was non-cash. The continuation of the Company as a going concern is dependent upon financial support from the Company’s stockholders, 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 /or acquiring new clients to generate revenues and cash flows. As discussed in Notes 7 and 9, the Company was able to secure additional financing by the following: ● On November 27, 2023, the Company closed a registered direct public offering (“Registered Public Offering”) with accredited investors to sell 1,574,990 shares of the Company’s common stock, par value $0.0001 per share at a per share price of $6.00 per share. The aggregate gross proceeds were approximately $9.4 million (or approximately $8.6 million, net of offering costs). The purchasers included three directors of the Company, including the Chief Executive Officer and Chairman of the Board of Directors. ● On May 26, 2023, pursuant to Securities Purchase Agreements, the Company issued 1,989,676 shares of common stock for aggregate gross proceeds of approximately $7.3 million (or approximately $6.4 million, net of offering costs). ● 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). ● On March 9, 2023, the Company entered into a promissory note in favor of Garchik for aggregate gross proceeds of $0.9 million (approximately $0.5 million, net of offering costs). On May 26, 2023, the Company issued 253,617 shares of common stock to Garchik in exchange for the outstanding balance plus accrued and unpaid interest in the aggregate amount of $929,250. The Company will require additional funding for its current operations as it continues to invest in its product, people, and technology. 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 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 profitable) and raise sufficient capital to maintain operations, there is substantial doubt about the Company’s ability to continue as a going concern. |
Subsequent Events | Subsequent Events On February 15, 2024, Mr. Joe Trelin tendered his resignation as Chairman and a Director of the Company, effective immediately. On February 20, 2024, the board of directors of the Company (the “Board”) accepted his resignation and agreed to vest the unvested portion of an option granted to Mr. Trelin June 28, 2023, amounting to 6,511 shares. Pursuant to Rule 5605(b)(1) of the Rules of the Nasdaq Stock Market, (“Nasdaq”), a majority of the Board must be comprised of Independent Directors as defined in Rule 5605(a)(2). As a result of Mr. Trelin’s resignation, the Board currently consists of six directors of which three are considered Independent Directors. The Company is currently in discussions with one or more candidates to be appointed as an additional Independent Director, but no agreement has been reached regarding such appointment at this time. Pursuant to Rule 5605(b)(1)(A), the Company has a cure period, within which to restore the majority of Independent Directors, expiring on the earlier of the date of the next Annual Meeting or one year from the date of the vacancy (subject to a minimum period of 180 days from the date of the vacancy). On February 20, 2024, the Board appointed Michael Thompson to the Audit Committee in compliance with Rule 5605(c)(2)(A) of the Nasdaq Rules. |
Basis of Consolidation | Basis of Consolidation The 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, Cards Plus Pty Ltd. (through August 29, 2022 when the sale of Cards Plus Pty Ltd. was completed) and authID Gaming Inc. (collectively the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates In preparing these consolidated financial statements in conformity with US GAAP, management is required to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition Verified Software License The Company had deferred revenue contract liabilities of approximately $132,000 and $81,000 as of December 31, 2023 and December 31, 2022 respectively for certain revenue that will be earned in future periods. All deferred revenue contract liabilities as of December 31, 2023 are expected to be earned over the next twelve months. Remaining Performance Obligations As of December 31, 2023, the Company’s Remaining Performance Obligation (RPO) was $4.03 million, of which $0.13 million is held as deferred revenue and $3.89 million is related to other non-cancelable contracted amounts. The Company estimated the $4.03 million balance based primarily on minimum annual billings associated with signed customer contracts, which have not yet implemented the Company’s software. Based on the contractual terms of the signed customer contracts, we anticipate recognizing this revenue over the next 3 years. However, due to the complexities and estimates inherent in revenue recognition, ultimate revenue recognized may differ from these estimates. Deferred Contract Costs We defer the portion of sales commission that is considered a cost of obtaining a new contract with a customer and amortize these deferred costs over the period of benefit. We expense the remaining sales commissions as incurred. The following table summarizes deferred contract cost activity for the year ended December 31, 2023: Deferred Contract Costs Carrying Value at December 31, 2022 $ - Additions 157,300 Amortization - Carrying Value at December 31, 2023 $ 157,300 Legacy Authentication Services |
Accounts Receivable | Accounts Receivable All customers are granted credit on a short-term basis. The Company routinely reviews its trade receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted. 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 assets. 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 the year ended December 31, 2023 related to this receivable. At December 31, 2023 and 2022, management determined no other allowance for doubtful accounts was required. New Accounting Pronouncement |
Concentration of Credit Risk and Major Customers | Concentration of Credit Risk and Major Customers The Company’s financial instruments that potentially expose the Company to a concentration of credit risk consist of cash and accounts receivable. Cash: 2023 Revenues and accounts receivable: 2022 Revenues and accounts receivable: |
Income Taxes | Income Taxes The Company accounts for income taxes under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes.” Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. |
Leases | Leases 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 was approximately $1,500 per month. The Company did not renew the lease agreement after July 2023 and has no remaining lease agreements as of December 31, 2023. |
Property and Equipment, net | Property and Equipment, net Property and equipment consists of furniture and fixtures and computer equipment and are stated at cost. Property and equipment are depreciated using the straight-line method over the estimated useful service lives of three to five years. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal. |
Intangible Assets | Intangible Assets Intangible assets include when applicable, costs associated with software development of new product offerings and significant enhancements to existing applications. Research & development costs are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. As of December 31, 2023 and 2022, all assets are in service. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. During the year ended December 31, 2023, the Company determined that all intangible assets would be recovered and therefore did not record impairment expense. During the year ended December 31, 2022, the Company determined that certain intangibles assets are no longer recoverable and recognized impairment expense of approximately $1.1 million. |
Goodwill | Goodwill Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair market value of net identified tangible and intangible assets acquired. The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests. The Company’s impairment review process compares the fair market value of the reporting unit to it carrying value, including the goodwill related to the reporting unit utilizing qualitative considerations. To determine the fair market value of the reporting unit, the Company may use various approaches including an asset or cost approach, market approach or income approach or any combination thereof. These approaches may require the Company to make certain estimates and assumptions including future cash flows, revenue and expenses. These estimates and assumptions are reviewed each time the Company tests goodwill for impairment and are typically developed as part of the Company’s routine business planning and forecasting process. While the Company believes its estimates and assumptions are reasonable, variations from those estimates could produce materially different results. During the year ended December 31, 2023, the Company’s assessment did not indicate that an impairment charge was required as its fair market value (as determined primarily by the Company's market capitalization) was in excess of carrying value. |
Stock-based compensation | Stock-based compensation The Company has accounted for stock-based compensation under the provisions of FASB ASC 718 – “Stock Compensation” which requires the use of the fair- value based method to determine compensation for all arrangements under which employees and others receive shares of stock or equity instruments (stock options and common stock purchase warrants). For all awards, the fair market value of each stock option award is estimated on the date of grant using the Black- Scholes or Monte-Carlo valuation models as appropriate that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of the Company’s stock and other factors estimated over the expected term of the stock options. For employee awards, the expected term of options granted is derived based on exercise history. We continually monitor exercise activity from the date of grant and consider our short history and certain stock price growth during various periods. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term. The Company accounts for forfeitures of employee awards as they occur. |
Research and Development Costs | Research and Development Costs Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses incurred to perform research projects and develop technology for the Company’s products. Research and development costs are expensed as incurred. |
Advertising Expenses | Advertising Expenses During the fiscal year 2023 and 2022 the Company incurred approximately $97,000 and $220,000, respectively, in digital marketing expenses to promote our products. |
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 years ended December 31, 2023 and 2022 because their effect was antidilutive: 2023 2022 Convertible notes payable 8,277 325,188 Warrants 598,267 153,683 Stock options 1,796,739 1,291,595 2,403,283 1,770,466 |
Foreign Currency Translation | Foreign Currency Translation The assets, liabilities and results of operations of certain of authID’s subsidiaries are measured using their functional currency which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these subsidiaries, the applicable assets and liabilities are translated to US dollars at currency exchange rates as of the applicable dates and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these subsidiaries’ financial statements are reported in other comprehensive loss in the accompanying consolidated statements of comprehensive loss. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Description of Business and Summary of Significant Accounting Policies [Abstract] | |
Schedule of Deferred Contract Cost Activity | The following table summarizes deferred contract cost activity for the year ended December 31, 2023: Deferred Contract Costs Carrying Value at December 31, 2022 $ - Additions 157,300 Amortization - Carrying Value at December 31, 2023 $ 157,300 |
Schedule of Diluted Loss per Share | The following potentially dilutive securities were excluded from the calculation of diluted loss per share for the years ended December 31, 2023 and 2022 because their effect was antidilutive: 2023 2022 Convertible notes payable 8,277 325,188 Warrants 598,267 153,683 Stock options 1,796,739 1,291,595 2,403,283 1,770,466 |
Other Current Assets and Othe_2
Other Current Assets and Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Current Assets and Other Assets [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following at December 31, 2023 and 2022: 2023 2022 Prepaid Insurance $ 184,492 $ 244,215 Unamortized working capital facility fees - current - 199,156 Prepaid Third Party Services 291,512 135,405 Other - 150,566 $ 476,004 $ 729,342 |
Schedule of Other Assets | Other assets consisted of the following at December 31, 2023 and 2022: OTHER ASSETS 2023 2022 Unamortized working capital facility fees - non current $ - $ 248,945 Other - 1,438 $ - $ 250,383 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment, Net [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2023 and 2022: Estimated Description Useful 2023 2022 Computer Equipment 3 $ - $ 85,583 Furniture and Equipment 5 - 54,016 - 139,599 Less: Accumulated Depreciation - (139,599 ) Property and Equipment, Net $ - $ - |
Intangible Assets, Net (Other_2
Intangible Assets, Net (Other than Goodwill) (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2023 and 2022: Acquired and Developed Software Patents Total Useful Lives 5 Years 10 Years Carrying Value at December 31, 2021 2,238,882 140,570 2,379,452 Additions - 6,311 6,311 Impairment of assets (1,107,867 ) - (1,107,867 ) Amortization (695,420 ) (16,217 ) (711,637 ) Carrying Value at December 31, 2022 $ 435,595 $ 130,664 $ 566,259 Additions 16,600 - 16,600 Impairment of assets - - - Amortization (239,397 ) (16,461 ) (255,858 ) Carrying Value at December 31, 2023 $ 212,798 $ 114,203 $ 327,001 Acquired and Developed Software Patents Total Cost 1,734,662 164,614 1,899,276 Accumulated amortization (1,521,864 ) (50,411 ) (1,572,275 ) Carrying Value at December 31, 2023 $ 212,798 $ 114,203 $ 327,001 Acquired and Developed Software Patents Total Cost 4,476,271 164,614 4,640,885 Accumulated amortization (4,040,676 ) (33,950 ) (4,074,626 ) Carrying Value at December 31, 2023 $ 435,595 $ 130,664 $ 566,259 |
Schedule of Future Amortization of Intangible Assets | The following is the future amortization of intangible assets for the year ended December 31: 2024 173,632 2025 69,331 2026 19,228 2027 16,461 2028 16,461 Thereafter 31,888 $ 327,001 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 and 2022: 2023 2022 Trade payables $ 339,832 $ 623,130 Accrued payroll and related expenses 707,317 145,837 Other 361,816 385,105 $ 1,408,965 $ 1,154,072 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable [Abstract] | |
Schedule of the Convertible Notes Payable Outstanding | The following is a summary of convertible notes outstanding as of December 31, 2023 and 2022: December 31, December 31, 2023 2022 9.75% convertible notes due March 31, 2025 245,000 9,125,205 less Unamortized debt discount expense (3,256 ) (203,593 ) Unamortized debt issuance expense (17,320 ) (1,080,112 ) $ 224,424 $ 7,841,500 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity (Tables) [Line Items] | |
Schedule of Grant Date Fair Market Value of Options Granted | The Company determined the grant date fair market value of the options granted during the years ended December 31, 2023 and 2022 using the Black Scholes and Monte-Carlo Method as appropriate and the following assumptions: 2023 2022 Expected volatility 112–125 % 123–127 % Expected term 1.04–5 Years 5 Years Risk free rate 3.52–4.92 % 2.14–3.75 % Dividend rate 0.00 % 0.00 % |
Schedule of Activity Related to Stock Options | Activity related to stock options for the years ended December 31, 2023, and 2022 is summarized as follows: Weighted Weighted Average Average Aggregate Number of Exercise Contractual Intrinsic Shares Price Life (Yrs.) Value Outstanding, January 1, 2022 1,113,904 $ 51.84 6.7 $ 67,488,214 Granted 248,169 $ 12.88 10.0 $ - Exercised (49,712 ) $ 18.56 8.8 $ Forfeited/cancelled (20,764 ) $ 52.96 7.9 $ - Outstanding, December 31, 2022 1,291,597 $ 6.48 6.7 $ - Granted 877,250 $ 5.38 10.0 $ 3,576,759 Exercised (938 ) $ 6.32 0.0 $ - Forfeited/cancelled (371,166 ) $ 52.39 6.3 $ - Outstanding, December 31, 2023 1,796,743 $ 25.20 6.5 $ 3,630,733 Exercisable, December 31, 2023 1,073,349 $ 32.86 4.9 $ 1,502,214 |
Schedule of Stock Option Information | The following table summarizes stock option information as of December 31, 2023: Contractual Exercise Price Outstanding Life (Yrs.) Exercisable $2.64 – $5.00 354,375 9.0 148,867 $5.01 – $10.00 561,189 9.5 154,603 $10.01 – $15.00 43,703 2.9 43,703 $15.01 – $20.00 252,084 1.8 252,084 $20.01 – $121.28 585,392 5.1 474,092 1,796,743 6.5 1,073,349 |
Warrant [Member] | |
Stockholders' Equity (Tables) [Line Items] | |
Schedule of Company’s Warrant Activity | The following is a summary of the Company’s warrant activity for the years ended December 31, 2023 and 2022: Weighted Weighted Average Average Number of Exercise Remaining Shares Price Life Outstanding, January 1, 2022 175,482 $ 36.88 3.0 Years Granted 17,837 $ 29.60 5.0 Years Exercised/Cancelled (39,636 ) $ 33.20 - Outstanding, December 31, 2022 153,683 $ 36.96 2.0 Years Granted 454,461 $ 4.02 4.5 Years Exercised/Cancelled (9,877 ) $ 39.60 - Outstanding, December 31, 2023 598,267 $ 11.89 3.9 Years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Company’s Loss Before Income Taxes from Us and Foreign Sources | The Company’s loss before income taxes from US and Foreign sources for the years ended December 31, 2023 and 2022, are as follows: 2023 2022 United States (19,417,471 ) (25,424,002 ) Outside United States 12,356 1,208,777 Loss before income taxes (19,405,115 ) (24,215,225 ) |
Schedule of the U.S. Federal Statutory Tax Rate and the Company’s Effective Tax Rate | The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2023 and 2022: 2023 2022 US Federal statutory federal income tax 21.00 % 21.00 % State taxes 1.96 % -2.52 % Loss on debt extinguishment -8.09 % Other deferred adjustments -0.53 % 3.03 % R&D credit 1.75 % 0.00 % Change in valuation allowance -16.09 % -21.57 % Total income tax provision 0.00 % -0.06 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2023 and 2022 are summarized as follows: 2023 2022 Deferred tax assets Net operating loss 17,231,979 14,997,873 Stock options 7,529,725 7,450,914 Federal tax credits 676,539 336,475 Basis difference in intangible and fixed assets 1,273,449 963,784 Accrued payroll 136,961 11,203 Accounting reserves 33,599 - Capital loss 350,418 350,526 Valuation allowance (27,232,670 ) (24,110,775 ) Deferred tax assets, net - - |
Discontinued Operations and A_2
Discontinued Operations and Assets Held for Sale (Tables) | 12 Months Ended |
Dec. 31, 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: 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 years ended December 31, 2023 and 2022 on a consolidated basis are below: For the Year Ended Discontinued Operations 2023 2022 Discontinued Operations Total Revenues, net $ 29,354 $ 1,503,333 Operating Expenses: Cost of sales - 665,269 General and administrative 12,267 1,021,649 Impairment loss - 143,698 Depreciation and amortization 8,067 41,850 Total operating expenses 20,334 1,872,466 Income (Loss) from operations 9,020 (369,133 ) Other Income (Expense): Other income - 10,161 Interest expense, net - (364 ) Other income, net - 9,797 Income (Loss) before income taxes 9,020 (359,336 ) Income tax expense (7,496 ) (7,327 ) Income (Loss) from discontinued operations 1,524 (366,663 ) Gain (Loss) from sale of discontinued operations 216,069 (188,247 ) Total Income (Loss) from discontinued operations $ 217,593 $ (554,910 ) For the Year Ended 2023 2022 Cards Plus Total Revenues, net $ - $ 1,263,672 Operating Expenses: Cost of sales - 665,269 General and administrative - 412,243 Impairment loss - 143,698 Depreciation and amortization - 24,451 Total operating expenses - 1,245,661 Income from operations - 18,011 Other Income (Expense): Other income (expense), net - 8,919 Interest expense, net - (364 ) Other income, net - 8,555 Income before income taxes - 26,566 Income tax expense - (4,681 ) Income from discontinued operations - 21,885 Loss from sale of discontinued operations - (188,247 ) Total loss from discontinued operations $ - $ (166,362 ) For the Year Ended 2023 2022 MultiPay Total Revenues, net $ 29,354 $ 239,661 Operating Expenses: General and administrative 12,267 609,406 Depreciation and amortization 8,067 17,399 Total operating expenses 20,334 626,805 Income (Loss) from operations 9,020 (387,144 ) Other Income: Other income, net - 1,242 Other income - 1,242 Income (Loss) before income taxes 9,020 (385,902 ) Income tax expense (7,496 ) (2,646 ) Income (Loss) from discontinued operations 1,524 (388,548 ) Gain from sale of discontinued operations 216,069 - Total Income (Loss) from discontinued operations $ 217,593 $ (388,548 ) |
Schedule of Discontinued Operations Assets Held for Sale Criteria for Cards Plus and the MultiPay Operations | As a result of meeting the discontinued operations/assets held for sale criteria for Cards Plus and the MultiPay operations, the assets and liabilities have been reclassified as assets held for sale as of the respective balance sheet date as follows: December 31, December 31, Discontinued Operations Current Assets: Cash $ - $ 2,703 Accounts receivable, net - 105,194 Other current assets - 10,562 Current assets held for sale - 118,459 Noncurrent Assets: Property and equipment, net - 27,595 Noncurrent assets held for sale - 27,595 Total assets held for sale $ - $ 146,054 Current Liabilities: Accounts payable and accrued expenses $ - $ 13,759 Total liabilities held for sale $ - $ 13,759 |
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: Year Ended December 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ 1,524 $ (366,663 ) Adjustments to reconcile net loss with cash flows from operations: Depreciation and amortization expense 8,067 41,850 Impairment of intangible assets - 143,698 Changes in operating assets and liabilities: Accounts receivable 105,194 (50,598 ) Other current assets 10,562 170,536 Inventory - (78,806 ) Accounts payable and accrued expenses (13,759 ) (102,486 ) Deferred revenue - (36,664 ) Adjustments relating to discontinued operations 110,064 87,530 Net cash flows from discontinued operations $ 111,588 $ (279,133 ) |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 27, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | May 26, 2023 USD ($) shares | May 09, 2023 USD ($) | Aug. 29, 2022 USD ($) | Oct. 31, 2021 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Feb. 20, 2024 shares | Jun. 26, 2023 shares | |
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Sale consideration | $ 96,000 | ||||||||||
Foreign currency translation gain | $ 155,000 | ||||||||||
Recognized gain transaction | $ 216,000 | ||||||||||
Accumulated deficit | $ (159,530,535) | $ (140,130,159) | |||||||||
Earned revenue | 190,289 | 527,415 | |||||||||
Fund operations | (8,372,845) | (12,794,400) | |||||||||
Loss from operation | (19,617,969) | $ (23,675,310) | |||||||||
Non-cash | $ 11,200,000 | ||||||||||
Common stock shares (in Shares) | shares | 9,450,220 | 3,179,789 | |||||||||
Par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Share price per share (in Dollars per share) | $ / shares | $ 6 | ||||||||||
Aggregate gross proceeds | $ 9,400,000 | $ 7,300,000 | $ 900,000 | ||||||||
Net of offering costs | $ 8,600,000 | 6,400,000 | $ 500,000 | ||||||||
Gross principal amount | 8,900,000 | ||||||||||
Net of debt issuance costs | 7,900,000 | ||||||||||
Aggregate amount | $ 929,250 | ||||||||||
Deferred revenue contract liabilities | $ 132,000 | $ 81,000 | |||||||||
Remaining performance obligation | 4,030,000 | ||||||||||
Deferred revenue | 130,000 | ||||||||||
Other non-cancelable contracted amounts | $ 3,890,000 | ||||||||||
Balance based primarily | 4,030,000 | ||||||||||
Sale of received | $ 300,000 | ||||||||||
Received income | 150,000 | $ (170,532) | 234,962 | ||||||||
Other current assets | 476,004 | 729,342 | |||||||||
Federal deposit insurance corporation | 250,000 | ||||||||||
Excess insured amounts federal depository corporation | 9,900,000 | ||||||||||
Cash maintained | 700 | ||||||||||
Lease cost | $ 2,900 | 1,500 | |||||||||
Impairment expense | 1,101,867 | ||||||||||
Digital marketing expense | $ 97,000 | $ 220,000 | |||||||||
Accounts Receivable [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Other current assets | $ 150,000 | ||||||||||
Common Stock [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | shares | 1,989,676 | 7,874,962 | |||||||||
Outstanding Balance [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | shares | 253,617 | ||||||||||
International customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Risk percentage | 10% | ||||||||||
Customers Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Risk percentage | 58% | ||||||||||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Risk percentage | 78% | ||||||||||
Legacy Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Risk percentage | 70% | ||||||||||
Legacy Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Risk percentage | 86% | ||||||||||
Subsequent Event [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Shares (in Shares) | shares | 6,511 | ||||||||||
Convertible Notes Payable [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | shares | 2,348,347 | ||||||||||
Shares (in Shares) | shares | 1,706 | ||||||||||
Registered Public Offering [Member] | |||||||||||
Description of Business and Summary of Significant Accounting Policies (Details) [Line Items] | |||||||||||
Common stock shares (in Shares) | shares | 1,574,990 | ||||||||||
Par value (in Dollars per share) | $ / shares | $ 0.0001 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of Deferred Contract Cost Activity | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule of Deferred Contract Cost Activity [Abstract] | |
Carrying Value at December 31, 2022 | |
Additions | 157,300 |
Amortization | |
Carrying Value at December 31, 2023 | $ 157,300 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies (Details) - Schedule of Diluted Loss per Share - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Diluted Loss per Share [Line Items] | ||
Total dilutive securities | 2,403,283 | 1,770,466 |
Convertible Notes Payable [Member] | ||
Schedule of Diluted Loss per Share [Line Items] | ||
Total dilutive securities | 8,277 | 325,188 |
Warrant [Member] | ||
Schedule of Diluted Loss per Share [Line Items] | ||
Total dilutive securities | 598,267 | 153,683 |
Stock options [Member] | ||
Schedule of Diluted Loss per Share [Line Items] | ||
Total dilutive securities | 1,796,739 | 1,291,595 |
Other Current Assets and Othe_3
Other Current Assets and Other Assets (Details) - Schedule of Other Current Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] | ||
Prepaid Insurance | $ 184,492 | $ 244,215 |
Unamortized working capital facility fees - current | 199,156 | |
Prepaid Third Party Services | 291,512 | 135,405 |
Other | 150,566 | |
Total other current assets | $ 476,004 | $ 729,342 |
Other Current Assets and Othe_4
Other Current Assets and Other Assets (Details) - Schedule of Other Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of other assets [Abstract] | ||
Unamortized working capital facility fees - non current | $ 248,945 | |
Other | 1,438 | |
Total other assets | $ 250,383 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment, Net [Abstract] | ||
Depreciation expense | $ 0 | $ 25,021 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of Property and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 139,599 | |
Less: Accumulated Depreciation | (139,599) | |
Property and Equipment, Net | ||
Computer Equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Property and equipment, gross | 85,583 | |
Furniture and Equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Property and equipment, gross | $ 54,016 |
Intangible Assets, Net (Other_3
Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of Intangible Assets - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value, Beginning | $ 566,259 | $ 2,379,452 |
Additions | 16,600 | 6,311 |
Impairment of assets | (1,107,867) | |
Amortization | (255,858) | (711,637) |
Carrying Value, Ending | 327,001 | 566,259 |
Cost | 1,899,276 | 4,640,885 |
Accumulated amortization | $ (1,572,275) | (4,074,626) |
Acquired and Developed Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives | 5 years | |
Carrying Value, Beginning | $ 435,595 | 2,238,882 |
Additions | 16,600 | |
Impairment of assets | (1,107,867) | |
Amortization | (239,397) | (695,420) |
Carrying Value, Ending | 212,798 | 435,595 |
Cost | 1,734,662 | 4,476,271 |
Accumulated amortization | $ (1,521,864) | (4,040,676) |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Lives | 10 years | |
Carrying Value, Beginning | $ 130,664 | 140,570 |
Additions | 6,311 | |
Impairment of assets | ||
Amortization | (16,461) | (16,217) |
Carrying Value, Ending | 114,203 | 130,664 |
Cost | 164,614 | 164,614 |
Accumulated amortization | $ (50,411) | $ (33,950) |
Intangible Assets, Net (Other_4
Intangible Assets, Net (Other than Goodwill) (Details) - Schedule of Future Amortization of Intangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Future Expected Amortization of Intangible Assets [Abstract] | |||
2024 | $ 173,632 | ||
2025 | 69,331 | ||
2026 | 19,228 | ||
2027 | 16,461 | ||
2028 | 16,461 | ||
Thereafter | 31,888 | ||
Total | $ 327,001 | $ 566,259 | $ 2,379,452 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accrued Expenses [Abstract] | ||
Trade payables | $ 339,832 | $ 623,130 |
Accrued payroll and related expenses | 707,317 | 145,837 |
Other | 361,816 | 385,105 |
Total | $ 1,408,965 | $ 1,154,072 |
Working Capital Facility (Detai
Working Capital Facility (Details) - USD ($) | 12 Months Ended | ||||||
May 25, 2023 | Mar. 09, 2023 | Mar. 08, 2023 | Mar. 21, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | May 26, 2023 | |
Working Capital Faciltiy [Line Items] | |||||||
Issuance costs | $ 7,900,000 | ||||||
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 | 373,000 | ||||||
Original 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 ($) | 1 Months Ended | 12 Months Ended | ||||
May 26, 2023 | May 23, 2023 | Mar. 21, 2022 | Jun. 07, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable [Line Items] | ||||||
Aggregate cash origination fee | $ 200,000 | |||||
Issued of common stock origination fee (in Shares) | 3,562 | |||||
Percentage of convertible note interest rate | 9.75% | |||||
Shares of common stock (in Shares) | 59,981 | |||||
Net of debt issuance costs and discount | $ 3,256 | $ 203,593 | ||||
Conversion of convertible notes | $ 7,500,000 | |||||
Common stock warrants (in Shares) | 17,836 | |||||
Estimated grant date fair value | $ 449,000 | |||||
Common Stock [Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Shares of common stock (in Shares) | 2,348,347 | |||||
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) | $ 3.7 | $ 5.8 | ||||
Convertible notes maturity date | Mar. 31, 2025 | |||||
Outstanding principal amount percentage | 66.67% | |||||
Accrued interest | 388,000 | |||||
Interest expense | $ 358,000 | 696,000 | ||||
Convertible Notes[Member] | Common Stock [Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Shares of common stock (in Shares) | 103,533 | |||||
Convertible Notes[Member] | Officer [Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Conversion price per share (in Dollars per share) | $ 4.12 | |||||
Stern Trust [Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Outstanding amount | $ 662,000 | |||||
Interest per annum | 10% | |||||
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 [Member] | Convertible Notes[Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Net of debt issuance costs and discount | $ 7,900,000 | |||||
Holders [Member] | Convertible Notes[Member] | ||||||
Convertible Notes Payable [Line Items] | ||||||
Conversion price per share (in Dollars per share) | $ 3.78 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of the Convertible Notes Payable Outstanding - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible Debt [Abstract] | ||
9.75% convertible notes due March 31, 2025 | $ 245,000 | $ 9,125,205 |
Unamortized debt discount expense | (3,256) | (203,593) |
Unamortized debt issuance expense | (17,320) | (1,080,112) |
Convertible debt, total | $ 224,424 | $ 7,841,500 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of the Convertible Notes Payable Outstanding (Parentheticals) | Dec. 31, 2023 |
Convertible Debt [Abstract] | |
Percentage of convertible notes due | 9.75% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 21, 2023 | Nov. 20, 2023 | Aug. 15, 2023 | Jun. 28, 2023 | Jun. 06, 2023 | May 25, 2023 | May 23, 2023 | May 11, 2023 | Apr. 12, 2023 | Apr. 10, 2023 | Mar. 23, 2023 | Mar. 08, 2023 | May 11, 2022 | Apr. 25, 2022 | Apr. 01, 2022 | Mar. 21, 2022 | Mar. 31, 2024 | Jul. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 20, 2024 | Mar. 14, 2023 | Mar. 09, 2023 | Sep. 30, 2022 | Jun. 17, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Convertible notes payable | $ 1,200,000 | ||||||||||||||||||||||||
Issuance of common stock (in Shares) | 59,981 | ||||||||||||||||||||||||
Amendment amount | $ 3,600,000 | ||||||||||||||||||||||||
Shares of common stock (in Shares) | 9,450,220 | 3,179,789 | |||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 9.25 | $ 62.4 | |||||||||||||||||||||||
Vesting Period | 10 years | 10 years | 10 years | ||||||||||||||||||||||
Percentage of base salary | 100% | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 6.32 | $ 2.64 | $ 24.24 | ||||||||||||||||||||||
Annual salary increased amount | $ 275,000 | ||||||||||||||||||||||||
Common stock offering | $ 945 | $ 318 | |||||||||||||||||||||||
Unsecured line of credit facility | $ 10,000,000 | ||||||||||||||||||||||||
Bonus amount | $ 25,000 | ||||||||||||||||||||||||
Performance contributions aggregate amount | $ 240,625 | ||||||||||||||||||||||||
Medical coverage cost | $ 57,715 | ||||||||||||||||||||||||
Original Facility Agreement [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Unsecured amount | $ 10,000,000 | ||||||||||||||||||||||||
Conversion shares for commitment fee (in Shares) | 12,500 | ||||||||||||||||||||||||
A&R Facility Agreement [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Accrued interest | $ 929,250 | ||||||||||||||||||||||||
Initial credit facility | $ 900,000 | ||||||||||||||||||||||||
Accrued and unpaid | 29,250 | ||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Options vested and unvested (in Shares) | 6,511 | ||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Convertible notes payable | $ 100,000 | ||||||||||||||||||||||||
Accrued interest | $ 1,463 | ||||||||||||||||||||||||
Issuance of common stock (in Shares) | 12,500 | 2,596 | |||||||||||||||||||||||
Consideration received per transaction | $ 50,000 | ||||||||||||||||||||||||
Common stock offering | $ 200,000 | ||||||||||||||||||||||||
Stephen Garchik [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Convertible notes payable | 1,000,000 | ||||||||||||||||||||||||
Accrued interest | $ 14,625 | ||||||||||||||||||||||||
Stephen Garchik [Member] | Maximum [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Shares of common stock (in Shares) | 264,831 | ||||||||||||||||||||||||
Stephen 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 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Issuance of common stock (in Shares) | 8,333 | 12,500 | |||||||||||||||||||||||
Consideration received per transaction | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Option grant (in Shares) | 12,500 | 4,371 | |||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Issuance of common stock (in Shares) | 12,500 | ||||||||||||||||||||||||
Consideration received per transaction | $ 50,000 | ||||||||||||||||||||||||
Common stock offering | $ 200,000 | ||||||||||||||||||||||||
306,875 | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Option grant (in Shares) | 183,125 | 306,875 | |||||||||||||||||||||||
Vesting Period | 10 years | 10 years | |||||||||||||||||||||||
306,875 | Initial Annual Salary [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officer expense | $ 400,000 | ||||||||||||||||||||||||
306,875 | Bonus [Member] | Maximum [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officer expense | 375,000 | ||||||||||||||||||||||||
306,875 | Warrant [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 5.48 | $ 3.176 | |||||||||||||||||||||||
Mr Szoke [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 9.25 | ||||||||||||||||||||||||
Option grant (in Shares) | 5,000 | 50,000 | 12,500 | ||||||||||||||||||||||
Vesting Period | 10 years | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Ms. Pham [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Option grant (in Shares) | 43,750 | 7,500 | |||||||||||||||||||||||
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. Sellitto [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 8.87 | ||||||||||||||||||||||||
Option grant (in Shares) | 7,000 | 50,000 | |||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Messrs. Joseph Trelin, Michael Koehneman [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Option grant (in Shares) | 15,625 | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 5.48 | ||||||||||||||||||||||||
Ms. Jacqueline White [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Option grant (in Shares) | 3,125 | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 5.48 | ||||||||||||||||||||||||
Executive Officers [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Options vested and unvested (in Shares) | 15,278 | ||||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Annual base salary amount | $ 275,000 | ||||||||||||||||||||||||
Mr Trelin [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Option grant (in Shares) | 12,612 | ||||||||||||||||||||||||
Vesting Period | 10 years | ||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 25.04 | ||||||||||||||||||||||||
Common stock offering | $ 270,000 | ||||||||||||||||||||||||
Forecast [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officer expense | $ 5,000,000 | ||||||||||||||||||||||||
Forecast [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officer expense | 5,000,000 | ||||||||||||||||||||||||
Forecast [Member] | 306,875 | Bonus [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officer expense | 75,000 | ||||||||||||||||||||||||
Forecast [Member] | 306,875 | Achieving Increments [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Officer expense | 1,000,000 | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||||
Credit Facility [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Shares of common stock (in Shares) | 12,500 | ||||||||||||||||||||||||
Credit Facility [Member] | Maximum [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Shares of common stock exchanged (in Shares) | 245,634 | ||||||||||||||||||||||||
Credit Facility [Member] | Minimum [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Shares of common stock exchanged (in Shares) | 7,983 | ||||||||||||||||||||||||
Convertible Notes Payable [Member] | Board of Directors [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Shares of common stock (in Shares) | 24,628 | ||||||||||||||||||||||||
Michael Thompson [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Issuance of common stock (in Shares) | 16,667 | ||||||||||||||||||||||||
Consideration received per transaction | $ 100,000 | ||||||||||||||||||||||||
Stephen Garchik [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Issuance of common stock (in Shares) | 166,667 | ||||||||||||||||||||||||
Consideration received per transaction | $ 1,000,000 | ||||||||||||||||||||||||
Stephen Garchik [Member] | Issuance of Common Stock [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Percentage of common stock | 10% | ||||||||||||||||||||||||
Mr Thimot [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Deferred severance | $ 325,000 | ||||||||||||||||||||||||
Shares of common stock (in Shares) | 32,812 | ||||||||||||||||||||||||
TPG [Member] | |||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||
Consideration of the services | $ 98,000 | ||||||||||||||||||||||||
Paid total amount | $ 398,000 | ||||||||||||||||||||||||
Accounts payable | $ 84,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Dec. 21, 2023 $ / shares shares | Nov. 27, 2023 USD ($) shares | Nov. 20, 2023 shares | Jun. 26, 2023 shares | May 26, 2023 USD ($) $ / shares shares | May 23, 2023 USD ($) shares | Mar. 23, 2023 $ / shares | Mar. 21, 2022 USD ($) $ / shares shares | Mar. 18, 2022 USD ($) $ / shares shares | Dec. 21, 2023 $ / shares shares | Jun. 07, 2023 shares | Sep. 30, 2022 USD ($) shares | Apr. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Nov. 22, 2023 $ / shares shares | May 12, 2023 $ / shares shares | May 09, 2023 USD ($) | Mar. 21, 2023 $ / shares shares | Mar. 09, 2023 shares | Dec. 31, 2021 shares | |
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||||||||||||
Common stock, shares issued | 9,450,220 | 3,179,789 | |||||||||||||||||||
Common stock, shares outstanding | 9,450,220 | 3,179,789 | |||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | ||||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||
Common stock issued and outstanding | 62,816,330 | ||||||||||||||||||||
Shares of common stock | 1,989,676 | ||||||||||||||||||||
Common stock cash gross proceeds (in Dollars) | $ | $ 9,400,000 | $ 14,912,904 | $ 3,146,940 | ||||||||||||||||||
Net offering cost (in Dollars) | $ | $ 8,600,000 | $ 6,400,000 | $ 500,000 | ||||||||||||||||||
Shares of common stock in exchange for Convertible Notes | 2,348,347 | ||||||||||||||||||||
Net of debt issuance costs and discount (in Dollars) | $ | $ 3,256 | $ 203,593 | |||||||||||||||||||
Conversion of convertible notes (in Dollars) | $ | $ 7,500,000 | ||||||||||||||||||||
Stock options shares | 268 | ||||||||||||||||||||
Sale of stock | 59,981 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 9.25 | $ 62.4 | |||||||||||||||||||
Inducement Grant Plan [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock, shares issued | 185,000 | 185,000 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock, shares issued | 7,874,962 | 1,989,676 | |||||||||||||||||||
Common stock, shares outstanding | 7,874,962 | 9,450,220 | 3,179,789 | 2,926,655 | |||||||||||||||||
Shares of common stock | 1,574,990 | 3,564,666 | 132,940 | ||||||||||||||||||
Shares of common stock | 1,690 | ||||||||||||||||||||
Shares of common stock in exchange for Convertible Notes | 2,348,347 | ||||||||||||||||||||
Convertible Notes[Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock, shares issued | 111,516 | ||||||||||||||||||||
Principal amount (in Dollars) | $ | $ 8,900,000 | $ 8,900,000 | $ 9,200,000 | ||||||||||||||||||
Accrued interest (in Dollars) | $ | $ 388,000 | ||||||||||||||||||||
Convertible Notes[Member] | Common Stock [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Net of debt issuance costs and discount (in Dollars) | $ | 7,900,000 | ||||||||||||||||||||
Warrants [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock, warrant | 17,837 | ||||||||||||||||||||
Maturity term of warrant | 5 years | ||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 29.6 | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock cash gross proceeds (in Dollars) | $ | 7,300,000 | ||||||||||||||||||||
Net offering cost (in Dollars) | $ | 6,400,000 | ||||||||||||||||||||
Sale of stock | 2,348,347 | ||||||||||||||||||||
Common Stock [Member] | Convertible Notes[Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Sale of stock | 103,533 | ||||||||||||||||||||
Directors [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Sale of stock | 8,333 | 12,500 | |||||||||||||||||||
Granted options shares | 4,371 | 12,500 | |||||||||||||||||||
Two Zero Two Three Common Stock Transactions [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Conversion of convertible notes (in Dollars) | $ | 7,500,000 | ||||||||||||||||||||
2022 Common Stock Transactions [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Shares of common stock | 12,500 | 3,562 | 59,980 | ||||||||||||||||||
Principal balance (in Dollars) | $ | $ 10,000,000 | ||||||||||||||||||||
Sale of stock | 132,940 | 132,940 | |||||||||||||||||||
Fair market value (in Dollars per share) | $ / shares | $ 24.24 | ||||||||||||||||||||
Conversion right share | 44,152 | ||||||||||||||||||||
2022 Common Stock Transactions [Member] | Convertible Notes[Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Interest rate (in Dollars) | $ | $ 696,000 | ||||||||||||||||||||
2022 Common Stock Transactions [Member] | Outside Investor [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Stock price per share (in Dollars per share) | $ / shares | $ 24.24 | $ 24.24 | |||||||||||||||||||
2022 Common Stock Transactions [Member] | PIPE Investors [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock cash gross proceeds (in Dollars) | $ | $ 3,300,000 | $ 3,300,000 | |||||||||||||||||||
Stock price per share (in Dollars per share) | $ / shares | $ 29.6 | $ 29.6 | |||||||||||||||||||
2023 Stock Option Issuances [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Granted options shares | 84,625 | 84,625 | 100,000 | ||||||||||||||||||
Minimum Exercise price (in Dollars per share) | $ / shares | $ 6.13 | ||||||||||||||||||||
Maximum exercise price (in Dollars per share) | $ / shares | $ 9.85 | ||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 9.25 | ||||||||||||||||||||
Options vest | 45,190 | ||||||||||||||||||||
2023 Stock Option Issuances [Member] | Directors [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Granted options shares | 78,125 | ||||||||||||||||||||
Minimum Exercise price (in Dollars per share) | $ / shares | $ 2.64 | ||||||||||||||||||||
Maximum exercise price (in Dollars per share) | $ / shares | $ 5.48 | ||||||||||||||||||||
2023 Stock Option Issuances [Member] | Chief Technology Officer [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Granted options shares | 614,500 | ||||||||||||||||||||
Minimum Exercise price (in Dollars per share) | $ / shares | $ 2.64 | ||||||||||||||||||||
Maximum exercise price (in Dollars per share) | $ / shares | $ 9.25 | ||||||||||||||||||||
2022 Stock Option Issuances [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Granted options shares | 4,371 | 12,612 | 209,331 | ||||||||||||||||||
Minimum Exercise price (in Dollars per share) | $ / shares | $ 25.04 | ||||||||||||||||||||
Options vest | 21,875 | ||||||||||||||||||||
Stock based compensation common stock value (in Dollars) | $ | $ 90,000 | $ 270,000 | |||||||||||||||||||
Number of non-employee directors | 6 | ||||||||||||||||||||
Performance-based and market-based options | (21,875) | ||||||||||||||||||||
Unrecognized stock option based compensation expense (in Dollars) | $ | $ 2,700,000 | ||||||||||||||||||||
Stock option based compensation expense (in Dollars) | $ | $ 500,000 | $ 8,900,000 | |||||||||||||||||||
Mr. Garchik [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Principal balance (in Dollars) | $ | $ 900,000 | ||||||||||||||||||||
Shares of common stock | 245,634 | ||||||||||||||||||||
Madison Global Partners LLC [Member] | Warrants [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock, warrant | 156,712 | 110,249 | |||||||||||||||||||
Maturity term of warrant | 5 years | 5 years | |||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 3.664 | $ 6 | |||||||||||||||||||
Madison III, LLC [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 3.164 | ||||||||||||||||||||
Madison III, LLC [Member] | Warrants [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Common stock, warrant | 187,500 | ||||||||||||||||||||
Maturity term of warrant | 5 years | ||||||||||||||||||||
Annie Pham [Member] | 2023 Stock Option Issuances [Member] | |||||||||||||||||||||
Stockholders' Equity [Line Items] | |||||||||||||||||||||
Minimum Exercise price (in Dollars per share) | $ / shares | $ 6.32 | ||||||||||||||||||||
Maximum exercise price (in Dollars per share) | $ / shares | $ 19.28 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Company’s Warrant Activity - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company’s Warrant Activity [Line Items] | |||
Number of share, Granted | 454,461 | 17,837 | |
Weighted Average Exercise Price, Granted | $ 4.02 | $ 29.6 | |
Weighted Average Remaining Life, Granted | 4 years 6 months | 5 years | |
Number of share, Exercised/Cancelled | (9,877) | (39,636) | |
Weighted Average Exercise Price, Exercised/Cancelled | $ 39.6 | $ 33.2 | |
Weighted Average Remaining Life, Exercised/Cancelled | |||
Number of Shares, Ending Outstanding | 175,482 | 598,267 | 153,683 |
Weighted Average Exercise Price, Ending Outstanding | $ 36.88 | $ 11.89 | $ 36.96 |
Weighted Average Remaining Life, Ending Outstanding | 3 years | 3 years 10 months 24 days | 2 years |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of Grant Date Fair Market Value of Options Granted | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Grant Date Fair Market Value of Options Granted [Line Items] | ||
Expected term | 5 years | |
Dividend rate | 0% | 0% |
Minimum [Member] | ||
Schedule of Grant Date Fair Market Value of Options Granted [Line Items] | ||
Expected volatility | 112% | 123% |
Expected term | 1 year 14 days | |
Risk free rate | 3.52% | 2.14% |
Maximum [Member] | ||
Schedule of Grant Date Fair Market Value of Options Granted [Line Items] | ||
Expected volatility | 125% | 127% |
Expected term | 5 years | |
Risk free rate | 4.92% | 3.75% |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of Activity Related to Stock Options - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Activity Related to Stock Options [Abstract] | |||
Number of Shares, Ending Outstanding | 1,113,904 | 1,796,743 | 1,291,597 |
Weighted Average Exercise Price, Ending Outstanding | $ 51.84 | $ 25.2 | $ 6.48 |
Weighted Average Contractual Life, Ending Outstanding | 6 years 8 months 12 days | 6 years 6 months | 6 years 8 months 12 days |
Aggregate Intrinsic Value, Ending Outstanding | $ 67,488,214 | $ 3,630,733 | |
Number of Shares, Exercisable | 1,073,349 | ||
Weighted Average Exercise Price, Exercisable | $ 32.86 | ||
Weighted Average Contractual Life, Exercisable | 4 years 10 months 24 days | ||
Aggregate Intrinsic Value, Exercisable | $ 1,502,214 | ||
Number of Shares, Granted | 877,250 | 248,169 | |
Weighted Average Exercise Price, Granted | $ 5.38 | $ 12.88 | |
Weighted Average Contractual Life, Granted | 10 years | 10 years | |
Aggregate Intrinsic Value, Granted | $ 3,576,759 | ||
Number of Shares, Exercised | (938) | (49,712) | |
Weighted Average Exercise Price, Exercised | $ 6.32 | $ 18.56 | |
Weighted Average Contractual Life, Exercised | 0 years | 8 years 9 months 18 days | |
Aggregate Intrinsic Value, Exercised | |||
Number of Shares, Forfeited/cancelled | (371,166) | (20,764) | |
Weighted Average Exercise Price, Forfeited/cancelled | $ 52.39 | $ 52.96 | |
Weighted Average Contractual Life, Forfeited/cancelled | 6 years 3 months 18 days | 7 years 10 months 24 days | |
Aggregate Intrinsic Value, Forfeited/cancelled |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of Stock Option Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Schedule of Stock Option Information [Line Items] | |
Outstanding | 1,796,743 |
Contractual Life | 6 years 6 months |
Exercisable | 1,073,349 |
$2.64 – $5.00 [Member] | |
Schedule of Stock Option Information [Line Items] | |
Outstanding | 354,375 |
Contractual Life | 9 years |
Exercisable | 148,867 |
$5.01 – $10.00 [Member] | |
Schedule of Stock Option Information [Line Items] | |
Outstanding | 561,189 |
Contractual Life | 9 years 6 months |
Exercisable | 154,603 |
$10.01 – $15.00 [Member] | |
Schedule of Stock Option Information [Line Items] | |
Outstanding | 43,703 |
Contractual Life | 2 years 10 months 24 days |
Exercisable | 43,703 |
$15.01 – $20.00 [Member] | |
Schedule of Stock Option Information [Line Items] | |
Outstanding | 252,084 |
Contractual Life | 1 year 9 months 18 days |
Exercisable | 252,084 |
$20.01 – $121.28 [Member] | |
Schedule of Stock Option Information [Line Items] | |
Outstanding | 585,392 |
Contractual Life | 5 years 1 month 6 days |
Exercisable | 474,092 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Abstract] | ||
Federal net operating loss carry forward | $ 73.6 | |
State net operating loss carry forwards | 33.4 | |
Operating loss carry forwards | 14.4 | |
Indefinite life | 59.2 | |
Valuation allowance | $ 27 | $ 24.1 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Company’s Loss Before Income Taxes from Us and Foreign Sources - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company’s Loss Before Income Taxes from Us and Foreign Sources [Abstract] | ||
United States | $ (19,417,471) | $ (25,424,002) |
Outside United States | 12,356 | 1,208,777 |
Loss before income taxes | $ (19,405,115) | $ (24,215,225) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of the U.S. Federal Statutory Tax Rate and the Company’s Effective Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of the U.S.Federal Statutory Tax Rate and the Company’s Effective Tax Rate [Abstract] | ||
US Federal statutory federal income tax | 21% | 21% |
State taxes | 1.96% | (2.52%) |
Loss on debt extinguishment | (8.09%) | |
Other deferred adjustments | (0.53%) | 3.03% |
R&D credit | 1.75% | 0% |
Change in valuation allowance | (16.09%) | (21.57%) |
Total income tax provision | 0% | (0.06%) |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating loss | $ 17,231,979 | $ 14,997,873 |
Stock options | 7,529,725 | 7,450,914 |
Federal tax credits | 676,539 | 336,475 |
Basis difference in intangible and fixed assets | 1,273,449 | 963,784 |
Accrued payroll | 136,961 | 11,203 |
Accounting reserves | 33,599 | |
Capital loss | 350,418 | 350,526 |
Valuation allowance | (27,232,670) | (24,110,775) |
Deferred tax assets, net |
Discontinued Operations and A_3
Discontinued Operations and Assets Held for Sale (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 29, 2022 | Oct. 31, 2021 | Dec. 31, 2023 | Jun. 30, 2023 | |
Discontinued Operations and Assets Held for Sale [Line Items] | ||||
Other current assets | $ 150,000 | |||
Sale consideration | $ 96,000 | |||
One-year lease | $ 2,900 | $ 1,500 | ||
Monthly rent | 8,000 | |||
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 | |||
Cost of sale | 3,272 | |||
Recognized loss | $ 188,247 | |||
MultiPay business in Colombia [Member] | ||||
Discontinued Operations and Assets Held for Sale [Line Items] | ||||
Foreign currency translation gain | 155,000 | |||
Recognized a gain | $ 216,000 |
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] | 12 Months Ended |
Dec. 31, 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 ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations [Member] | ||
Schedule of Operations of Cards Plus and MultiPay [Line Items] | ||
Discontinued Operations Total Revenues, net | $ 29,354 | $ 1,503,333 |
Other Income (Expense): | ||
Cost of sales | 665,269 | |
General and administrative | 12,267 | 1,021,649 |
Impairment loss | 143,698 | |
Depreciation and amortization | 8,067 | 41,850 |
Total operating expenses | 20,334 | 1,872,466 |
Income (Loss) from operations | 9,020 | (369,133) |
Other income (expense), net | 10,161 | |
Interest expense, net | (364) | |
Other income, net | 9,797 | |
Income (Loss) before income taxes | 9,020 | (359,336) |
Income tax expense | (7,496) | (7,327) |
Income (Loss) from discontinued operations | 1,524 | (366,663) |
Gain (Loss) from sale of discontinued operations | 216,069 | (188,247) |
Total Income (Loss) from discontinued operations | 217,593 | (554,910) |
Cards Plus [Member] | ||
Schedule of Operations of Cards Plus and MultiPay [Line Items] | ||
Discontinued Operations Total Revenues, net | 1,263,672 | |
Other Income (Expense): | ||
Cost of sales | 665,269 | |
General and administrative | 412,243 | |
Impairment loss | 143,698 | |
Depreciation and amortization | 24,451 | |
Total operating expenses | 1,245,661 | |
Income (Loss) from operations | 18,011 | |
Other income (expense), net | 8,919 | |
Interest expense, net | (364) | |
Other income, net | 8,555 | |
Income (Loss) before income taxes | 26,566 | |
Income tax expense | (4,681) | |
Income (Loss) from discontinued operations | 21,885 | |
Gain (Loss) from sale of discontinued operations | (188,247) | |
Total Income (Loss) from discontinued operations | (166,362) | |
MultiPay [Member] | ||
Schedule of Operations of Cards Plus and MultiPay [Line Items] | ||
Discontinued Operations Total Revenues, net | 29,354 | 239,661 |
Other Income (Expense): | ||
General and administrative | 12,267 | 609,406 |
Depreciation and amortization | 8,067 | 17,399 |
Total operating expenses | 20,334 | 626,805 |
Income (Loss) from operations | 9,020 | (387,144) |
Other income (expense), net | 1,242 | |
Other income, net | 1,242 | |
Income (Loss) before income taxes | 9,020 | (385,902) |
Income tax expense | (7,496) | (2,646) |
Income (Loss) from discontinued operations | 1,524 | (388,548) |
Gain (Loss) from sale of discontinued operations | 216,069 | |
Total Income (Loss) from discontinued operations | $ 217,593 | $ (388,548) |
Discontinued Operations and A_6
Discontinued Operations and Assets Held for Sale (Details) - Schedule of Discontinued Operations Assets Held for Sale Criteria for Cards Plus and the MultiPay Operations - Discontinued Operations [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Discontinued Operations Current Assets: | ||
Cash | $ 2,703 | |
Accounts receivable, net | 105,194 | |
Other current assets | 10,562 | |
Current assets held for sale | 118,459 | |
Noncurrent Assets: | ||
Property and equipment, net | 27,595 | |
Noncurrent assets held for sale | 27,595 | |
Total assets held for sale | 146,054 | |
Current Liabilities: | ||
Accounts payable and accrued expenses | 13,759 | |
Total liabilities held for sale | $ 13,759 |
Discontinued Operations and A_7
Discontinued Operations and Assets Held for Sale (Details) - Schedule of Cash Flow Activity Related to Discontinued Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 1,524 | $ (366,663) |
Adjustments to reconcile net loss with cash flows from operations: | ||
Depreciation and amortization expense | 8,067 | 41,850 |
Impairment of intangible assets | 143,698 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 105,194 | (50,598) |
Other current assets | 10,562 | 170,536 |
Inventory | (78,806) | |
Accounts payable and accrued expenses | (13,759) | (102,486) |
Deferred revenue | (36,664) | |
Adjustments relating to discontinued operations | 110,064 | 87,530 |
Net cash flows from discontinued operations | $ 111,588 | $ (279,133) |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 01, 2025 | Jul. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies [Line Items] | |||||
Employees contribution, description | the Company adopted the new 401(k) plan where employer matches 100% of the employees contribution up to 3% of their salaries and 50% of the employee’s contribution (including both executives and other employees) between 3% and 5% of their salaries. | ||||
Monthly rental payments | $ 1,500 | $ 2,500 | $ 2,500 | ||
Lease agreement terms | 1 year | ||||
Rent expense included in general and administrative | $ 10,000 | 25,000 | |||
Rent expense included in loss from discontinued operations | $ 2,000 | $ 90,000 | |||
Mr.Thimot [Member] | Forecast [Member] | |||||
Commitments and Contingencies [Line Items] | |||||
Agreement amount | $ 325,000 |