Cover
Cover | 6 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | Auddia Inc. |
Entity Central Index Key | 0001554818 |
Entity Tax Identification Number | 45-4257218 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2100 Central Ave. |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Boulder |
Entity Address, State or Province | CO |
City Area Code | (303) |
Local Phone Number | 219-9771 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Postal Zip Code | 80301 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 3,605,144 | $ 1,661,434 |
Accounts receivable, net | 371 | 137 |
Prepaid insurance | 53,777 | 0 |
Total current assets | 3,659,292 | 1,661,571 |
Non-current assets: | ||
Property and equipment, net of accumulated depreciation | 28,277 | 41,080 |
Software development costs, net of accumulated amortization | 3,790,878 | 4,134,225 |
Deferred offering costs | 170,259 | 222,896 |
Prepaids and other non-current assets | 63,263 | 51,754 |
Total non-current assets | 4,052,676 | 4,449,955 |
Total assets | 7,711,968 | 6,111,526 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 511,202 | 324,138 |
Notes payable to related party, net of debt issuance costs | 2,838,898 | 1,775,956 |
Stock awards liability | 30,090 | 161,349 |
Total current liabilities | 3,380,190 | 2,261,443 |
Total liabilities | 3,380,190 | 2,261,443 |
Commitments and contingencies (Note 5) | ||
Shareholders' equity: | ||
Preferred stock - $0.001 par value, 10,000,000 authorized and 0 shares issued and outstanding | 0 | 0 |
Common stock - $0.001 par value, 100,000,000 authorized and 19,947,223 and 12,654,949 shares issued and outstanding June 30, 2023 and December 31, 2022 | 19,947 | 12,654 |
Additional paid-in capital | 80,525,840 | 75,573,263 |
Accumulated deficit | (76,214,008) | (71,735,834) |
Total shareholders' equity | 4,331,778 | 3,850,083 |
Total liabilities and shareholders' equity | $ 7,711,968 | $ 6,111,526 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,947,223 | 12,654,949 |
Common stock, shares outstanding | 19,947,223 | 12,654,949 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||
Operating expenses: | ||||||
Direct cost of services | 45,038 | 43,532 | 87,339 | 96,093 | ||
Sales and marketing | 223,760 | 740,019 | 448,879 | 1,097,086 | ||
Research and development | 180,363 | 151,251 | 390,489 | 300,015 | ||
General and administrative | 892,510 | 842,555 | 1,819,336 | 1,860,283 | ||
Depreciation and amortization | 442,618 | 271,005 | 885,653 | 447,132 | ||
Total operating expenses | 1,784,290 | 2,048,362 | 3,631,696 | 3,800,609 | ||
Loss from operations | (1,784,290) | (2,048,362) | (3,631,696) | (3,800,609) | ||
Other (expense) income: | ||||||
Interest expense | (538,572) | (2,023) | (846,478) | (3,035) | ||
Total other expense | (538,572) | (2,023) | (846,478) | (3,035) | ||
Loss before income taxes | (2,322,862) | (2,050,385) | (4,478,174) | (3,803,644) | ||
Provision for income taxes | 0 | 0 | 0 | 0 | ||
Net loss | (2,322,862) | $ (2,155,312) | (2,050,385) | $ (1,753,258) | (4,478,174) | (3,803,644) |
Weighted average common shares outstanding | ||||||
Balance, March 31, 2022 | 2,095,247 | 3,850,083 | 7,915,053 | 9,410,937 | 3,850,083 | 9,410,937 |
Exercise of restricted stock units | 42,797 | 0 | ||||
Share-based compensation | 224,856 | 357,680 | 285,921 | 385,908 | ||
Net loss | (2,322,862) | (2,155,312) | (2,050,385) | (1,753,258) | (4,478,174) | (3,803,644) |
Issuance of common shares, net of costs | 3,963,884 | |||||
Issuance of warrants | 383,004 | |||||
Reclassification of share-based compensation liability | (12,352) | (7,262) | (128,534) | |||
Balance, June 30, 2022 | 4,331,778 | 2,095,247 | 6,143,327 | 7,915,053 | 4,331,778 | 6,143,327 |
Common Stock [Member] | ||||||
Other (expense) income: | ||||||
Net loss | ||||||
Weighted average common shares outstanding | ||||||
Balance, March 31, 2022 | $ 12,850 | $ 12,654 | $ 12,514 | $ 12,416 | $ 12,654 | $ 12,416 |
Beginning balance, shares | 12,850,709 | 12,654,949 | 12,514,763 | 12,416,408 | 12,654,949 | 12,416,408 |
Exercise of restricted stock units | $ 196 | $ 98 | ||||
Exercise of Restricted Stock Units, shares | 195,760 | |||||
Share-based compensation | ||||||
Net loss | ||||||
Issuance of common shares, net of costs | $ 7,097 | |||||
Stock Issued During Period, Shares, New Issues | 7,096,514 | 98,355 | ||||
Issuance of warrants | ||||||
Reclassification of share-based compensation liability | ||||||
Balance, June 30, 2022 | $ 19,947 | $ 12,850 | $ 12,514 | $ 12,514 | $ 19,947 | $ 12,514 |
Beginning balance, shares | 19,947,223 | 12,850,709 | 12,514,763 | 12,514,763 | 19,947,223 | 12,514,763 |
Additional Paid-in Capital [Member] | ||||||
Other (expense) income: | ||||||
Net loss | ||||||
Weighted average common shares outstanding | ||||||
Balance, March 31, 2022 | 75,973,543 | 75,573,262 | 74,494,186 | 74,236,910 | $ 75,573,262 | $ 74,236,910 |
Exercise of restricted stock units | 42,601 | (98) | ||||
Share-based compensation | 224,856 | 357,680 | 285,921 | 385,908 | ||
Net loss | ||||||
Issuance of common shares, net of costs | 3,956,787 | |||||
Issuance of warrants | 383,004 | |||||
Reclassification of share-based compensation liability | (12,352) | (7,262) | (128,534) | |||
Balance, June 30, 2022 | 80,525,838 | 75,973,543 | 74,772,845 | 74,494,186 | 80,525,838 | 74,772,845 |
Retained Earnings [Member] | ||||||
Other (expense) income: | ||||||
Net loss | (2,322,862) | (2,155,312) | (2,050,385) | (1,753,258) | ||
Weighted average common shares outstanding | ||||||
Balance, March 31, 2022 | (73,891,146) | (71,735,834) | (66,591,647) | (64,838,389) | (71,735,834) | (64,838,389) |
Exercise of restricted stock units | 0 | |||||
Share-based compensation | ||||||
Net loss | (2,322,862) | (2,155,312) | (2,050,385) | (1,753,258) | ||
Issuance of common shares, net of costs | ||||||
Issuance of warrants | ||||||
Reclassification of share-based compensation liability | ||||||
Balance, June 30, 2022 | $ (76,214,008) | $ (73,891,146) | $ (68,642,033) | $ (66,591,647) | $ (76,214,008) | $ (68,642,033) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Earnings Per Share, Basic | $ (0.15) | $ (0.16) | $ (0.32) | $ (0.30) |
Earnings Per Share, Diluted | $ (0.15) | $ (0.16) | $ (0.32) | $ (0.30) |
Weighted Average Number of Shares Outstanding, Basic | 15,352,297 | 12,514,763 | 14,058,662 | 12,489,790 |
Weighted Average Number of Shares Outstanding, Diluted | 15,352,297 | 12,514,763 | 14,058,662 | 12,489,790 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (4,478,174) | $ (3,803,644) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Finance Charge associated with debt issuance cost | 695,947 | 0 |
Depreciation and amortization | 885,653 | 447,132 |
Share-based compensation expense | 582,536 | 671,829 |
Change in assets and liabilities: | ||
Accounts receivable | (234) | 36 |
Prepaid insurance | (53,777) | 0 |
Prepaids and other non-current assets | (11,509) | (4,312) |
Accounts payable and accrued liabilities | 164,829 | 56,113 |
Net cash used in operating activities | (2,214,729) | (2,632,846) |
Cash flows from investing activities: | ||
Software capitalization | (529,503) | (1,278,625) |
Purchase of property and equipment | 0 | (3,808) |
Net cash used in investing activities | (529,503) | (1,282,433) |
Cash flows from financing activities: | ||
Net settlement of share-based compensation liability | (78,580) | (88,723) |
Proceeds from related party debt, net of original issue discount | 750,000 | 0 |
Proceeds from issuance of common shares, net of issuance costs | 4,016,521 | 0 |
Net cash provided by (used in) financing activities | 4,687,941 | (88,723) |
Net increase (decrease) in cash | 1,943,710 | (4,004,002) |
Cash, beginning of period | 1,661,434 | 6,345,291 |
Cash, end of period | 3,605,144 | 2,341,289 |
Supplemental disclosures of cash flow information: | ||
Cash paid for Interest | 4,460 | 3,035 |
Supplemental disclosures of non-cash activity: | ||
Reclassification of deferred offering cost | 52,637 | 0 |
Original issue discount and issuance of warrants on related party debt | $ 458,004 | $ 0 |
Description of Business, Basis
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies | Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business Auddia Inc., formerly Clip Interactive, LLC, (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. Clip Interactive, LLC was initially formed as a Colorado limited liability company on January 14, 2012, and on November 25, 2019, changed its trade name to Auddia. On February 16, 2021, the Company completed an initial public offering (the “IPO”) of 3,991,818 one share of common stock and one Series A warrant 598,772 319,346 15.1 million 6,814,570 Concurrently with the IPO the Company converted from a Colorado limited liability company to a Delaware corporation. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Unaudited interim financial information The condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this prospectus, as is permitted by such rules and regulations. The condensed balance sheet as of December 31, 2022 has been derived from the financial statements included in the Company’s annual report on Form 10-K. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. The Company recorded all adjustments necessary for a fair statement of the results for the interim period and all such adjustments are of a normal recurring nature. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company's common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Risks and Uncertainties The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period to comply with certain new or revised accounting standards that have different effective dates for public and private companies. Going Concern The Company had cash of $ 3,605,144 As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management has plans to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, such as the White Lion equity line of credit (refer to Note 8) and additional future financing agreements. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s current level of cash are not sufficient to execute our business plan. For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand by November 2023. Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. At June 30, 2023, the Company had approximately $ 3.4 million 1.4 million Software Development Costs The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. We determined that no such impairments were required during the three months and six month period ended June 30, 2023. Software development costs of $ 258,929 617,411 529,503 1,278,625 436,425 262,703 872,850 430,739 Revenue Recognition Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. We will recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer. We will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our condensed statements of operations. Collected taxes will be recorded within Other current liabilities until remitted to the relevant taxing authority. Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period are satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions. Customers may pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue will be recognized as revenue in our statement of operations as the services are provided. Share-Based Compensation The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant in accordance with ASC 718. Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods. Certain share-based compensation awards include a net-share settlement feature that provides the grantee an option to withhold shares to satisfy tax withholding requirements and are classified as a share-based compensation liability. Cash paid to satisfy tax withholdings is classified as financing activities in the condensed statements of cash flows. Recently Adopted ASUs ASU 2016-13-Financial Instruments-Credit Losses- |
Property & Equipment and Softwa
Property & Equipment and Software Development Costs | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment and Software Development Costs | Note 2 – Property & Equipment and Software Development Costs Property and equipment and software development costs consisted of the following as of: Schedule of property, equipment and software development costs June 30, December 31, Computers and equipment $ 99,939 $ 99,939 Furniture 7,262 7,262 Accumulated depreciation (78,924 ) (66,121 ) Total property and equipment, net $ 28,277 $ 41,080 Software development costs $ 7,155,552 $ 6,626,049 Accumulated amortization (3,364,674 ) (2,491,824 ) Total software development costs, net $ 3,790,878 $ 4,134,225 The Company recognized depreciation expense of $ 6,193 8,302 436,425 262,703 12,803 16,393 872,850 430,739 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 3 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: Schedule of accounts payable and accrued liabilities June 30, 2023 December 31, 2022 Accounts payable and accrued liabilities $ 316,511 $ 289,955 Credit cards payable 21,520 6,072 Accrued interest 173,170 28,111 Accounts payable and accrued liabilities $ 511,202 $ 324,138 |
Notes Payable to Related Party,
Notes Payable to Related Party, net of debt issuance costs | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Notes Payable to Related Party, net of debt issuance costs | Note 4 – Notes Payable to Related Party, net of debt issuance costs In November 2022, the Company entered into a Secured Bridge Note (the “Prior Note”) financing with an existing shareholder of the Company. The principal amount of the Prior Note was $ 2,200,000 200,000 300,000 361,878 300,000 94,083 In connection with an additional financing with the same related party during April of 2023, the Company cancelled the original 300,000 600,000 35,981 300,000 300,000 During May of 2023, the Company extended the maturity date of the Prior Notes by six months to November 2023 at an increased annual interest rate of 20%. In connection with this extension, the 300,000 As of June 30, 2023, and December 31, 2022, the balance of the Prior Note, net of debt issuance costs, was $2,121,341 and $1,775,956, respectively. Interest expense related to the Prior Note for the three and six months ended June 30, 2023, was $261,861 and $567,802. As noted above, the Company entered into an additional Secured Bridge Note (“New Note”) financing with the same accredited investor and significant existing shareholder during April of 2023. In addition, the Company also amended the terms of the Prior Note. The principal amount of the New Note is $ 825,000 75,000 325,000 325,000 252,940 As of June 30, 2023, the balance of the New Note issued in April 2023, net of debt issuance costs, was $ 717,557 273,204 On July 31, 2023, the Company extended the maturity date of the New Note to November 30, 2023. In connection with such extension, 325,000 outstanding unvested warrants became vested and exercisable. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Operating Lease In April 2021, the Company entered into a lease agreement for office space in Boulder, Colorado comprising 8,639 square feet. The lease commenced on May 15, 2021, and terminated after 12 months. The Company subsequently extended the lease through November 2022. In November 2022, the Company amended the lease, reducing the square footage rented to 2,160 with a base rent of $4,018 per month. The amended lease terminates after 13 months. Rent expense, as part of general and administrative expenses as included in the Condensed Statement of Operations, was $ 25,385 21,733 37,438 43,182 Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. There are no active litigations as of the date the financial statements were issued. However, a pre-IPO investor has contacted the Company claiming damages caused by alleged acts and omissions arising from a private financing by the Company. No complaint has been filed by the investor. The alleged damages asserted by the investor are less than approximately $300,000. The outcome of the complaint was neither probable or estimable as of the date the financial statements were issued. NASDAQ deficiency On May 23, 2023, we received a letter (the “Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based upon the Company’s reported stockholder’s equity of $ 2,095,247 On July 10, 2023, the Company received a letter from Nasdaq advising that the Company had been granted an extension to file a Form 10-Q for the quarter-ended June 30, 2023 evidencing compliance with Stockholder’s Equity requirement. If we do not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. As disclosed elsewhere in the prospectus, the Company’s stockholder’s equity as of June 30, 2023 is $ 4,331,778 Separately, on April 24, 2023 we received a letter from Nasdaq indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market (the “Bid Price Requirement”). The letter indicated that the Company will be provided 180 calendar days (or until October 23, 2023) in which to regain compliance. If at any time during this 180 calendar day period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance and the matter will be closed. Alternatively, if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market (except for the Bid Price Requirement) and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration of the initial 180 calendar day period, and if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a Hearings Panel. The Company intends to consider all options to regain compliance with all Nasdaq continued listing requirements. The Company’s receipt of these Nasdaq letters does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. |
Share-based Issuances
Share-based Issuances | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Share-based Issuances | Note 6 - Share-based Issuances Stock Options The following table presents the activity for stock options outstanding: Schedule of stock option activity Options Weighted Average Exercise Price Outstanding - December 31, 2022 1,663,173 $ 2.45 Granted 200,200 $ 0.94 Forfeited/canceled (198,954 ) $ 1.50 Exercised – $ – Outstanding - June 30, 2023 1,664,419 $ 2.38 The following table presents the composition of options outstanding and exercisable: Options outstanding and exercisable Options Outstanding Options Exercisable Exercise Prices Number Price Life* Number Price* $2.70 22,264 $ 2.70 1.00 22,264 $ 2.70 $2.90 53,128 $ 2.90 4.36 53,128 $ 2.90 $4.26 171,197 $ 4.26 5.98 169,793 $ 4.26 $2.79 772,194 $ 2.79 7.48 553,122 $ 2.79 $1.79 206,250 $ 1.79 8.24 68,437 $ 1.79 $1.21 389,386 $ 1.21 9.2 258,793 $ 1.21 $0.39 50,000 $ 0.39 10 – $ 0.39 Total - June 30, 2023 1,664,419 $ 2.38 7.71 1,125,537 $ 2.59 ________________________ * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. During the six months ended June 30, 2023, the Company granted 200,200 Restricted Stock Units The following table presents the activity for restricted stock units outstanding: Schedule of restricted stock outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2022 563,859 $ 2.14 Granted 37,500 $ 1.24 Forfeited/canceled (118,346 ) $ 1.83 Vested/issued (195,759 ) $ 1.83 Outstanding -June 30, 2023 287,254 $ 2.37 During the six months ended June 30, 2023, the Company granted 37,500 In 2023, certain restricted stock unit holders elected a net-share settlement for vested shares to satisfy income tax requirements. The Company applied modification accounting in accordance with ASC 718 and recorded the expected value of these share-based awards as a liability. The Company recognized a share-based compensation liability as of June 30, 2023, of $ 30,090 The Company recognized share-based compensation expense related to stock options and restricted stock units of $ 582,536 671,829 1,664,419 Warrants The following table presents the activity for warrants outstanding: Schedule of warrant activity Warrants Weighted Average Exercise Price Outstanding - December 31, 2022 4,472,099 $ 4.62 Granted 950,000 0.61 Forfeited/canceled – – Exercised – – Outstanding - June 30, 2023 5,422,099 $ 3.84 5,097,099 2.94 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Net loss per share attributable to common stockholders | |
Net Loss Per Share | Note 7 – Net Loss Per Share Basic net loss per share is computed by dividing net loss, which is allocated based upon the proportionate amount of weighted average shares outstanding, to each class of shareholder’s stock outstanding during the period. For the calculation of diluted net loss per share, net loss per share attributable to common shareholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. As of June 30, 2023, and 2022, 8,505,540 6,325,245 |
Equity Financings
Equity Financings | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity Financings | Note 8 – Equity Financings Equity Line Sales of Common Stock On November 14, 2022, the Company entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”) for an equity line facility. In April and June 2023, the Company closed on three sales of Common Stock under the White Lion Purchase Agreement. As a result, the Company issued an aggregate of 2,361,514 1.3 million Any proceeds that the Company receives under the White Lion Purchase Agreement are expected to be used for working capital and general corporate purposes. The aggregate number of shares of common stock that the Company can sell to White Lion under the White Lion Purchase Agreement (including the Commitment Shares) may in no case exceed 2,501,700 The Company recognized all offering costs related to the equity line of credit as deferred offering costs in accordance with the guidance in ASC 835-30-S45. Sale of Common Shares (S-3 offering) In June 2023, the Company sold 4,735,000 2.7 million |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9 – Subsequent Events The Company extended the maturity date of the April 2023 note (described in note 4 to the financial statements) to November 30, 2023. As a result of the extension, the annual interest rate increased to 20% effective August 1 st Nasdaq Non-Compliance On August 23, 2023, the Company received a notice from Nasdaq notifying the Company that because the Company remains delinquent in filing its Form 10-Q, the Company no longer complies with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The notice received from Nasdaq has no immediate effect on the listing or trading of the Company’s securities on Nasdaq. However, if the Company would fail to timely regain compliance with Rule 5250(c)(1), the Company’s securities would be subject to delisting from Nasdaq. Under the Nasdaq rules, the Company has until October 22, 2023 (60 days after Nasdaq’s notice) to submit a plan to regain compliance with the Rule 5250(c)(1). The Company expects that with the filing of this Form 10-Q , we have regained compliance with Rule 5250(c)(1). |
Description of Business, Basi_2
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Auddia Inc., formerly Clip Interactive, LLC, (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. Clip Interactive, LLC was initially formed as a Colorado limited liability company on January 14, 2012, and on November 25, 2019, changed its trade name to Auddia. On February 16, 2021, the Company completed an initial public offering (the “IPO”) of 3,991,818 one share of common stock and one Series A warrant 598,772 319,346 15.1 million 6,814,570 Concurrently with the IPO the Company converted from a Colorado limited liability company to a Delaware corporation. |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). |
Unaudited interim financial information | Unaudited interim financial information The condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this prospectus, as is permitted by such rules and regulations. The condensed balance sheet as of December 31, 2022 has been derived from the financial statements included in the Company’s annual report on Form 10-K. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. The Company recorded all adjustments necessary for a fair statement of the results for the interim period and all such adjustments are of a normal recurring nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company's common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period to comply with certain new or revised accounting standards that have different effective dates for public and private companies. |
Going Concern | Going Concern The Company had cash of $ 3,605,144 As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management has plans to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, such as the White Lion equity line of credit (refer to Note 8) and additional future financing agreements. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s current level of cash are not sufficient to execute our business plan. For the foreseeable future, we will incur significant operating expenses, capital expenditures and working capital funding that will deplete our cash on hand by November 2023. |
Cash | Cash The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. At June 30, 2023, the Company had approximately $ 3.4 million 1.4 million |
Software Development Costs | Software Development Costs The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. We determined that no such impairments were required during the three months and six month period ended June 30, 2023. Software development costs of $ 258,929 617,411 529,503 1,278,625 436,425 262,703 872,850 430,739 |
Revenue Recognition | Revenue Recognition Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. We will recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer. We will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our condensed statements of operations. Collected taxes will be recorded within Other current liabilities until remitted to the relevant taxing authority. Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period are satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions. Customers may pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred revenue. The deferred revenue will be recognized as revenue in our statement of operations as the services are provided. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant in accordance with ASC 718. Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods. Certain share-based compensation awards include a net-share settlement feature that provides the grantee an option to withhold shares to satisfy tax withholding requirements and are classified as a share-based compensation liability. Cash paid to satisfy tax withholdings is classified as financing activities in the condensed statements of cash flows. |
Recently Adopted ASUs | Recently Adopted ASUs ASU 2016-13-Financial Instruments-Credit Losses- |
Property & Equipment and Soft_2
Property & Equipment and Software Development Costs (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, equipment and software development costs | Schedule of property, equipment and software development costs June 30, December 31, Computers and equipment $ 99,939 $ 99,939 Furniture 7,262 7,262 Accumulated depreciation (78,924 ) (66,121 ) Total property and equipment, net $ 28,277 $ 41,080 Software development costs $ 7,155,552 $ 6,626,049 Accumulated amortization (3,364,674 ) (2,491,824 ) Total software development costs, net $ 3,790,878 $ 4,134,225 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Schedule of accounts payable and accrued liabilities June 30, 2023 December 31, 2022 Accounts payable and accrued liabilities $ 316,511 $ 289,955 Credit cards payable 21,520 6,072 Accrued interest 173,170 28,111 Accounts payable and accrued liabilities $ 511,202 $ 324,138 |
Share-based Issuances (Tables)
Share-based Issuances (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Options Weighted Average Exercise Price Outstanding - December 31, 2022 1,663,173 $ 2.45 Granted 200,200 $ 0.94 Forfeited/canceled (198,954 ) $ 1.50 Exercised – $ – Outstanding - June 30, 2023 1,664,419 $ 2.38 |
Options outstanding and exercisable | Options outstanding and exercisable Options Outstanding Options Exercisable Exercise Prices Number Price Life* Number Price* $2.70 22,264 $ 2.70 1.00 22,264 $ 2.70 $2.90 53,128 $ 2.90 4.36 53,128 $ 2.90 $4.26 171,197 $ 4.26 5.98 169,793 $ 4.26 $2.79 772,194 $ 2.79 7.48 553,122 $ 2.79 $1.79 206,250 $ 1.79 8.24 68,437 $ 1.79 $1.21 389,386 $ 1.21 9.2 258,793 $ 1.21 $0.39 50,000 $ 0.39 10 – $ 0.39 Total - June 30, 2023 1,664,419 $ 2.38 7.71 1,125,537 $ 2.59 ________________________ * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. |
Schedule of restricted stock outstanding | Schedule of restricted stock outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2022 563,859 $ 2.14 Granted 37,500 $ 1.24 Forfeited/canceled (118,346 ) $ 1.83 Vested/issued (195,759 ) $ 1.83 Outstanding -June 30, 2023 287,254 $ 2.37 |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted Average Exercise Price Outstanding - December 31, 2022 4,472,099 $ 4.62 Granted 950,000 0.61 Forfeited/canceled – – Exercised – – Outstanding - June 30, 2023 5,422,099 $ 3.84 |
Description of Business, Basi_3
Description of Business, Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 16, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Initial public offering, shares | $ 3,963,884 | |||||
Cash | 3,605,144 | $ 3,605,144 | $ 1,661,434 | |||
Cash Equivalents, at Carrying Value | 0 | 0 | 0 | |||
Cash, Uninsured Amount | 3,400,000 | 3,400,000 | $ 1,400,000 | |||
Software development costs incurred | 258,929 | $ 617,411 | 529,503 | $ 1,278,625 | ||
Amortization of software development costs | $ 436,425 | $ 262,703 | $ 872,850 | $ 430,739 | ||
IPO [Member] | Stock And Warrant Units [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Initial public offering, shares | $ 3,991,818 | |||||
Unit description | one share of common stock and one Series A warrant | |||||
Net proceeds | $ 15,100,000 | |||||
Conversion of stock shares converted | 6,814,570 | |||||
IPO [Member] | Series A Warrants [Member] | Underwriters [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants issued, shares | 598,772 | |||||
IPO [Member] | Representatives Warrants [Member] | Underwriters [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Warrants issued, shares | 319,346 |
Property & Equipment and Soft_3
Property & Equipment and Software Development Costs (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (78,924) | $ (66,121) |
Property and equipment, net | 28,277 | 41,080 |
Accumulated amortization | (3,364,674) | (2,491,824) |
Total software development costs, net | 3,790,878 | 4,134,225 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Computers and equipment, gross | 99,939 | 99,939 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, gross | 7,262 | 7,262 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Software, gross | $ 7,155,552 | $ 6,626,049 |
Property & Equipment and Soft_4
Property & Equipment and Software Development Costs (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 6,193 | $ 8,302 | $ 12,803 | $ 16,393 |
Amortization of software development costs | $ 436,425 | $ 262,703 | $ 872,850 | $ 430,739 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued liabilities | $ 316,511 | $ 289,955 |
Credit cards payable | 21,520 | 6,072 |
Accrued interest | 173,170 | 28,111 |
Accounts payable and accrued liabilities | $ 511,202 | $ 324,138 |
Notes Payable to Related Part_2
Notes Payable to Related Party, net of debt issuance costs (Details Narrative) - Prior Note [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2023 | Nov. 30, 2022 | May 31, 2023 | Apr. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 2,200,000 | |||||
Original issue discount | $ 200,000 | |||||
Warrants issued, shares | 300,000 | |||||
Warrants issued, value | $ 361,878 | |||||
New Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt face amount | $ 825,000 | $ 825,000 | ||||
Original issue discount | $ 75,000 | $ 75,000 | ||||
Warrants issued, shares | 325,000 | |||||
Debt face amount | $ 717,557 | $ 717,557 | ||||
Interest Expense, Debt | $ 273,204 | $ 273,204 | ||||
Additonal Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants issued, shares | 325,000 | |||||
Warrants issued, value | $ 252,940 | |||||
Additional Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants issued, shares | 300,000 | |||||
Warrants issued, value | $ 94,083 | |||||
Original Issued Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants cancelled, shares | 300,000 | |||||
New Common Stock Warrants [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrants issued, shares | 600,000 | |||||
Warrants issued, value | $ 35,981 | |||||
Warrants vested | 300,000 | 300,000 | 300,000 | |||
Warrants unvested | 300,000 | 300,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Rent expense | $ 25,385 | $ 21,733 | $ 37,438 | $ 43,182 | ||||
Equity, Attributable to Parent | $ 4,331,778 | $ 6,143,327 | $ 4,331,778 | $ 6,143,327 | $ 2,095,247 | $ 3,850,083 | $ 7,915,053 | $ 9,410,937 |
Share-based Issuances (Details
Share-based Issuances (Details - Option Activity) - Equity Option [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, beginning | shares | 1,663,173 |
Weighted average exercise price, beginning | $ / shares | $ 2.45 |
Options granted | shares | 200,200 |
Weighted average exercise price, granted | $ / shares | $ 0.94 |
Options forfeited/canceled | shares | (198,954) |
Weighted average exercise price, forfeited/canceled | $ / shares | $ 1.50 |
Options exercised | shares | 0 |
Weighted average exercise price, exercised | $ / shares | $ 0 |
Outstanding, ending | shares | 1,664,419 |
Weighted average exercise price, ending | $ / shares | $ 2.38 |
Share-based Issuances (Detail_2
Share-based Issuances (Details - Options by Exercise Price) - Equity Option [Member] - $ / shares | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 1,664,419 | 1,663,173 | |
Weighted average exercise price - options outstanding | $ 2.38 | $ 2.45 | |
Weighted average contractural term | [1] | 7 years 8 months 15 days | |
Options exercisable | 1,125,537 | ||
Weighted average exercise price - options exercisable | [1] | $ 2.59 | |
$2.70 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 22,264 | ||
Weighted average exercise price - options outstanding | $ 2.70 | ||
Weighted average contractural term | [1] | 1 year | |
Options exercisable | 22,264 | ||
Weighted average exercise price - options exercisable | [1] | $ 2.70 | |
$2.90 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 53,128 | ||
Weighted average exercise price - options outstanding | $ 2.90 | ||
Weighted average contractural term | [1] | 4 years 4 months 9 days | |
Options exercisable | 53,128 | ||
Weighted average exercise price - options exercisable | [1] | $ 2.90 | |
$4.26 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 171,197 | ||
Weighted average exercise price - options outstanding | $ 4.26 | ||
Weighted average contractural term | [1] | 5 years 11 months 23 days | |
Options exercisable | 169,793 | ||
Weighted average exercise price - options exercisable | [1] | $ 4.26 | |
$2.79 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 772,194 | ||
Weighted average exercise price - options outstanding | $ 2.79 | ||
Weighted average contractural term | [1] | 7 years 5 months 23 days | |
Options exercisable | 553,122 | ||
Weighted average exercise price - options exercisable | [1] | $ 2.79 | |
$1.79 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 206,250 | ||
Weighted average exercise price - options outstanding | $ 1.79 | ||
Weighted average contractural term | [1] | 8 years 2 months 26 days | |
Options exercisable | 68,437 | ||
Weighted average exercise price - options exercisable | [1] | $ 1.79 | |
$1.21 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 389,386 | ||
Weighted average exercise price - options outstanding | $ 1.21 | ||
Weighted average contractural term | [1] | 9 years 2 months 12 days | |
Options exercisable | 258,793 | ||
Weighted average exercise price - options exercisable | [1] | $ 1.21 | |
Exercise Price 7 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options outstanding | 50,000 | ||
Weighted average exercise price - options outstanding | $ 0.39 | ||
Weighted average contractural term | [1] | 10 years | |
Options exercisable | 0 | ||
Weighted average exercise price - options exercisable | [1] | $ 0.39 | |
[1]Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. |
Share-based Issuances (Detail_3
Share-based Issuances (Details - Restricted Stock Units Activity) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding, beginning | shares | 563,859 |
Weighted average exercise price, beginning | $ / shares | $ 2.14 |
Restricted stock units granted | shares | 37,500 |
Weighted average exercise price, granted | $ / shares | $ 1.24 |
Restricted stock units forfeited/canceled | shares | (118,346) |
Weighted average exercise price, forfeited/canceled | $ / shares | $ 1.83 |
Number of shares vested issued | shares | (195,759) |
Weighted average exercise price, vested issued | $ / shares | $ 1.83 |
Outstanding, ending | shares | 287,254 |
Weighted average exercise price, ending | $ / shares | $ 2.37 |
Share-based Issuances (Detail_4
Share-based Issuances (Details - Warrant Activity) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants outstanding, ending | 5,097,099 |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants outstanding, beginning | 4,472,099 |
Weighted average exercise price, beginning | $ / shares | $ 4.62 |
Warrants granted | 950,000 |
Weighted average exercise price, granted | $ / shares | $ 0.61 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 0 |
Weighted average exercise price, granted | $ / shares | $ 0 |
Share Based Compensation Arrangement by Share Based Payment Award Equity Instruments Other Than Options Exercised In Period | 0 |
Weighted average exercise price, granted | $ / shares | $ 0 |
Warrants outstanding, ending | 5,422,099 |
Weighted average exercise price, ending | $ / shares | $ 3.84 |
Share-based Issuances (Detail_5
Share-based Issuances (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value of vested shares over the service | $ 30,090 | ||
Share-based compensation | 582,536 | $ 671,829 | |
Share-based compensation expense | $ 1,664,419 | ||
Warrants outstanding | 5,097,099 | ||
Equity Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock units granted | 200,200 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted stock units granted | 37,500 | ||
Warrant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Warrants outstanding | 5,422,099 | 4,472,099 | |
Warrants remaining contractural life | 2 years 11 months 8 days |
Net Loss Per Share (Details Nar
Net Loss Per Share (Details Narrative) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Net loss per share attributable to common stockholders | ||
Antidilutive shares excluded from net loss per share calculation | 8,505,540 | 6,325,245 |
Equity Financings (Details Narr
Equity Financings (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Apr. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Proceeds from sale of stock | $ 4,016,521 | $ 0 | ||||
S 3 Offering [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued new, shares | 4,735,000 | |||||
Proceeds from sale of stock | $ 2,700,000 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Stock issued new, shares | 7,096,514 | 98,355 | ||||
White Lion Purchase Agreement [Member] | Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares issued, shares | 2,361,514 | 2,361,514 | ||||
Number of shares issued value | $ 1,300,000 | $ 1,300,000 | ||||
Number of shares issued | 2,501,700 | 2,501,700 | 2,501,700 |