Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38834 | |
Entity Registrant Name | Verb Technology Company, Inc. | |
Entity Central Index Key | 0001566610 | |
Entity Tax Identification Number | 90-1118043 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3401 North Thanksgiving Way | |
Entity Address, Address Line Two | Suite 240 | |
Entity Address, City or Town | Lehi | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84043 | |
City Area Code | (855) | |
Local Phone Number | 250-2300 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 101,440,840 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | VERB | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrants [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | VERBW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 3,718 | $ 937 |
Accounts receivable, net | 1,536 | 1,382 |
Prepaid expenses and other current assets | 714 | 875 |
Total current assets | 5,968 | 3,194 |
Capitalized software development costs | 6,207 | 4,348 |
Property and equipment, net | 646 | 702 |
Operating lease right-of-use assets | 1,548 | 2,177 |
Intangible assets, net | 3,669 | 3,953 |
Goodwill | 19,764 | 19,764 |
Other assets | 293 | 293 |
Total assets | 38,095 | 34,431 |
Current liabilities | ||
Accounts payable | 3,598 | 3,751 |
Accrued expenses | 3,416 | 3,500 |
Accrued officers’ salary | 1,192 | 1,209 |
Advances on future receipts, net | 2,135 | 4,181 |
Notes payable, current | 5,767 | 40 |
Deferred incentive compensation to officers, current | 521 | |
Operating lease liabilities, current | 337 | 592 |
Contract liabilities | 1,062 | 986 |
Derivative liability | 2,017 | 3,155 |
Total current liabilities | 19,524 | 17,935 |
Long-term liabilities | ||
Notes payable, non-current | 875 | 875 |
Operating lease liabilities, non-current | 1,874 | 2,299 |
Total liabilities | 22,273 | 21,109 |
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 15,000,000 shares authorized: Series A Convertible Preferred Stock, 6,000 shares authorized; 0 issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Common stock value | 8 | 7 |
Additional paid-in capital | 138,830 | 129,342 |
Accumulated deficit | (123,016) | (116,027) |
Total stockholders’ equity | 15,822 | 13,322 |
Total liabilities and stockholders’ equity | 38,095 | 34,431 |
Common Class A [Member] | ||
Stockholders’ equity | ||
Common stock value | ||
Common Class B [Member] | ||
Stockholders’ equity | ||
Common stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 82,417,176 | 72,942,948 |
Common stock, shares outstanding | 82,417,176 | 72,942,948 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 6,000 | 6,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, shares authorized | 100 | 100 |
Common stock, shares issued | 100 | 100 |
Common Class B [Member] | ||
Common stock, shares authorized | 2,642,159 | 2,642,159 |
Common stock, shares issued | 0 | 0 |
Common stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Digital revenue | ||
Total digital revenue | $ 2,150 | $ 1,801 |
Non-digital revenue | 541 | 725 |
Total revenue | 2,691 | 2,526 |
Cost of revenue | ||
Total cost of revenue | 973 | 1,215 |
Gross margin | 1,718 | 1,311 |
Operating expenses | ||
Research and development | 1,580 | 2,884 |
Depreciation and amortization | 409 | 414 |
General and administrative | 7,036 | 7,343 |
Total operating expenses | 9,025 | 10,641 |
Loss from operations | (7,307) | (9,330) |
Other income (expense) | ||
Interest expense | (756) | (508) |
Change in fair value of derivative liability | 1,138 | 500 |
Other income (expense), net | (64) | 54 |
Debt extinguishment, net | 939 | |
Total other income, net | 318 | 985 |
Net loss | $ (6,989) | $ (8,345) |
Loss per share – basic and diluted | $ (0.09) | $ (0.16) |
Weighted average number of common shares outstanding – basic and diluted | 76,458,088 | 52,045,428 |
Saa S Recurring Subscription Revenue [Member] | ||
Digital revenue | ||
Total digital revenue | $ 2,003 | $ 1,461 |
Other Digital [Member] | ||
Digital revenue | ||
Total digital revenue | 147 | 340 |
Digital [Member] | ||
Cost of revenue | ||
Total cost of revenue | 557 | 540 |
Non Digital [Member] | ||
Cost of revenue | ||
Total cost of revenue | $ 416 | $ 675 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 3,065 | $ 5 | $ 89,216 | $ (81,541) | $ 10,745 | ||
Beginning balance, shares at Dec. 31, 2020 | 2,006 | 100 | 2,642,159 | 47,795,009 | |||
Sale of common stock from public offering | $ 1 | 14,128 | 14,129 | ||||
Sale of common stock from public offering, shares | 9,375,000 | ||||||
Issuance of common stock from option exercise | 377 | 377 | |||||
Issuance of common stock from option exercise, shares | 332,730 | ||||||
Fair value of common shares issued for services | 1,414 | 1,414 | |||||
Fair value of common shares issued for services, shares | 809,511 | ||||||
Fair value of common shares issued to settle accrued expenses | 207 | 207 | |||||
Fair value of common shares issued to settle accrued expenses, shares | 121,842 | ||||||
Net loss | (8,345) | (8,345) | |||||
Issuance of common stock from warrant exercise | 1,103 | 1,103 | |||||
Issuance of common stock from warrant exercise, shares | 1,036,600 | ||||||
Conversion of Series A Preferred to common stock | |||||||
Conversion of Series A Preferred to common stock, shares | (300) | 272,728 | |||||
Fair value of vested restricted stock awards | 447 | 447 | |||||
Fair value of vested restricted stock awards, shares | 247,703 | ||||||
Fair value of vested stock options and warrants | 448 | 448 | |||||
Extinguishment of derivative liability upon exercise of warrants | 2,286 | 2,286 | |||||
Fair value of warrants issued to officer to modify note payable | 287 | 287 | |||||
Conversion of Class B Units to common shares | $ (3,065) | 3,065 | |||||
Conversion of Class B Units to common shares, shares | (2,642,159) | 2,642,159 | |||||
Ending balance, value at Mar. 31, 2021 | $ 6 | 112,978 | (89,886) | 23,098 | |||
Ending balance, shares at Mar. 31, 2021 | 1,706 | 100 | 62,633,282 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 7 | 129,342 | (116,027) | 13,322 | |||
Beginning balance, shares at Dec. 31, 2021 | 100 | 72,942,948 | |||||
Sale of common stock from public offering | $ 1 | 7,537 | 7,538 | ||||
Sale of common stock from public offering, shares | 7,477,583 | ||||||
Issuance of common stock for commitment fee related to equity line of credit agreement | |||||||
Issuance of common stock for commitment fee related to equity line of credit agreement, shares | 607,287 | ||||||
Issuance of common stock from option exercise | 377 | $ 377 | |||||
Issuance of common stock from option exercise, shares | 332,730 | 332,730 | |||||
Fair value of common shares issued for services | 436 | $ 436 | |||||
Fair value of common shares issued for services, shares | 311,938 | ||||||
Fair value of common shares issued to settle accrued expenses | 350 | 350 | |||||
Fair value of common shares issued to settle accrued expenses, shares | 287,644 | ||||||
Fair value of vested restricted stock awards, stock options and warrants | 788 | 788 | |||||
Fair value of vested restricted stock awards, stock options and warrants, shares | 457,046 | ||||||
Net loss | (6,989) | (6,989) | |||||
Ending balance, value at Mar. 31, 2022 | $ 8 | $ 138,830 | $ (123,016) | $ 15,822 | |||
Ending balance, shares at Mar. 31, 2022 | 100 | 82,417,176 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities: | ||
Net loss | $ (6,989) | $ (8,345) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-based compensation | 1,301 | 2,402 |
Amortization of debt discount | 536 | 475 |
Amortization of debt issuance costs | 113 | |
Change in fair value of derivative liability | (1,138) | (500) |
Debt extinguishment, net | (939) | |
Depreciation and amortization | 409 | 414 |
Loss on lease termination | 22 | |
Loss on disposal of property and equipment | 10 | |
Allowance for doubtful accounts | 189 | 124 |
Effect of changes in assets and liabilities: | ||
Accounts receivable | (343) | (259) |
Prepaid expenses and other current assets | 128 | (285) |
Operating lease right-of-use assets | 86 | 140 |
Accounts payable, accrued expenses, and accrued interest | 237 | 362 |
Contract liabilities | 76 | 26 |
Deferred incentive compensation | (377) | (377) |
Operating lease liabilities | (159) | (161) |
Net cash used in operating activities | (5,899) | (6,923) |
Investing Activities: | ||
Proceeds from sale of property and equipment | 3 | 5 |
Capitalized software development costs | (2,284) | |
Purchases of intangible assets | (82) | |
Net cash provided by (used in) investing activities | (2,363) | 5 |
Financing Activities: | ||
Proceeds from sale of common stock | 7,538 | 13,985 |
Proceeds from notes payable | 6,000 | |
Advances on future receipts | 4,290 | |
Proceeds from warrant exercise | 1,103 | |
Payment of advances on future receipts | (2,507) | (1,706) |
Proceeds from option exercise | 377 | 377 |
Payment for debt issuance costs | (365) | |
Net cash provided by financing activities | 11,043 | 18,049 |
Net change in cash | 2,781 | 11,131 |
Cash - beginning of period | 937 | 1,815 |
Cash - end of period | $ 3,718 | $ 12,946 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Our Business References in this document to the “Company,” “Verb,” “we,” “us,” or “our” are intended to mean Verb Technology Company, Inc., individually, or as the context requires, collectively with its subsidiaries on a consolidated basis. The Company is a SaaS applications platform developer. Our platform is comprised of a suite of interactive video-based sales enablement business software products marketed on a subscription basis. Our applications, available in both mobile and desktop versions, are offered as a fully integrated suite, as well as on a standalone basis, and include verbCRM, our Customer Relationship Management (“CRM”) application, verbLEARN, our Learning Management System application, verbLIVE, our Live Stream eCommerce application, verbPULSE, our business/augmented intelligence notification and sales coach application, and verbTEAMS, our self-onboarding video-based CRM and content management application for professional sports teams, small business and solopreneurs, with seamless synchronization with Salesforce, that also comes bundled with verbLIVE, and more recently, we introduced verbMAIL, our interactive video-based sales communication tool integrated into Microsoft Outlook. Of note is our forthcoming MARKET, a multi-vendor, multi-presenter, livestream social shopping platform at the forefront of the convergence of ecommerce and entertainment. The Company also provides certain non-digital services to some of its enterprise clients such as printing, fulfillment services, design and print welcome kits and starter kits. We use the term “client” and “customer” interchangeably. COVID-19 As of the date of this filing, there continues to be widespread concern regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. Although the impacts of the COVID-19 pandemic have not been material to date, a prolonged downturn in economic conditions could have a material adverse effect on our customers and demand for our services. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 31, 2022 (the “2021 Annual Report”). The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of Verb, Verb Direct, LLC, Verb Acquisition Co., LLC, and verbMarketplace, LLC. All intercompany accounts have been eliminated in the consolidation. Certain prior period amounts have been reclassified to conform to the current presentation. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the three months ended March 31, 2022, the Company incurred a net loss of $ 6,989 5,899 On January 12, 2022, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Tumim Stone Capital LLC (the “Investor”). Pursuant to the agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $ 50,000 of newly issued shares (the “Total Commitment”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) from time to time during the term of the agreement, subject to certain limitations and conditions. The Total Commitment is inclusive of 607,287 shares of Common Stock (the “Commitment Shares”), issued to the Investor as consideration for its commitment to purchase shares of Common Stock under the Common Stock Purchase Agreement. On January 12, 2022, the Company also entered into a securities purchase agreement with three institutional investors (collectively, the “Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $ 6,300 On April 20, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”), which provides for the sale and issuance by the Company of an aggregate of (i) 14,666,667 0.0001 0.75 14,666,667 0.75 11,000 1.10 0.75 500 1,650 6,300 4,650 On April 20, 2022, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Registered Direct Offering. See Note 14 – Subsequent Events. 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 at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Significant estimates include assumptions made in analysis of reserves for allowance of doubtful accounts, inventory, assumptions made in purchase price allocations, impairment testing of long-term assets, realization of deferred tax assets, determining fair value of derivative liabilities, and valuation of equity instruments issued for services. Amounts could materially change in the future. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) ASC 606, Revenue from Contracts with Customers A description of our principal revenue generating activities is as follows: 1. Digital Revenue which is divided into two main categories: a. SaaS recurring digital revenue based on contract-based subscriptions to verb app products and platform services which include verbCRM, verbLEARN, verbLIVE, verbTEAMS, and verbPULSE. The revenue is recognized straight-line over the subscription period. b. Non-SaaS, non-recurring digital revenue, which is revenue generated by the use of app products and in-app purchases, such as sampling and other services obtained through the app. The revenue for samples is recognized upon completion and shipment, while the design fees are recognized when the service has been rendered and the app is delivered to the customer. Subscription revenue from the application services is recognized over the life of the estimated subscription period. The Company also charges certain customers setup or installation fees for the creation and development of websites and phone application. These fees are accounted for as part of contract liabilities and amortized over the estimated life of the agreement. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the products or services to a customer 2. Non-digital revenue, which is revenue generated from non-app, non-digital sources through ancillary services provided as an accommodation to clients and customers. These services, which are now outsourced to a strategic partner as part of a cost reduction plan instituted in 2020, include design, printing services, fulfillment and shipping services. The revenue is recognized upon completion and shipment of products or fulfillment to the customer. The products sold by us are distinctly individual. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Other than promotional activities, which can vary from time to time but nevertheless are entirely within the Company’s control, contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. The control of products we sell transfers to our customers upon shipment from our facilities, and our performance obligations are satisfied at that time. Amounts related to shipping and handling that are billed to customers are reflected as part of revenue, and the related costs are reflected in cost of revenue in the accompanying Consolidated Statements of Operations. Historically, we have not experienced any significant payment delays from customers. The Company allows returns within 30 days of purchase from end-users. Customers may return purchased products under certain circumstances. Returns from customers in the past and during the three months ended March 31, 2022 and 2021 are immaterial. Revenues during the three months ended March 31, 2022 and 2021 were substantially all generated from the United States of America. Cost of Revenue Cost of revenue primarily consists of the salaries of certain employees and contractors, digital content costs, purchase price of consumer products, packaging supplies, and customer shipping and handling expenses. Shipping costs to receive products from our suppliers are included in our inventory and recognized as cost of revenue upon sale of products to our customers. Contract Liabilities Contract liabilities represent consideration received from customers under revenue contracts for which the Company has not yet delivered or completed its performance obligation to the customer. Contract liabilities are recognized over the contract period. Capitalized Software Development Costs The Company capitalizes internal and external costs directly associated with developing internal-use software, and hosting arrangements that include an internal-use software license, during the application development stage of its projects. The Company’s internal-use software is reported at cost less accumulated depreciation. Depreciation begins once the project has been completed and is ready for its intended use. The Company will depreciate the asset on a straight-line basis over a period of three years, which is the estimated useful life. Software maintenance activities or minor upgrades are expensed in the period performed. As of March 31, 2022 and December 31, 2021, the Company capitalized $ 6,207 4,348 Depreciation expense related to capitalized software development costs are recorded in Cost of revenue in the consolidated statements of operations. There was no depreciation expense related to capitalized software development costs for the three months ended March 31, 2022 and 2021 as the software has not been completed and utilized. Fair Value of Financial Instruments The Company follows the guidance of FASB ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. FASB ASC 820 establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjusted to fair value of derivatives. Share-Based Compensation The Company issues stock options and warrants, shares of common stock and restricted stock units as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation Net Loss Per Share Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential shares of common stock that were outstanding during the period. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options. No dilutive potential shares of common stock were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of March 31, 2022, and 2021, the Company had total outstanding options of 5,877,643 5,799,013 10,984,740 12,422,562 2,211,525 2,751,508 Concentration of Credit and Other Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $ 250 The Company extends limited credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. The Company believes that any concentration of credit risk in its accounts receivable is substantially mitigated by the Company’s evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company’s concentration of credit risk includes its concentrations from key customers and vendors. As of March 31, 2022, we have one vendor that accounted for 33 49 As of March 31, 2022, we had no customers that accounted for 10 During the three months ended March 31, 2022 and 2021, we had no customers that accounted for 10% of our revenues individually and in the aggregate. Supplemental Cash Flow Information SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Supplemental disclosures of cash flow information: Cash paid for interest $ - $ 34 Cash paid for income taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Fair value of derivative liability extinguished $ - $ 2,286 Fair value of common shares issued to settle accrued expenses 350 207 Reclassification of Class B upon conversion to common stock - 3,065 Discount recognized from advances on future receipts - 1,133 Accrued software development costs 1,675 - Discount recognized from notes payable 300 - Derecognition of operating lease right-of-use assets 543 - Derecognition of operating lease liabilities 521 - Debt issuance costs in accounts payable $ 80 $ - Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
CAPITALIZED SOFTWARE DEVELOPMEN
CAPITALIZED SOFTWARE DEVELOPMENT COSTS | 3 Months Ended |
Mar. 31, 2022 | |
Research and Development [Abstract] | |
CAPITALIZED SOFTWARE DEVELOPMENT COSTS | 3. CAPITALIZED SOFTWARE DEVELOPMENT COSTS In 2020, the Company began developing MARKET, the next generation of interactive livestream ecommerce, and has capitalized $ 6,207 and $ 4,348 of internal and external development costs as of March 31, 2022 and December 31, 2021, respectively. In October 2021, the Company entered into a 10 10 5,750 . At March 31, 2022, the Company’s remaining software development obligation to the Primary Contractor was $ 1,150 , which was subsequently paid in April 2022. The Primary Contractor was also paid an additional $ 500 bonus in April 2022. In addition, as of March 31, 2022 and December 31, 2021, the Company had paid or accrued $ 380 and $ 248 , respectively, of other capitalized software development costs. There has been no Option to Acquire Primary Contractor In August 2021, the Company entered into an agreement providing the Company the option to purchase the Primary Contractor. In November 2021, the Company exercised this option. During 2021, the Company and the Primary Contractor reached an agreement on the terms for the Company’s acquisition of the Primary Contractor, which is subject to the execution of a share purchase agreement (the “SPA”) and the completion of an audit of the Primary Contractor (the “Primary Contractor Audit”). The agreement stipulates that if the Company enters into the SPA and successfully completes the Primary Contractor Audit before May 15, 2022 or such other mutually agreed date and thereafter determines not to consummate the acquisition of the Primary Contractor, the Company may be liable for a $ 1,000 break-up fee payable to the Primary Contractor. As of the date of the issuance of these financial statements, the Primary Contractor Audit is ongoing, the SPA has not been executed, and the parties are determining a mutually agreeable date to consummate the transaction. The purchase price for the Primary Contractor is $ 12,000 , which can be paid in cash and/or stock, subject to the parties’ mutual agreement. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | 4. INTANGIBLE ASSETS Intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, 2022 December 31, 2021 Amortizable finite-lived intangible assets $ 7,399 $ 7,317 Accumulated amortization (4,172 ) (3,806 ) Finite-lived intangible assets, net 3,227 3,511 Indefinite-lived intangible assets 442 442 Intangible assets, net $ 3,669 $ 3,953 Amortizable finite-lived intangible assets are being amortized over a period of 3 5 no 366 370 The expected future amortization expense for amortizable finite-lived intangible assets as of March 31, 2022 is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year ending Amortization 2022 remaining $ 1,068 2023 1,386 2024 573 2025 200 Total amortization $ 3,227 |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Mar. 31, 2022 | |
Operating Leases | |
OPERATING LEASES | 5. OPERATING LEASES On January 3, 2022, the Company terminated the lease agreements for our office and warehouse leases in American Fork, Utah. In accordance with ASC 842, the Company derecognized the right of use asset of $ 1,287 , net of accumulated amortization of $ 744 . The Company has also derecognized the corresponding lease liabilities of $ 521 , resulting in a loss on lease termination of $ 22 . Effective April 26, 2022, the Company entered into an office space sub-lease agreement. See Note 14 – Subsequent Events. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: SCHEDULE OF LEASE COST Three Months Ended March 31, 2022 2021 Lease cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) $ 107 $ 175 Other information Cash paid for amounts included in the measurement of lease liabilities $ 171 $ 196 Weighted average remaining lease term – operating leases (in years) 5.17 4.54 Weighted average discount rate – operating leases 4.0 % 4.0 % SCHEDULE OF OPERATING LEASES March 31, 2022 December 31, 2021 Operating leases Right-of-use assets $ 1,548 $ 2,177 Short-term operating lease liabilities $ 337 $ 592 Long-term operating lease liabilities 1,874 2,299 Total operating lease liabilities $ 2,211 $ 2,891 SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES Year ending Operating Leases 2022 remaining 337 2023 460 2024 472 2025 484 2026 and thereafter 705 Total lease payments 2,458 Less: Imputed interest/present value discount (247 ) Present value of lease liabilities $ 2,211 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
ADVANCES ON FUTURE RECEIPTS | 6. ADVANCES ON FUTURE RECEIPTS The Company has the following advances on future receipts as of March 31, 2022 and December 31, 2021: SCHEDULE OF ADVANCES ON FUTURE RECEIPTS Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2022 Balance at December 31, 2021 Note 1 October 29, 2021 April 28, 2022 5 % 2,120 288 1,299 Note 2 October 29, 2021 July 25, 2022 28 % 3,808 1,813 2,993 Note 3 December 23, 2021 June 22, 2022 5 % 689 344 689 Total $ 6,617 2,445 4,981 Debt discount (310 ) (800 ) Net $ 2,135 $ 4,181 Note 1 On October 29, 2021, the Company received secured advances from an unaffiliated third party totaling $ 2,015 2,120 982 52 288 18 Note 2 On October 29, 2021, the Company received secured advances from an unaffiliated third party totaling $ 2,744 3,808 1,180 419 1,813 275 Note 3 On December 23, 2021, the Company received secured advances from an unaffiliated third party totaling $ 651 689 345 19 344 17 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
NOTES PAYABLE | 7. NOTES PAYABLE The Company has the following outstanding notes payable as of March 31, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTIES Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2022 Balance at December 31, 2021 Related party note payable (A) December 1, 2015 April 1, 2023 12.0 % $ 1,249 $ 725 $ 725 Related party note payable (B) April 4, 2016 June 4, 2021 12.0 % 343 40 40 Note payable (C) May 15, 2020 May 15, 2050 3.75 % 150 150 150 Notes payable (D) January 12, 2022 January 12, 2023 6.0 % 6,300 6,300 - Debt discount (226 ) - Debt issuance costs (347 ) - Total notes payable 6,642 915 Non-current (875 ) (875 ) Current $ 5,767 $ 40 (A) On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 12, 2022, the maturity date of the note was extended to April 1, 2023 725 , respectively. (B) On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 40 (C) On May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 150 150 (D) On January 12, 2022, the Company entered into a securities purchase agreement with three institutional investors (collectively, the “Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $ 6,300 6,000 6.0 5.0 3.00 In connection with the debt agreement, the Company incurred $ 460 300 74 113 226 347 As of March 31, 2022, and December 31, 2021, the outstanding balance of the notes amounted to $ 6,300 0 1,650 6,300 4,650 Beginning on May 12, 2022, the Company is required to make nine monthly principal payments of $ 246 2,436 The following table provides a breakdown of interest expense: SCHEDULE OF INTEREST EXPENSE 2022 2021 Three Months Ended March 31, 2022 2021 Interest expense – amortization of debt discount $ (536 ) $ (475 ) Interest expense – amortization of debt issuance costs (113 ) - Interest expense – other (107 ) (33 ) Total interest expense $ (756 ) $ (508 ) Total interest expense for notes payable to related parties (see Notes A and B above) was $ 23 and $ 32 for the three months ended March 31, 2022 and 2021, respectively. The Company paid $ 0 and $ 34 in interest for the three months ended March 31, 2022 and 2021, respectively. |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | 8. DERIVATIVE LIABILITY Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments that do not have fixed settlement provisions are deemed to be derivative instruments. In prior years, the Company granted certain warrants that included a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder. As a result, the fundamental transaction clause of these warrants are accounted for as a derivative liability in accordance with ASC 815 and are being re-measured every reporting period with the change in value reported in the statement of operations. The derivative liabilities were valued using a Binomial pricing model with the following average assumptions: SCHEDULE OF DERIVATIVE LIABILITY USING BINOMIAL PRICING MODEL ASSUMPTIONS March 31, 2022 December 31, 2021 Stock Price $ 0.95 $ 1.24 Exercise Price $ 1.11 $ 1.11 Expected Life 2.72 2.97 Volatility 104 % 119 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 2.45 % 0.97 % Total Fair Value $ 2,017 $ 3,155 The expected life of the warrants was based on the remaining contractual term of the instruments. The Company uses the historical volatility of its common stock to estimate the future volatility for its common stock. The expected dividend yield was based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. The risk-free interest rate was based on rates established by the Federal Reserve Bank. As of December 31, 2021, the outstanding fair value of the derivative liability amounted to $ 3,155 1,138 2,017 During the three months ended March 31, 2021, the Company recorded income of $ 500 to account for the changes in the fair value of these derivative liabilities during the period. In addition, 1,027,578 shares of the Series A warrants that were accounted for as a derivative liability were exercised. As result, the Company computed the fair value of the corresponding derivative liability one last time which amounted to $( 2,286 ) and the extinguishment was accounted for as part of equity. The details of derivative liability transactions for the three months ended March 31, 2022 and 2021 are as follows: SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS Three Months Ended March 31, 2022 2021 Beginning balance $ 3,155 $ 8,266 Change in fair value (1,138 ) (500 ) Extinguishment - (2,286 ) Ending balance $ 2,017 $ 5,480 |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
COMMON STOCK | 9. COMMON STOCK The Company’s common stock activity for the three months ended March 31, 2022 is as follows: Common Stock Issuances of Common Stock During the three months ended March 31, 2022, the Company issued 7,396,683 shares of common stock as part of the common stock purchase agreement in exchange for cash of $ 7,435 , net of offering costs of $ 155 . In addition, the Company issued 607,287 shares of common stock as a commitment fee to consummate the common stock purchase agreement. During the three months ended March 31, 2022, the Company issued 372,446 shares of common stock to certain employees and vendors for services rendered and to be rendered with an aggregate fair value of $ 510 . These shares of common stock were valued based on the market value of the Company’s common stock price at the issuance date or the date the Company entered into the agreement related to the issuance. During the three months ended March 31, 2022, the Company issued 227,136 277 During the three months ended March 31, 2022, the Company issued 457,046 Exercise of Options During the three months ended March 31, 2022, a total of 332,730 332,730 1.13 377 Issuances of Restricted Stock Units During the three months ended March 31, 2022, the Company granted an additional 1,334,270 1,561 Issuances of Stock Options During the three months ended March 31, 2022, the Company granted stock options to employees and consultants to purchase a total of 1,983,555 1.25 five years 2,241 |
RESTRICTED STOCK UNITS
RESTRICTED STOCK UNITS | 3 Months Ended |
Mar. 31, 2022 | |
Restricted Stock Units | |
RESTRICTED STOCK UNITS | 10. RESTRICTED STOCK UNITS A summary of restricted stock unit activity for the three months ended March 31, 2022 is presented below. SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY Weighted- Average Grant Date Shares Fair Value Non-vested at January 1, 2022 1,821,833 $ 1.41 Granted 1,334,270 1.17 Vested/deemed vested (457,046 ) 1.67 Forfeited (487,532 ) 1.33 Non-vested at March 31, 2022 2,211,525 $ 1.23 During the three months ended March 31, 2022, the Company granted 1,334,270 1,561 The total fair value of restricted stock units that vested or deemed vested during the three months ended March 31, 2022 was $ 247 . As of March 31, 2022 the amount of unvested compensation related to issuances of restricted stock units was $ 2,359 which will be recognized as an expense in future periods as the shares vest. When calculating basic net loss per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net loss per share, these shares are included in weighted average common shares outstanding as of their grant date. |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 11. STOCK OPTIONS A summary of option activity for the three months ended March 31, 2022 is presented below. SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at January 1, 2022 5,404,223 $ 1.72 2.24 $ 107 Granted 1,983,555 1.25 - - Forfeited (1,177,405 ) 1.54 - - Exercised (332,730 ) 1.13 - - Outstanding at March 31, 2022 5,877,643 $ 1.64 2.29 $ Vested March 31, 2022 2,993,429 $ 1.86 $ - Exercisable at March 31, 2022 1,982,249 $ 2.08 $ - At March 31, 2022, the intrinsic value of the outstanding options was $ 0 During the three months ended March 31, 2022, the Company granted stock options to employees and consultants to purchase a total of 1,983,555 1.25 2,241 531 4,276 In addition, a total of 332,730 332,730 377 The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.24 2.10 % 0.10 0.36 % Average expected term 5 5 Expected volatility 149.53 % 240.03 % Expected dividend yield - - The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the share option award; the expected term represents the weighted-average period of time that share option awards granted are expected to be outstanding giving consideration to vesting schedules and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s common stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future. |
STOCK WARRANTS
STOCK WARRANTS | 3 Months Ended |
Mar. 31, 2022 | |
Stock Warrants | |
STOCK WARRANTS | 12. STOCK WARRANTS The Company has the following warrants outstanding as of March 31, 2022, all of which are exercisable: SCHEDULE OF WARRANTS OUTSTANDING Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2022 10,984,740 $ 2.67 2.38 $ 507 Granted - - - - Forfeited - - - - Exercised - - - - Outstanding at March 31, 2022, all vested 10,984,740 $ 2.67 2.14 $ - At March 31, 2022 the intrinsic value of the outstanding warrants was $ 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Litigation a. Former Employee The Company is currently in a dispute with a former employee of its predecessor bBooth, Inc. who has interposed a breach of contract claim in which he alleges that he is entitled to approximately $ 300 Meyerson v. Verb Technology Company, Inc., et al b. Legal Malpractice Action The Company is currently in a dispute with Baker Hostetler LLP (“BH”) relating to corporate legal services provided by BH to the Company. The Company filed its complaint in the Superior Court of California for the County of Los Angeles on May 17, 2021, styled Verb Technology Company, Inc. v. Baker Hostetler LLP, et al. 915 The Company knows of no material proceedings in which any of its directors, officers, or affiliates, or any registered or beneficial stockholder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. The Company believes it has adequately reserved for all litigation within its financial statements. Board of Directors The Company has committed an aggregate of $ 475 Total board fees expensed during the three months ended March 31, 2022 was $ 119 356 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 16, 2022, the date these financial statements are available to be issued. The Company believes there were no material events or transactions discovered during this evaluation that requires recognition or disclosure in the financial statements other than the items discussed below. Equity Financing and Repayment of Notes On April 20, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”), which provides for the sale and issuance by the Company of an aggregate of (i) 14,666,667 0.0001 0.75 14,666,667 0.75 11,000 1.10 0.75 500 1,650 6,300 4,650 On April 20, 2022, the Company also entered into a placement agency agreement with A.G.P./Alliance Global Partners. Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Registered Direct Offering. The Company paid the Placement Agent a cash fee equal to 6.0 Issuance of Common Stock Subsequent to March 31, 2022, the Company issued 656,996 486 Issuances of Stock Options Subsequent to March 31, 2022, the Company granted stock options to employees to purchase a total of 419,000 0.67 five years 224 Execution of Lease Agreement Subsequent to March 31, 2022, the Company entered into a corporate office sub-lease agreement for its office in Utah. The agreement requires us to pay $ 12 3 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 31, 2022 (the “2021 Annual Report”). The consolidated balance sheet as of December 31, 2021 included herein was derived from the audited consolidated financial statements as of that date. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements have been prepared in accordance with GAAP and include the accounts of Verb, Verb Direct, LLC, Verb Acquisition Co., LLC, and verbMarketplace, LLC. All intercompany accounts have been eliminated in the consolidation. Certain prior period amounts have been reclassified to conform to the current presentation. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, during the three months ended March 31, 2022, the Company incurred a net loss of $ 6,989 5,899 On January 12, 2022, the Company entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Tumim Stone Capital LLC (the “Investor”). Pursuant to the agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $ 50,000 of newly issued shares (the “Total Commitment”) of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) from time to time during the term of the agreement, subject to certain limitations and conditions. The Total Commitment is inclusive of 607,287 shares of Common Stock (the “Commitment Shares”), issued to the Investor as consideration for its commitment to purchase shares of Common Stock under the Common Stock Purchase Agreement. On January 12, 2022, the Company also entered into a securities purchase agreement with three institutional investors (collectively, the “Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $ 6,300 On April 20, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”), which provides for the sale and issuance by the Company of an aggregate of (i) 14,666,667 0.0001 0.75 14,666,667 0.75 11,000 1.10 0.75 500 1,650 6,300 4,650 On April 20, 2022, the Company also entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities in the Registered Direct Offering. See Note 14 – Subsequent Events. |
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 at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Significant estimates include assumptions made in analysis of reserves for allowance of doubtful accounts, inventory, assumptions made in purchase price allocations, impairment testing of long-term assets, realization of deferred tax assets, determining fair value of derivative liabilities, and valuation of equity instruments issued for services. Amounts could materially change in the future. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) ASC 606, Revenue from Contracts with Customers A description of our principal revenue generating activities is as follows: 1. Digital Revenue which is divided into two main categories: a. SaaS recurring digital revenue based on contract-based subscriptions to verb app products and platform services which include verbCRM, verbLEARN, verbLIVE, verbTEAMS, and verbPULSE. The revenue is recognized straight-line over the subscription period. b. Non-SaaS, non-recurring digital revenue, which is revenue generated by the use of app products and in-app purchases, such as sampling and other services obtained through the app. The revenue for samples is recognized upon completion and shipment, while the design fees are recognized when the service has been rendered and the app is delivered to the customer. Subscription revenue from the application services is recognized over the life of the estimated subscription period. The Company also charges certain customers setup or installation fees for the creation and development of websites and phone application. These fees are accounted for as part of contract liabilities and amortized over the estimated life of the agreement. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the products or services to a customer 2. Non-digital revenue, which is revenue generated from non-app, non-digital sources through ancillary services provided as an accommodation to clients and customers. These services, which are now outsourced to a strategic partner as part of a cost reduction plan instituted in 2020, include design, printing services, fulfillment and shipping services. The revenue is recognized upon completion and shipment of products or fulfillment to the customer. The products sold by us are distinctly individual. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Other than promotional activities, which can vary from time to time but nevertheless are entirely within the Company’s control, contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. The control of products we sell transfers to our customers upon shipment from our facilities, and our performance obligations are satisfied at that time. Amounts related to shipping and handling that are billed to customers are reflected as part of revenue, and the related costs are reflected in cost of revenue in the accompanying Consolidated Statements of Operations. Historically, we have not experienced any significant payment delays from customers. The Company allows returns within 30 days of purchase from end-users. Customers may return purchased products under certain circumstances. Returns from customers in the past and during the three months ended March 31, 2022 and 2021 are immaterial. Revenues during the three months ended March 31, 2022 and 2021 were substantially all generated from the United States of America. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily consists of the salaries of certain employees and contractors, digital content costs, purchase price of consumer products, packaging supplies, and customer shipping and handling expenses. Shipping costs to receive products from our suppliers are included in our inventory and recognized as cost of revenue upon sale of products to our customers. |
Contract Liabilities | Contract Liabilities Contract liabilities represent consideration received from customers under revenue contracts for which the Company has not yet delivered or completed its performance obligation to the customer. Contract liabilities are recognized over the contract period. |
Capitalized Software Development Costs | Capitalized Software Development Costs The Company capitalizes internal and external costs directly associated with developing internal-use software, and hosting arrangements that include an internal-use software license, during the application development stage of its projects. The Company’s internal-use software is reported at cost less accumulated depreciation. Depreciation begins once the project has been completed and is ready for its intended use. The Company will depreciate the asset on a straight-line basis over a period of three years, which is the estimated useful life. Software maintenance activities or minor upgrades are expensed in the period performed. As of March 31, 2022 and December 31, 2021, the Company capitalized $ 6,207 4,348 Depreciation expense related to capitalized software development costs are recorded in Cost of revenue in the consolidated statements of operations. There was no depreciation expense related to capitalized software development costs for the three months ended March 31, 2022 and 2021 as the software has not been completed and utilized. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance of FASB ASC 820 and ASC 825 for disclosure and measurement of the fair value of its financial instruments. FASB ASC 820 establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses approximate their fair value due to their short-term nature. The carrying values financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjusted to fair value of derivatives. |
Share-Based Compensation | Share-Based Compensation The Company issues stock options and warrants, shares of common stock and restricted stock units as share-based compensation to employees and non-employees. The Company accounts for its share-based compensation in accordance with FASB ASC 718, Compensation – Stock Compensation |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by using the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed giving effect to all dilutive potential shares of common stock that were outstanding during the period. Dilutive potential shares of common stock consist of incremental shares of common stock issuable upon exercise of stock options. No dilutive potential shares of common stock were included in the computation of diluted net loss per share because their impact was anti-dilutive. As of March 31, 2022, and 2021, the Company had total outstanding options of 5,877,643 5,799,013 10,984,740 12,422,562 2,211,525 2,751,508 |
Concentration of Credit and Other Risks | Concentration of Credit and Other Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and accounts receivable. Cash is deposited with a limited number of financial institutions. The balances held at any one financial institution at times may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits of up to $ 250 The Company extends limited credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for doubtful accounts and sales credits. The Company believes that any concentration of credit risk in its accounts receivable is substantially mitigated by the Company’s evaluation process, relatively short collection terms and the high level of credit worthiness of its customers. The Company’s concentration of credit risk includes its concentrations from key customers and vendors. As of March 31, 2022, we have one vendor that accounted for 33 49 As of March 31, 2022, we had no customers that accounted for 10 During the three months ended March 31, 2022 and 2021, we had no customers that accounted for 10% of our revenues individually and in the aggregate. |
Supplemental Cash Flow Information | Supplemental Cash Flow Information SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Supplemental disclosures of cash flow information: Cash paid for interest $ - $ 34 Cash paid for income taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Fair value of derivative liability extinguished $ - $ 2,286 Fair value of common shares issued to settle accrued expenses 350 207 Reclassification of Class B upon conversion to common stock - 3,065 Discount recognized from advances on future receipts - 1,133 Accrued software development costs 1,675 - Discount recognized from notes payable 300 - Derecognition of operating lease right-of-use assets 543 - Derecognition of operating lease liabilities 521 - Debt issuance costs in accounts payable $ 80 $ - |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832)—Disclosures by Business Entities about Government Assistance Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION | SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Supplemental disclosures of cash flow information: Cash paid for interest $ - $ 34 Cash paid for income taxes $ - $ - Supplemental disclosure of non-cash investing and financing activities: Fair value of derivative liability extinguished $ - $ 2,286 Fair value of common shares issued to settle accrued expenses 350 207 Reclassification of Class B upon conversion to common stock - 3,065 Discount recognized from advances on future receipts - 1,133 Accrued software development costs 1,675 - Discount recognized from notes payable 300 - Derecognition of operating lease right-of-use assets 543 - Derecognition of operating lease liabilities 521 - Debt issuance costs in accounts payable $ 80 $ - |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, 2022 December 31, 2021 Amortizable finite-lived intangible assets $ 7,399 $ 7,317 Accumulated amortization (4,172 ) (3,806 ) Finite-lived intangible assets, net 3,227 3,511 Indefinite-lived intangible assets 442 442 Intangible assets, net $ 3,669 $ 3,953 |
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE | SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year ending Amortization 2022 remaining $ 1,068 2023 1,386 2024 573 2025 200 Total amortization $ 3,227 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Operating Leases | |
SCHEDULE OF LEASE COST | The components of lease expense and supplemental cash flow information related to leases for the period are as follows: SCHEDULE OF LEASE COST Three Months Ended March 31, 2022 2021 Lease cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) $ 107 $ 175 Other information Cash paid for amounts included in the measurement of lease liabilities $ 171 $ 196 Weighted average remaining lease term – operating leases (in years) 5.17 4.54 Weighted average discount rate – operating leases 4.0 % 4.0 % |
SCHEDULE OF OPERATING LEASES | SCHEDULE OF OPERATING LEASES March 31, 2022 December 31, 2021 Operating leases Right-of-use assets $ 1,548 $ 2,177 Short-term operating lease liabilities $ 337 $ 592 Long-term operating lease liabilities 1,874 2,299 Total operating lease liabilities $ 2,211 $ 2,891 |
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES | SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES Year ending Operating Leases 2022 remaining 337 2023 460 2024 472 2025 484 2026 and thereafter 705 Total lease payments 2,458 Less: Imputed interest/present value discount (247 ) Present value of lease liabilities $ 2,211 |
ADVANCES ON FUTURE RECEIPTS (Ta
ADVANCES ON FUTURE RECEIPTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF ADVANCES ON FUTURE RECEIPTS | The Company has the following advances on future receipts as of March 31, 2022 and December 31, 2021: SCHEDULE OF ADVANCES ON FUTURE RECEIPTS Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2022 Balance at December 31, 2021 Note 1 October 29, 2021 April 28, 2022 5 % 2,120 288 1,299 Note 2 October 29, 2021 July 25, 2022 28 % 3,808 1,813 2,993 Note 3 December 23, 2021 June 22, 2022 5 % 689 344 689 Total $ 6,617 2,445 4,981 Debt discount (310 ) (800 ) Net $ 2,135 $ 4,181 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Payable | |
SCHEDULE OF NOTES PAYABLE RELATED PARTIES | The Company has the following outstanding notes payable as of March 31, 2022 and December 31, 2021: SCHEDULE OF NOTES PAYABLE RELATED PARTIES Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2022 Balance at December 31, 2021 Related party note payable (A) December 1, 2015 April 1, 2023 12.0 % $ 1,249 $ 725 $ 725 Related party note payable (B) April 4, 2016 June 4, 2021 12.0 % 343 40 40 Note payable (C) May 15, 2020 May 15, 2050 3.75 % 150 150 150 Notes payable (D) January 12, 2022 January 12, 2023 6.0 % 6,300 6,300 - Debt discount (226 ) - Debt issuance costs (347 ) - Total notes payable 6,642 915 Non-current (875 ) (875 ) Current $ 5,767 $ 40 (A) On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 12, 2022, the maturity date of the note was extended to April 1, 2023 725 , respectively. (B) On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 40 (C) On May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 150 150 On January 12, 2022, the Company entered into a securities purchase agreement with three institutional investors (collectively, the “Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $ 6,300 |
SCHEDULE OF INTEREST EXPENSE | The following table provides a breakdown of interest expense: SCHEDULE OF INTEREST EXPENSE 2022 2021 Three Months Ended March 31, 2022 2021 Interest expense – amortization of debt discount $ (536 ) $ (475 ) Interest expense – amortization of debt issuance costs (113 ) - Interest expense – other (107 ) (33 ) Total interest expense $ (756 ) $ (508 ) |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF DERIVATIVE LIABILITY USING BINOMIAL PRICING MODEL ASSUMPTIONS | The derivative liabilities were valued using a Binomial pricing model with the following average assumptions: SCHEDULE OF DERIVATIVE LIABILITY USING BINOMIAL PRICING MODEL ASSUMPTIONS March 31, 2022 December 31, 2021 Stock Price $ 0.95 $ 1.24 Exercise Price $ 1.11 $ 1.11 Expected Life 2.72 2.97 Volatility 104 % 119 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 2.45 % 0.97 % Total Fair Value $ 2,017 $ 3,155 |
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS | The details of derivative liability transactions for the three months ended March 31, 2022 and 2021 are as follows: SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS Three Months Ended March 31, 2022 2021 Beginning balance $ 3,155 $ 8,266 Change in fair value (1,138 ) (500 ) Extinguishment - (2,286 ) Ending balance $ 2,017 $ 5,480 |
RESTRICTED STOCK UNITS (Tables)
RESTRICTED STOCK UNITS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restricted Stock Units | |
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY | A summary of restricted stock unit activity for the three months ended March 31, 2022 is presented below. SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY Weighted- Average Grant Date Shares Fair Value Non-vested at January 1, 2022 1,821,833 $ 1.41 Granted 1,334,270 1.17 Vested/deemed vested (457,046 ) 1.67 Forfeited (487,532 ) 1.33 Non-vested at March 31, 2022 2,211,525 $ 1.23 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of option activity for the three months ended March 31, 2022 is presented below. SCHEDULE OF STOCK OPTION ACTIVITY Weighted- Weighted- Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Life (Years) Value Outstanding at January 1, 2022 5,404,223 $ 1.72 2.24 $ 107 Granted 1,983,555 1.25 - - Forfeited (1,177,405 ) 1.54 - - Exercised (332,730 ) 1.13 - - Outstanding at March 31, 2022 5,877,643 $ 1.64 2.29 $ Vested March 31, 2022 2,993,429 $ 1.86 $ - Exercisable at March 31, 2022 1,982,249 $ 2.08 $ - |
SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD | The fair value of share option award is estimated using the Black-Scholes option pricing method based on the following weighted-average assumptions: SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.24 2.10 % 0.10 0.36 % Average expected term 5 5 Expected volatility 149.53 % 240.03 % Expected dividend yield - - |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock Warrants | |
SCHEDULE OF WARRANTS OUTSTANDING | The Company has the following warrants outstanding as of March 31, 2022, all of which are exercisable: SCHEDULE OF WARRANTS OUTSTANDING Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2022 10,984,740 $ 2.67 2.38 $ 507 Granted - - - - Forfeited - - - - Exercised - - - - Outstanding at March 31, 2022, all vested 10,984,740 $ 2.67 2.14 $ - At March 31, 2022 the intrinsic value of the outstanding warrants was $ 0 |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 34 | |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value of derivative liability extinguished | 2,286 | |
Fair value of common shares issued to settle accrued expenses | 350 | 207 |
Reclassification of Class B upon conversion to common stock | 3,065 | |
Discount recognized from advances on future receipts | 1,133 | |
Accrued software development costs | 1,675 | |
Discount recognized from notes payable | 300 | |
Derecognition of operating lease right-of-use assets | 543 | |
Derecognition of operating lease liabilities | 521 | |
Debt issuance costs in accounts payable | $ 80 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 20, 2022 | Jan. 12, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Product Information [Line Items] | |||||
Net loss | $ 6,989 | $ 8,345 | |||
Net cash used in operating activities | $ 5,899 | 6,923 | |||
Common stock par value | $ 0.0001 | $ 0.0001 | |||
Payments of notes payable | $ 2,507 | $ 1,706 | |||
Capitalized software development costs | 6,207 | $ 4,348 | |||
FDIC Insured Amount | $ 250 | ||||
Vendor One [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 33.00% | ||||
Vendor One [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 49.00% | ||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 10.00% | ||||
Share-Based Payment Arrangement, Option [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive securities | 5,877,643 | 5,799,013 | |||
Warrant [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive securities | 10,984,740 | 12,422,562 | |||
Restricted Stock [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive securities | 2,211,525 | 2,751,508 | |||
Common Stock Purchase Agreement [Member] | Tumim Stone Capital LLC [Member] | |||||
Product Information [Line Items] | |||||
Common stock par value | $ 0.0001 | ||||
Common stock shares | 607,287 | ||||
Common Stock Purchase Agreement [Member] | Tumim Stone Capital LLC [Member] | Maximum [Member] | |||||
Product Information [Line Items] | |||||
Shares issued, shares | $ 50,000 | ||||
Securities Purchase Agreement [Member] | |||||
Product Information [Line Items] | |||||
Debt instrument principal amount | 6,300 | ||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||
Product Information [Line Items] | |||||
Common stock par value | $ 0.0001 | ||||
Common stock shares | 14,666,667 | ||||
Share price | $ 0.75 | ||||
Warrant purchase, shares | 14,666,667 | ||||
Warrants exercise price | $ 0.75 | ||||
Proceeds from warrants | $ 11,000 | ||||
Fair value of warrants | 500 | ||||
Payments of notes payable | $ 1,650 | ||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Series A Warrants [Member] | |||||
Product Information [Line Items] | |||||
Warrants exercise price | $ 1.10 | ||||
Warrant exercise price decrease | $ 0.75 | ||||
Securities Purchase Agreement [Member] | Three Institutional Investors [Member] | |||||
Product Information [Line Items] | |||||
Debt instrument principal amount | $ 6,300 | ||||
Securities Purchase Agreement [Member] | Maximum [Member] | Subsequent Event [Member] | |||||
Product Information [Line Items] | |||||
Debt instrument principal amount | $ 4,650 | ||||
Securities Purchase Agreement [Member] | Minimum [Member] | Subsequent Event [Member] | |||||
Product Information [Line Items] | |||||
Debt instrument principal amount | $ 6,300 |
CAPITALIZED SOFTWARE DEVELOPM_2
CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Oct. 31, 2021 | Aug. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
[custom:AccruedOtherCapitalizedSoftwareDevelopmentCosts-0] | $ 380,000 | $ 248,000 | |||
Debt Instrument, Fee Amount | $ 1,000,000 | ||||
Repayments of Related Party Debt | $ 12,000,000 | ||||
Primary Contractor [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
[custom:RemainingSoftwareDevelopmentCommitment] | 1,150,000 | ||||
Accrued Bonuses, Current | 500,000 | ||||
License And Services Agreement [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Debt Instrument, Term | 10 years | ||||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized Contract Cost, Net | 6,207,000 | $ 4,348,000 | |||
[custom:LicenseFee] | $ 5,750,000 | ||||
Software Development [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 0 | $ 0 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortizable finite-lived intangible assets | $ 7,399 | $ 7,317 |
Accumulated amortization | (4,172) | (3,806) |
Finite lived intangible assets net | 3,227 | 3,511 |
Indefinite-lived intangible assets | 442 | 442 |
Intangible assets, net | $ 3,669 | $ 3,953 |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 remaining | $ 1,068 | |
2023 | 1,386 | |
2024 | 573 | |
2025 | 200 | |
Total amortization | $ 3,227 | $ 3,511 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortizable finite-lived identifiable intangible assets, term | 3 years | 5 years |
Impairment charges | $ 0 | |
Amortization expense | $ 366,000 | $ 370,000 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Leases | ||
Operating lease cost (included in general and administrative expenses in the Company's statement of operations) | $ 107 | $ 175 |
Cash paid for amounts included in the measurement of lease liabilities | $ 171 | $ 196 |
Weighted average remaining lease term - operating leases (in years) | 5 years 2 months 1 day | 4 years 6 months 14 days |
Weighted average discount rate - operating leases | 4.00% | 4.00% |
SCHEDULE OF OPERATING LEASES (D
SCHEDULE OF OPERATING LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Right-of-use assets | $ 1,548 | $ 2,177 |
Short-term operating lease liabilities | 337 | 592 |
Long-term operating lease liabilities | 1,874 | 2,299 |
Total operating lease liabilities | $ 2,211 | $ 2,891 |
SCHEDULE OF PRESENT VALUE OF LE
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2022 remaining | $ 337 | |
2023 | 460 | |
2024 | 472 | |
2025 | 484 | |
2026 and thereafter | 705 | |
Total lease payments | 2,458 | |
Less: Imputed interest/present value discount | (247) | |
Present value of lease liabilities | $ 2,211 | $ 2,891 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) $ in Thousands | Jan. 03, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating Lease, Right-of-Use Asset | $ 1,548 | $ 2,177 | ||
Operating Lease, Right-of-Use Asset, Amortization Expense | 86 | $ 140 | ||
Operating Lease, Liability | 2,211 | $ 2,891 | ||
Gain (Loss) on Termination of Lease | $ (22) | |||
Lease Arrangement [Member] | JMCC properties [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating Lease, Right-of-Use Asset | $ 1,287 | |||
Operating Lease, Right-of-Use Asset, Amortization Expense | 744 | |||
Operating Lease, Liability | 521 | |||
Gain (Loss) on Termination of Lease | $ 22 |
SCHEDULE OF ADVANCES ON FUTURE
SCHEDULE OF ADVANCES ON FUTURE RECEIPTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | ||
Short-Term Debt [Line Items] | |||
Original Borrowing | $ 6,617 | ||
Total | 2,445 | $ 4,981 | |
Debt discount | (310) | (800) | |
Net | $ 2,135 | 4,181 | |
Note One [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | [1] | Dec. 1, 2015 | |
Maturity Date | [1] | Apr. 1, 2023 | |
Interest Rate | [1] | 12.00% | |
Original Borrowing | [1] | $ 1,249 | |
Note One [Member] | Advance on Future Receipts [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | Oct. 29, 2021 | ||
Maturity Date | Apr. 28, 2022 | ||
Interest Rate | 5.00% | ||
Original Borrowing | $ 2,120 | ||
Total | $ 288 | 1,299 | |
Note Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | [2] | Apr. 4, 2016 | |
Maturity Date | [2] | Jun. 4, 2021 | |
Interest Rate | 12.00% | ||
Original Borrowing | [2] | $ 343 | |
Note Two [Member] | Advance on Future Receipts [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | Oct. 29, 2021 | ||
Maturity Date | Jul. 25, 2022 | ||
Interest Rate | 28.00% | ||
Original Borrowing | $ 3,808 | ||
Total | $ 1,813 | 2,993 | |
Note Three [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | [3] | May 15, 2020 | |
Maturity Date | [3] | May 15, 2050 | |
Interest Rate | 3.75% | ||
Original Borrowing | [3] | $ 150 | |
Note Three [Member] | Advance on Future Receipts [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | Dec. 23, 2021 | ||
Maturity Date | Jun. 22, 2022 | ||
Interest Rate | 5.00% | ||
Original Borrowing | $ 689 | ||
Total | $ 344 | $ 689 | |
[1] | On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 12, 2022, the maturity date of the note was extended to April 1, 2023 725 , respectively. | ||
[2] | On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 40 | ||
[3] | On May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 150 150 |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Oct. 29, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | ||
Short-Term Debt [Line Items] | |||||
Debt instrument face amount | $ 6,617 | ||||
Amortization of debt discount | 536 | $ 475 | |||
Outstanding balance of debt | 2,445 | $ 4,981 | |||
Note One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument face amount | [1] | 1,249 | |||
Note Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument face amount | [2] | 343 | |||
Note Three [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument face amount | [3] | 150 | |||
Unaffiliated Third Party [Member] | Two Secured Advances [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt principal amount | $ 2,015 | ||||
Purchase of future receipts | 2,120 | ||||
Unaffiliated Third Party [Member] | Note Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt principal amount | 2,744 | ||||
Purchase of future receipts | 3,808 | ||||
Unaffiliated Third Party [Member] | Note Three [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt principal amount | 651 | ||||
Purchase of future receipts | $ 689 | ||||
Unaffiliated Third-Party [Member] [Default Label] | Note One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument face amount | 982 | ||||
Amortization of debt discount | 52 | ||||
Outstanding balance of debt | 288 | ||||
Unamortized debt discount | 18 | ||||
Unaffiliated Third-Party [Member] [Default Label] | Note Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument face amount | 1,180 | ||||
Amortization of debt discount | 419 | ||||
Outstanding balance of debt | 1,813 | ||||
Unamortized debt discount | 275 | ||||
Unaffiliated Third-Party [Member] [Default Label] | Note Three [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt instrument face amount | 345 | ||||
Amortization of debt discount | 19 | ||||
Outstanding balance of debt | 344 | ||||
Unamortized debt discount | $ 17 | ||||
[1] | On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 12, 2022, the maturity date of the note was extended to April 1, 2023 725 , respectively. | ||||
[2] | On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 40 | ||||
[3] | On May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 150 150 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details) - USD ($) $ in Thousands | May 12, 2022 | Mar. 31, 2022 | Oct. 15, 2022 | Jan. 12, 2022 | Dec. 31, 2021 | Apr. 04, 2016 | |||
Short-Term Debt [Line Items] | |||||||||
Original Borrowing | $ 6,617 | ||||||||
Notes payable - related parties, net | 6,642 | $ 915 | |||||||
Debt discount | (226) | [1] | $ 300 | [1] | |||||
Debt issuance costs | (347) | [1] | $ 460 | ||||||
Notes Payable, Related Parties, Noncurrent | (875) | (875) | |||||||
Notes Payable, Related Parties, Current | $ 5,767 | 40 | |||||||
Subsequent Event [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Debt instrument maturity date | Apr. 1, 2023 | ||||||||
Note One [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Issuance Date | [2] | Dec. 1, 2015 | |||||||
Debt instrument maturity date | [2] | Apr. 1, 2023 | |||||||
Interest Rate | [2] | 12.00% | |||||||
Original Borrowing | [2] | $ 1,249 | |||||||
Notes payable - related parties, net | [2] | $ 725 | 725 | ||||||
Note One [Member] | Mr Cutaia [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible Debt | 725 | ||||||||
Note Two [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Issuance Date | [3] | Apr. 4, 2016 | |||||||
Debt instrument maturity date | [3] | Jun. 4, 2021 | |||||||
Interest Rate | 12.00% | ||||||||
Original Borrowing | [3] | $ 343 | |||||||
Notes payable - related parties, net | [3] | 40 | 40 | ||||||
Note Two [Member] | Mr Cutaia [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Notes payable - related parties, net | $ 40 | 40 | |||||||
Convertible Debt | $ 343 | ||||||||
Note Three [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Issuance Date | [1] | May 15, 2020 | |||||||
Debt instrument maturity date | [1] | May 15, 2050 | |||||||
Interest Rate | 3.75% | ||||||||
Original Borrowing | [1] | $ 150 | |||||||
Notes payable - related parties, net | [1] | $ 150 | 150 | ||||||
Debt issuance costs | [1] | ||||||||
Note Three [Member] | Mr Cutaia [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Notes payable - related parties, net | 150 | ||||||||
Note Three [Member] | Subsequent Event [Member] | Mr Cutaia [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Convertible Debt | $ 150 | ||||||||
Note Four [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Issuance Date | [1] | Jan. 12, 2022 | |||||||
Debt instrument maturity date | [1] | Jan. 12, 2023 | |||||||
Interest Rate | 6.00% | ||||||||
Original Borrowing | [1] | $ 6,300 | |||||||
Notes payable - related parties, net | [1] | $ 6,300 | |||||||
[1] | On May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 150 150 | ||||||||
[2] | On December 1, 2015, the Company issued a convertible note payable to Mr. Rory J. Cutaia, the Company’s majority stockholder and Chief Executive Officer, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 12, 2022, the maturity date of the note was extended to April 1, 2023 725 , respectively. | ||||||||
[3] | On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 40 |
SCHEDULE OF NOTES PAYABLE REL_2
SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details) (Parenthetical) - USD ($) $ in Thousands | Oct. 15, 2022 | Mar. 31, 2022 | Jan. 12, 2022 | Dec. 31, 2021 | Apr. 04, 2016 | |
Short-Term Debt [Line Items] | ||||||
Notes payable - related parties, net | $ 6,642 | $ 915 | ||||
Securities Purchase Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount of convertible notes | $ 6,300 | |||||
Note Two [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable - related parties, net | [1] | 40 | 40 | |||
Note Two [Member] | Mr Cutaia [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Outstanding balance | $ 343 | |||||
Notes payable - related parties, net | 40 | 40 | ||||
Note Three [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable - related parties, net | [2] | $ 150 | 150 | |||
Note Three [Member] | Mr Cutaia [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Notes payable - related parties, net | $ 150 | |||||
Note Three [Member] | Mr Cutaia [Member] | Subsequent Event [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Outstanding balance | $ 150 | |||||
[1] | On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 40 | |||||
[2] | On May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 150 150 |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Notes Payable | ||
Interest expense – amortization of debt discount | $ (536) | $ (475) |
Interest expense – amortization of debt issuance costs | (113) | |
Interest expense – other | (107) | (33) |
Total interest expense | $ (756) | $ (508) |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | May 12, 2022 | Apr. 20, 2022 | Jan. 12, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | ||
Short-Term Debt [Line Items] | ||||||||
Proceeds from Notes Payable | $ 6,000,000 | |||||||
Debt issuance costs | $ 460,000 | (347,000) | [1] | |||||
Debt discount | 300,000 | (226,000) | [1] | [1] | ||||
Amortized debt discount | 74,000 | |||||||
Amortized debt issuance costs | 113,000 | |||||||
Unamortized debt discount | 226,000 | |||||||
Unamortized debt issuance costs | 347,000 | |||||||
Interest Payable, Current | 3,416,000 | 3,500,000 | ||||||
Notes payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Interest Expense, Related Party | 23,000 | 32,000 | ||||||
Interest Payable, Current | $ 0 | $ 34 | ||||||
Note Four [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||
Debt instrument principal amount | $ 6,300,000 | $ 0 | ||||||
Monthly principal payments | 1,650,000 | |||||||
Note Four [Member] | Maximum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | 6,300,000 | |||||||
Note Four [Member] | Minimum [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | $ 4,650,000 | |||||||
Securities Purchase Agreement [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from Notes Payable | $ 6,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||
[custom:DebtInstrumentUnamortizedDiscountPercentage-0] | 5.00% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 3 | |||||||
Debt instrument principal amount | $ 6,300,000 | |||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Proceeds from Notes Payable | $ 11,000,000 | |||||||
Monthly principal payments | $ 246,000 | 1,650,000 | ||||||
Remaining principal payment | $ 2,436,000 | |||||||
Securities Purchase Agreement [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | 4,650,000 | |||||||
Securities Purchase Agreement [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Debt instrument principal amount | $ 6,300,000 | |||||||
[1] | On May 15, 2020, the Company executed an unsecured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $ 150 150 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY USING BINOMIAL PRICING MODEL ASSUMPTIONS (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($)$ / shares | Dec. 31, 2021USD ($)$ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ | $ 2,017 | $ 3,155 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.95 | 1.24 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.11 | 1.11 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input, term | 2 years 8 months 19 days | 2 years 11 months 19 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.04 | 1.19 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.0245 | 0.0097 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ 3,155 | $ 8,266 |
Change in fair value | (1,138) | (500) |
Extinguishment | (2,286) | |
Ending balance | $ 2,017 | $ 5,480 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative liability | $ 2,017 | $ 5,480 | $ 3,155 | $ 8,266 |
Change in fair value of derivative liability | $ 1,138 | $ 500 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | ||||
Derivative Liability | $ 2,286 | |||
Series A Warrants [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 1,027,578 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common Stock, Shares, Issued | 82,417,176 | 72,942,948 | |
Fair value of common shares issued for services | $ 436 | $ 1,414 | |
Restricted stock issued | 457,046 | ||
Stock options exercised shares | 332,730 | ||
Weighted average exercise price | $ 1.13 | ||
Stock options exercised value | $ 377 | $ 377 | |
Shares, granted | 1,334,270 | ||
Option, exercise price | $ 1.64 | $ 1.72 | |
Option term | 2 years 3 months 14 days | 2 years 2 months 26 days | |
Restricted Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Shares, granted | 1,334,270 | ||
Employees and Vendors [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares issued for services | 372,446 | ||
Fair value of common shares issued for services | $ 510 | ||
Chief Executive Officer [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares issued for services | 227,136 | ||
Fair value of common shares issued for services | $ 277 | ||
Employees and Members of Board of Directors [Member] | Restricted Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Shares, granted | 1,334,270 | ||
Option grant date, fair value | $ 1,561 | ||
Employees and Consultants [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares issued for services | 1,983,555 | ||
Option grant date, fair value | $ 2,241 | ||
Option, exercise price | $ 1.25 | ||
Option term | 5 years | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common Stock, Shares, Issued | 7,396,683 | ||
Cash | $ 7,435 | ||
Deferred Offering Costs | $ 155 | ||
Number of shares issued for services | 311,938 | 809,511 | |
Fair value of common shares issued for services | |||
Stock options exercised shares | 332,730 | 332,730 | |
Stock options exercised value | |||
Common Stock [Member] | Purchase Commitment [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common Stock, Shares, Issued | 607,287 |
SUMMARY OF RESTRICTED STOCK AWA
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Restricted Stock Units | |
Number of Non-vested Shares, Outstanding Beginning | shares | 1,821,833 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 1.41 |
Shares, Granted | shares | 1,334,270 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 1.17 |
Number of Shares, Vested/deemed vested | shares | (457,046) |
Weighted Average Grant Date Fair Value, Vested/deemed vested | $ / shares | $ 1.67 |
Shares, Forfeited | shares | (487,532,000) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 1.33 |
Number of Non-vested Shares, Outstanding Ending | shares | 2,211,525 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 1.23 |
RESTRICTED STOCK UNITS (Details
RESTRICTED STOCK UNITS (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares, granted | shares | 1,334,270 |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares, granted | shares | 1,334,270 |
Fair value of granted restricted stock | $ 1,561 |
Grant date fair value | 247 |
Unvested, value | $ 2,359 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of options outstanding beginning balance | 5,877,643 | 5,404,223 | |
Weighted average exercise price outstanding beginning balance | $ 1.64 | $ 1.72 | |
Weighted average remaining contractual life | 2 years 3 months 14 days | 2 years 2 months 26 days | |
Aggregate intrinsic value beginning balance | $ 0 | $ 107,000 | |
Number of options outstanding granted | 1,983,555 | ||
Weighted average exercise price outstanding granted | $ 1.25 | ||
Number of options outstanding forfeited | (1,177,405) | ||
Weighted average exercise price outstanding forfeited | $ 1.54 | ||
Number of options outstanding exercised | (332,730) | ||
Weighted average exercise price outstanding exercised | $ 1.13 | ||
Number of options outstanding Ending balance | 5,877,643 | 5,404,223 | |
Weighted average exercise price outstanding ending balance | $ 1.64 | $ 1.72 | |
Number of options outstanding ending balance | 2,993,429 | ||
Weighted average exercise price outstanding vested | $ 1.86 | ||
Number of options outstanding exercisable ending balance | 1,982,249 | ||
Weighted average exercise price outstanding exercisable | $ 2.08 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate, minimum | 1.24% | 0.10% |
Risk-free interest rate, maximum | 2.10% | 0.36% |
Average expected term (years) | 5 years | 5 years |
Expected volatility | 149.53% | 240.03% |
Expected dividend yield |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Options, intrinsic value | $ 0 | $ 107,000 | |
Options, granted | 1,983,555 | ||
Options, weighted average exercise price | $ 1.25 | ||
Option, exercised | 332,730 | ||
Proceeds from option exercise | $ 377,000 | $ 377,000 | |
Common Stock [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Option, exercised | 332,730 | 332,730 | |
Shares issued, shares | 332,730 | ||
Employees and Consultants [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Options, granted | 1,983,555 | ||
Options, weighted average exercise price | $ 1.25 | ||
Options, grant date fair value | $ 2,241,000 | ||
Stock or unit option plan expense | 531,000 | ||
Unrecognized share-based compensation expense | $ 4,276,000 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Stock Warrants | ||
Number of Shares, Warrants Outstanding Beginning | 10,984,740 | |
Weighted-Average Exercise Price, Outstanding Beginning | $ 2.67 | |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending | 2 years 1 month 20 days | 2 years 4 months 17 days |
Aggregate Intrinsic Value Outstanding Beginning | $ 507,000 | |
Number of Shares, Warrants granted | ||
Weighted-Average Exercise Price, granted | ||
Number of Shares, Warrants forfeited | ||
Weighted-Average Exercise Price, forfeited | ||
Number of Shares, Warrants exercised | ||
Weighted-Average Exercise Price, exercised | ||
Number of Shares, Warrants Outstanding Ending | 10,984,740 | 10,984,740 |
Weighted-Average Exercise Price, Outstanding Ending | $ 2.67 | $ 2.67 |
Aggregate intrinsic value outstanding ending | $ 0 | $ 507,000 |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Stock Warrants | ||
Warrants, intrinsic value | $ 0 | $ 507,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Oct. 05, 2021 | Mar. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Loss contingency, damages sought, value | $ 300,000 | |
Legal fees | $ 915 | |
Board fees expensed | 119,000 | |
Board fees to be recognized | 356,000 | |
Five Board Members [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Aggregate board fees | $ 475,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | May 12, 2022 | Apr. 20, 2022 | Jan. 12, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||
Proceeds from notes payable | $ 6,000 | ||||||
Option, exercise price | $ 1.64 | $ 1.72 | |||||
Option term | 2 years 3 months 14 days | 2 years 2 months 26 days | |||||
Sublease agreement payment | $ 12 | ||||||
Percentage of annual lease | 3.00% | ||||||
Vendors For Services [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for services | 656,996 | ||||||
Shares issued for services, value | $ 486 | ||||||
Securities Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from notes payable | $ 6,000 | ||||||
Debt instrument principal amount | $ 6,300 | ||||||
Subsequent Event [Member] | Employees [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares issued for services | 419,000 | ||||||
Option, exercise price | $ 0.67 | ||||||
Option term | 5 years | ||||||
Option grant date, fair value | $ 224 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares issued for services | 14,666,667 | ||||||
Common stock par value | $ 0.0001 | ||||||
Share price | $ 0.75 | ||||||
Warrant purchase, shares | 14,666,667 | ||||||
Warrants exercise price | $ 0.75 | ||||||
Proceeds from notes payable | $ 11,000 | ||||||
Fair value of warrants | 500 | ||||||
Debt instrument principal payments | $ 246 | $ 1,650 | |||||
Proceeds from the sale of the securities, percentage | 6.00% | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument principal amount | $ 6,300 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument principal amount | $ 4,650 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series A Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercise price | $ 1.10 | ||||||
Warrant, exercise price, decrease | $ 0.75 |