Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 18, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
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 | 3,902,633 | |
Common Stock 0.0001 Par Value [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, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 3,790 | $ 2,429 |
Accounts receivable, net | 1,251 | 1,024 |
Prepaid expenses and other current assets | 525 | 605 |
Total current assets | 5,566 | 4,058 |
Capitalized software development costs, net | 5,661 | 6,176 |
ERC receivable | 1,528 | 1,528 |
Property and equipment, net | 497 | 537 |
Operating lease right-of-use assets | 1,371 | 1,473 |
Intangible assets, net | 762 | 833 |
Goodwill | 9,581 | 9,581 |
Other assets | 306 | 306 |
Total assets | 25,272 | 24,492 |
Current liabilities | ||
Accounts payable | 4,739 | 4,638 |
Accrued expenses | 1,901 | 1,646 |
Accrued officers’ salary | 764 | 764 |
Advances on future receipts, net | 1,321 | 1,641 |
Convertible notes payable, current | 1,334 | |
Operating lease liabilities, current | 447 | 476 |
Contract liabilities | 1,445 | 1,340 |
Derivative liability | 214 | 222 |
Total current liabilities | 16,503 | 16,530 |
Long-term liabilities | ||
Notes payable, non-current | 150 | 1,215 |
Operating lease liabilities, non-current | 1,481 | 1,581 |
Total liabilities | 18,134 | 19,326 |
Commitments and contingencies (Note 13) | ||
Series B Redeemable Preferred Stock | 5 | |
Stockholders’ equity | ||
Common stock value | 1 | 1 |
Additional paid-in capital | 166,274 | 158,629 |
Accumulated deficit | (159,142) | (153,464) |
Total stockholders’ equity | 7,133 | 5,166 |
Total liabilities and stockholders’ equity | 25,272 | 24,492 |
Common Class A [Member] | ||
Stockholders’ equity | ||
Common stock value | ||
Related Party [Member] | ||
Current liabilities | ||
Notes payable, current | 765 | 765 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable, current | $ 4,907 | $ 3,704 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common Stock, Shares, Issued | 3,900,083 | 2,918,017 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Outstanding | 3,900,083 | 2,918,017 |
Common Class A [Member] | ||
Common Stock, Shares, Issued | 3 | 3 |
Common Stock, Shares Authorized | 3 | 3 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Digital revenue | ||
Total digital revenue | $ 2,045 | $ 2,150 |
Non-digital revenue | 170 | 541 |
Total revenue | 2,215 | 2,691 |
Cost of revenue | ||
Total cost of revenue | 699 | 973 |
Gross margin | 1,516 | 1,718 |
Operating expenses | ||
Research and development | 648 | 1,580 |
Depreciation and amortization | 655 | 409 |
General and administrative | 4,802 | 7,036 |
Total operating expenses | 6,105 | 9,025 |
Loss from operations | (4,589) | (7,307) |
Other income (expense) | ||
Interest expense | (829) | (756) |
Change in fair value of derivative liability | 8 | 1,138 |
Other income (expense), net | 40 | (64) |
Debt extinguishment, net | (144) | |
Total other income (expense), net | (925) | 318 |
Net loss | (5,514) | (6,989) |
Deemed dividend due to warrant reset | (164) | |
Net loss to common stockholders | $ (5,678) | $ (6,989) |
Loss per share – basic and diluted | $ (1.59) | $ (3.66) |
Weighted average number of common shares outstanding – basic and diluted | 3,577,792 | 1,911,452 |
SaaS Recurring Subscription Revenue [Member] | ||
Digital revenue | ||
Total digital revenue | $ 1,895 | $ 2,003 |
Other Digital [Member] | ||
Digital revenue | ||
Total digital revenue | 150 | 147 |
Digital [Member] | ||
Cost of revenue | ||
Total cost of revenue | 542 | 557 |
Non Digital [Member] | ||
Cost of revenue | ||
Total cost of revenue | $ 157 | $ 416 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Class A [Member] Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 1 | $ 129,348 | $ (116,027) | $ 13,322 | |
Balance, shares at Dec. 31, 2021 | 3 | 1,823,574 | |||
Sale of common stock from public offering | 7,538 | 7,538 | |||
Balance, shares | 186,940 | ||||
Net loss | (6,989) | (6,989) | |||
Issuance of common stock for commitment fee related to equity line of credit agreement | |||||
Balance, shares | 15,182 | ||||
Issuance of common stock from option exercise | 377 | 377 | |||
Balance, shares | 8,318 | ||||
Fair value of common shares issued for services | 436 | 436 | |||
Balance, shares | 7,798 | ||||
Fair value of common shares issued to settle accrued expenses | 350 | 350 | |||
Balance, shares | 7,191 | ||||
Fair value of vested restricted stock awards, stock options and warrants | 788 | 788 | |||
Balance, shares | 11,426 | ||||
Balance at Mar. 31, 2022 | $ 1 | 138,837 | (123,016) | 15,822 | |
Balance, shares at Mar. 31, 2022 | 3 | 2,060,429 | |||
Balance at Dec. 31, 2022 | $ 1 | 158,629 | (153,464) | 5,166 | |
Balance, shares at Dec. 31, 2022 | 3 | 2,918,017 | |||
Sale of common stock from public offering | 6,578 | 6,578 | |||
Balance, shares | 901,275 | ||||
Fair value of vested restricted stock awards, stock options and warrants | 903 | 903 | |||
Beginning balance, shares | 49,596 | ||||
Deemed dividend due to warrant reset | 164 | (164) | |||
Issuance of shares for fractional adjustments related to Reverse Stock Split | |||||
Net loss | (5,514) | $ (5,514) | |||
Balance, shares | |||||
Fair value of common shares issued for services | $ 282 | ||||
Fair value of common shares issued to settle accrued expenses | |||||
Balance at Mar. 31, 2023 | $ 1 | $ 166,274 | $ (159,142) | $ 7,133 | |
Balance, shares at Mar. 31, 2023 | 3 | 3,900,083 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Operating Activities: | |||
Net loss | $ (5,514) | $ (6,989) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Share-based compensation | 971 | 1,301 | |
Amortization of debt discount | 402 | 536 | |
Amortization of debt issuance costs | 112 | 113 | |
Change in fair value of derivative liability | (8) | (1,138) | |
Debt extinguishment, net | 144 | ||
Depreciation and amortization | 655 | 409 | |
Loss on lease termination | 22 | ||
Loss on disposal of property and equipment | 10 | ||
Allowance for doubtful accounts | 77 | 189 | |
Effect of changes in assets and liabilities: | |||
Accounts receivable | (304) | (343) | |
Prepaid expenses and other current assets | 63 | 128 | |
Operating lease right-of-use assets | 102 | 86 | |
Accounts payable, accrued expenses, and accrued interest | 406 | 237 | |
Contract liabilities | 105 | 76 | |
Deferred incentive compensation | (377) | ||
Operating lease liabilities | (129) | (159) | |
Net cash used in operating activities | (2,918) | (5,899) | |
Investing Activities: | |||
Proceeds from sale of property and equipment | 3 | ||
Capitalized software development costs | (126) | (2,284) | |
Purchases of tangible and intangible assets | (5) | (82) | |
Net cash used in investing activities | (131) | (2,363) | |
Financing Activities: | |||
Proceeds from sale of common stock | 6,578 | 7,538 | |
Proceeds from sale of Series B redeemable preferred stock | 5 | ||
Proceeds from convertible notes payable | 6,000 | ||
Proceeds from advances on future receipts | 290 | ||
Payment of advances on future receipts | (1,026) | (2,507) | |
Payment on convertible notes payable | (1,350) | ||
Proceeds from option exercise | 377 | ||
Payment for debt issuance costs | (87) | (365) | |
Net cash provided by financing activities | 4,410 | 11,043 | |
Net change in cash | 1,361 | 2,781 | |
Cash - beginning of period | 2,429 | 937 | $ 937 |
Cash - end of period | $ 3,790 | $ 3,718 | $ 2,429 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
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 Software-as-a-Service (“SaaS”) applications platform developer that offers three platforms, each designed for a specific target customer. Its SaaS platform for the direct sales industry is comprised of a suite of interactive video-based sales enablement business software products marketed on a subscription basis. Available in both mobile and desktop versions, its base SaaS product is verbCRM, a Customer Relationship Management (“CRM”) application, to which the Company’s clients can add a choice of enhanced, fully integrated application modules that include verbLEARN, our gamified Learning Management System application; verbLIVE, a Live Stream interactive eCommerce application; and verbPULSE, a business/augmented intelligence notification and sales coach application. verbTEAMS is a standalone, self-onboarding, video-based CRM and content management application for life sciences companies, professional sports teams, small businesses, and solopreneurs, with seamless one-button synchronization with Salesforce, that also comes bundled with verbLIVE. MARKET.live is the Company’s multi-vendor, multi-presenter, livestream social shopping platform, that combines ecommerce and entertainment. The Company also provides certain non-digital services to some of its enterprise clients such as printing and fulfillment services. On April 12, 2019, the Company acquired Sound Concepts Inc. (“Sound Concepts”). The acquisition was intended to augment and diversify the Company’s internet and Software-as-a-Service (“SaaS”) business. Sound Concepts is now known as Verb Direct, LLC. On September 4, 2020, Verb Acquisition Co., LLC (“Verb Acquisition”), a subsidiary of the Company, acquired Ascend Certification, LLC, dba SoloFire (“SoloFire”). The acquisition was intended to augment and diversify the Company’s internet and SaaS business. On October 18, 2021, the Company established verbMarketplace, LLC (“Market LLC”), a Nevada limited liability company. Market LLC is a wholly owned subsidiary of the Company established for the MARKET.live platform. 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, 2023, the Company incurred a net loss of $ 5,514 2,918 As of March 31, 2023, the Company had cash of $ 3,790 Equity financing: On January 24, 2023, the Company issued 901,275 6,578 622 Debt financing: On January 12, 2022, the Company entered into a securities purchase agreement (the “January Note Purchase Agreement”) with three institutional investors (collectively, the “January Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $ 6,300 4,950 357 1,350 208 In September 2022, the U.S. Small Business Administration approved a loan of $ 350 On November 7, 2022, the Company entered into a note purchase agreement (the “November Note Purchase Agreement”) and promissory note with an institutional investor (the “November Note Holder”) providing for the sale and issuance of an unsecured, non-convertible promissory note in the original principal amount of $ 5,470 470 5,000 The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. 5,470 On May 16, 2023, the Company received a redemption notice under the terms of the November Note Purchase Agreement for $ 300 On February 16, 2023, the Company modified and combined the unpaid balances of the previous two advances on future receipts with a new advance from the same third party totaling $ 1,550 2,108 558 1,811 10 Other: The Company, through its Professional Employer Organization, filed for federal government assistance for the second and third quarters of 2021 in the aggregate amount of $ 1,528 1,528 In November 2022, a cost savings plan was approved and implemented to improve liquidity and preserve cash for operations (the “Cost Savings Plan”). This plan was expected to further reduce expenses moving forward through such actions as a reduction in force, elimination of certain services provided by various vendors, and a 25% reduction in cash compensation by senior management over a four-month period in exchange for shares of common stock. Subsequently, the Company extended the Cost Savings Plan through April 30, 2023. If the Company is unable to generate sufficient cash flow from operations to operate its business and pay its debt obligations as they become due, it will need to seek to raise additional capital, borrow additional funds, dispose of subsidiaries or assets, reduce or delay capital expenditures, or change its business strategy. However, in light of the restrictive covenants imposed by certain of the Company’s prior financing arrangements, in combination with the recent decline in the trading price of the common stock, the Company may be unable to raise additional capital in sufficient amounts when needed to operate its business, service its debt or execute on its strategic plans. Further, notwithstanding such restrictions, there can be no assurance that debt or equity financing will be available in the amounts, on terms, or at times deemed acceptable by the Company. The issuance of additional equity securities would result in significant dilution in the equity interests of the Company’s current stockholders and could include rights or preferences senior to those of the current stockholders. Borrowing additional funds would increase the Company’s liabilities and future cash commitments and potentially impose significant operational or financial restrictions and require the Company to further encumber its assets. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the Company may be unable to continue to operate its business or pay its obligations as they become due, and as a result may be required to curtail or cease operations, which may result in stockholders or noteholders losing some or all of their investment. Economic Disruption Our business is dependent in part on general economic conditions. Many jurisdictions in which our customers are located and our products are sold have experienced and could continue to experience unfavorable general economic conditions, such as inflation, increased interest rates and recessionary concerns, which could negatively affect demand for our products. Under difficult economic conditions, customers may seek to cease spending on our current products or fail to adopt our new products, which could negatively affect our financial performance. We cannot predict the timing or magnitude of an economic slowdown or the timing or strength of any economic recovery. These and other economic factors could have a material adverse effect on our business, financial condition, and results of operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 filed with the SEC on April 17, 2023 (the “2022 Annual Report”). The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. On April 18, 2023, we implemented a 1-for-40 reverse stock split (the “Reverse Stock Split”) of our common stock, $ 0.0001 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 year presentation within the consolidated balance sheets as of March 31, 2023 and December 31, 2022. 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 the Company generates from non-app, non-digital sources through ancillary services provided as an accommodation to clients and customers. These services include design, printing, fulfillment and shipping services. The revenue is recognized upon completion and shipment of products or fulfillment to customers. Effective April 1, 2022, the Company entered into a customer referral agreement with a third party for its cart site and printing business. Under the agreement, the Company earns a 10% commission for customer referrals and 8% on merchandise sales and certain cart site design fees, all of which are recognized as non-digital revenue on a net basis. Revenues during the three months ended March 31, 2023 and 2022 were substantially all generated from clients and customers located within the United States of America, though some utilize the Company’s applications outside 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. The following table provides information about contract liabilities from contracts with customers, including significant changes in the contract liabilities balance during the period: SCHEDULE OF CONTRACTUAL LIABILITIES March 31, 2023 December 31, 2022 Beginning balance $ 1,340 $ 986 Increase due to deferral of revenue 971 3,357 Decrease due to recognition of revenue (866 ) (3,003 ) Ending balance $ 1,445 $ 1,340 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 amortization. Amortization begins once the project has been completed and is ready for its intended use. The Company will amortize 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. Amortization expense related to capitalized software development costs are recorded in depreciation and amortization in the consolidated statements of operations. Intangible Assets The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible assets consist of developed technology and customer contracts. Indefinite-lived intangible assets consist of domain names. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of five years. The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. In December 2022, the Company recorded an impairment loss of $ 440 2 0 The Company did no Goodwill In accordance with FASB ASC 350, Intangibles-Goodwill and Other The Company’s annual impairment analysis includes a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative assessment, the Company reviewed events and circumstances that could affect the significant inputs used to determine if the fair value is less than the carrying value of goodwill. As a result of this qualitative assessment, the Company determined that a triggering event had occurred to necessitate performing the quantitative impairment test. After performing the quantitative impairment test at December 31, 2022 in accordance with ASC 350-20-35-3C, the Company determined that goodwill was impaired by $ 10,183 9,581 The Company did not record any impairment charges related to goodwill during the three months ended March 31, 2023. Series B Redeemable Preferred Stock On February 17, 2023, the Company entered into a subscription agreement with Rory J. Cutaia, its Chief Executive Officer, pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock, par value $ 0.0001 5 The Certificate of Designation setting for the rights and preferences of the Series B Preferred Stock provides that the holder of the Series B Preferred Stock will have 700,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company The Series B Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series B Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Series B Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Series B Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split and the increase in authorized shares of common stock of the Company. See Note 14 – Subsequent Events. 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, 2023, and 2022, the Company had total outstanding options of 131,074 146,941 951,804 274,619 25,297 55,288 0 53,183 120.00 21,319 19,102 41.20 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. The details of these significant customers and vendors are presented in the following table for the three months ended March 31, 2023 and 2022: SCHEDULE OF CONCENTRATION RISK Three Months Ended March 31, 2023 2022 The Company’s largest customers are presented below as a percentage of the aggregate Revenues and Accounts receivable No customers individually over 10 No customers individually over 10 The Company’s largest vendors are presented below as a percentage of the aggregate Purchases One vendor that accounted for 28 One vendor that accounted for 33 During the three months ended March 31, 2023 and 2022, we had no customers that accounted for 10 Supplemental Cash Flow Information SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Three Months Ended March 31, 2023 2022 Supplemental disclosures of cash flow information: Supplemental disclosures of cash flow information: Cash paid for interest $ 227 $ - Cash paid for income taxes $ 1 $ - Supplemental disclosure of non-cash investing and financing activities: Fair value of common shares issued to settle accrued expenses $ - $ 350 Discount recognized from advances on future receipts 558 - Accrued software development costs 113 1,675 Accrued share-based compensation 50 - 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 June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). 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 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, 2023 | |
Research and Development [Abstract] | |
CAPITALIZED SOFTWARE DEVELOPMENT COSTS | 3. CAPITALIZED SOFTWARE DEVELOPMENT COSTS In 2020, the Company began developing MARKET.live, a livestream ecommerce platform, and has capitalized $ 7,131 7,108 10 5,750 500 605 604 For the three months ended March 31, 2023 and 2022, the Company amortized $ 538 0 Capitalized software development costs, net consisted of the following: SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS March 31, 2023 December 31, 2022 Beginning balance $ 6,176 $ 4,348 Additions 23 2,760 Amortization (538 ) (932 ) Ending balance $ 5,661 $ 6,176 The expected future amortization expense for capitalized software development costs as of March 31, 2023, is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year ending Amortization 2023 remaining $ 1,783 2024 2,377 2025 1,445 2026 56 Total amortization $ 5,661 Option to Acquire Primary Contractor In August 2021, the Company entered into a term sheet that provided the Company the option to purchase the Primary Contractor provided certain conditions are met. In November 2021, the Company exercised this option. The Company and the Primary Contractor subsequently reached an agreement-in-principle on the terms for the Company’s acquisition of the Primary Contractor, the final consummation of which is subject to the execution of a share purchase agreement (the “SPA”) and the completion of an audit of the Primary Contractor that is satisfactory to the Company (the “Primary Contractor Audit”), as well as the fulfillment by the Primary Contractor of certain other conditions set forth in the term sheet. The term sheet stipulates that if the Company had entered into the SPA and the Primary Contractor had the Primary Contractor Audit successfully completed prior to May 22, 2022 (or a subsequent mutually agreed upon date) and the Company thereafter determines not to consummate the acquisition of the Primary Contractor, the Company would have been liable for a $ 1,000 the purchase price for the Primary Contractor would have been $12,000, which could be paid in cash and/or stock, although the final terms of the acquisition if pursued will be set forth in the final executed SPA |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | 4. GOODWILL AND INTANGIBLE ASSETS Goodwill In December 2022, after performing the quantitative impairment test in accordance with ASC 350-20-35-3C, the Company determined that goodwill was impaired by $ 10,183 9,581 The Company did no Intangible assets Intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, 2023 December 31, 2022 Amortizable finite-lived intangible assets $ 1,499 $ 1,499 Accumulated amortization (737 ) (666 ) Intangible assets, net $ 762 $ 833 Amortizable finite-lived intangible assets are being amortized over a period of 3 5 71 366 In December 2022, the Company recorded an impairment loss of $ 440 2 0 The expected future amortization expense for amortizable finite-lived intangible assets as of March 31, 2023 is as follows: SCHEDULE OF AMORTIZATION EXPENSE FINITE LIVED INTANGIBLE ASSETS Year ending Amortization 2023 remaining $ 240 2024 308 2025 214 Total amortization $ 762 |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Operating Leases | |
OPERATING LEASES | 5. OPERATING LEASES The components of lease expense and supplemental cash flow information related to leases for the period are as follows: SCHEDULE OF LEASE COST 2023 2022 Three Months Ended March 31, 2023 2022 Lease cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) $ 122 $ 107 Other information Cash paid for amounts included in the measurement of lease liabilities $ 150 $ 171 Weighted average remaining lease term – operating leases (in years) 3.73 5.17 Weighted average discount rate – operating leases 4.2 % 4.0 % SCHEDULE OF OPERATING LEASES March 31, 2023 December 31, 2022 Operating leases Right-of-use assets $ 1,371 $ 1,473 Short-term operating lease liabilities $ 447 $ 476 Long-term operating lease liabilities 1,481 1,581 Total operating lease liabilities $ 1,928 $ 2,057 SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES Year ending Operating Leases 2023 remaining 432 2024 472 2025 484 2026 496 2027 and thereafter 209 Total lease payments 2,093 Less: Imputed interest/present value discount (165 ) Present value of lease liabilities $ 1,928 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 and December 31, 2022: SCHEDULE OF ADVANCES ON FUTURE RECEIPTS Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2023 Balance at December 31, 2022 Note 1 August 25, 2022 May 11, 2023 26 % $ 3,400 $ - $ 1,782 Note 2 October 25, 2022 April 26, 2023 30 % 322 - 207 Note 3 February 16, 2023 December 14, 2023 35 % 2,108 1,811 - Total $ 5,830 1,811 1,989 Debt discount (424 ) (311 ) Debt issuance costs (66 ) (37 ) Net $ 1,321 $ 1,641 Note 1 On August 25, 2022, the Company received secured advances from an unaffiliated third party totaling $ 2,500 3,400 900 100 1,782 267 30 643 155 17 112 13 Note 2 On October 25, 2022, the Company received secured advances from an unaffiliated third party totaling $ 225 322 97 16 207 44 7 86 28 4 16 3 Note 3 On February 16, 2023, the Company modified and combined the unpaid balances of the previous two advances (see Notes 1 and 2 above) with a new advance from the same third party totaling $ 1,550 2,108 558 290 87 297 134 21 1,811 424 66 |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Notes Payable And Notes Payable | |
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 7. CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE The Company has the following outstanding notes payable as of March 31, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE RELATED PARTIES Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2023 Balance at December 31, 2022 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 Convertible Notes Due 2023 (D) January 12, 2022 January 12, 2023 6.0 % 6,300 - 1,350 Promissory note payable (E) November 7, 2022 May 7, 2024 9.0 % 5,470 5,470 5,470 Debt discount (323 ) (408 ) Debt issuance costs (240 ) (309 ) Total notes payable 5,822 7,018 Non-current (150 ) (1,215 ) Current $ 5,672 $ 5,803 (A) On December 1, 2015, the Company issued a convertible note payable to Mr. Cutaia, the Company’s Chief Executive Officer and a director, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 19, 2021, the Company amended the note to allow for conversion of the note at any time at the discretion of the holder at a fixed conversion price of $ 41.20 April 1, 2023 833 811 (B) On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 41.20 46 45 (C) On May 15, 2020, the Company executed an unsecured loan with the SBA under the Economic Injury Disaster Loan program in the amount of $ 150 350 150 (D) On January 12, 2022, the Company entered into a securities purchase agreement (the “January Note Purchase Agreement”) with three institutional investors (collectively, the “January Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $ 6,300 15 The Company received $ 6,000 6.0 5.0 120.00 In connection with the January Note Offering, the Company paid $ 461 300 6 10 As of December 31, 2022, the outstanding principal balance of the Notes amounted to $ 1,350 (E) On November 7, 2022, the Company entered into a note purchase agreement (the “November Note Purchase Agreement”) and promissory note with an institutional investor (the “November Note Holder”) providing for the sale and issuance of an unsecured, non-convertible promissory note in the original principal amount of $ 5,470 470 5,000 The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. In connection with the November Note Offering, the Company incurred $ 335 450 402 299 79 59 323 240 As of March 31, 2023, the outstanding balance of the November Notes amounted to $ 5,470 On May 16, 2023, the Company received a redemption notice under the terms of the November Note Purchase Agreement for $300 The following table provides a breakdown of interest expense: SCHEDULE OF INTEREST EXPENSE 2023 2022 Three Months Ended March 31, 2023 2022 Interest expense – amortization of debt discount $ 402 $ 536 Interest expense – amortization of debt issuance costs 112 113 Interest expense – other 315 107 Total interest expense $ 829 $ 756 Total interest expense for notes payable to related parties (see Notes A and B above) was $ 23 23 0 0 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Stock Price $ 4.80 $ 6.40 Exercise Price $ 8.00 $ 13.60 Expected Life 1.74 1.98 Volatility 124 % 107 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 4.29 % 4.41 % Total Fair Value $ 214 $ 222 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. During the three months ended March 31, 2023, the Company recorded income of $ 8 214 During the three months ended March 31, 2022, the Company recorded income of $ 1,138 The details of derivative liability transactions for the three months ended March 31, 2023 and 2022 are as follows: SCHEDULE OF DERIVATIVE LIABILITY TRANSACTION 2023 2022 Three Months Ended March 31, 2023 2022 Beginning balance $ 222 $ 3,155 Change in fair value (8 ) (1,138 ) Ending balance $ 214 $ 2,017 |
COMMON STOCK
COMMON STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
COMMON STOCK | 9. COMMON STOCK The Company’s common stock activity for the three months ended March 31, 2023 is as follows: Common Stock Shares Issued as Part of Public Offering On January 24, 2023, the Company entered into an underwriting agreement with Aegis relating to the offering, issuance and sale of 901,275 8.00 6,578 13.60 8.00 Shares Issued for Services During the three months ended March 31, 2023, the Company issued 49,596 Termination of Equity Line of Credit Agreement On January 26, 2023, the Company terminated the January Purchase Agreement dated January 12, 2022, which provided for the sale by the Company of up to $ 50,000 Issuances of Stock Options During the three months ended March 31, 2023, the Company granted stock options to board members to purchase a total of 8,090 9.20 66 |
RESTRICTED STOCK UNITS
RESTRICTED STOCK UNITS | 3 Months Ended |
Mar. 31, 2023 | |
Restricted Stock Units | |
RESTRICTED STOCK UNITS | 10. RESTRICTED STOCK UNITS A summary of restricted stock unit activity for the three months ended March 31, 2023 is presented below. SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY Weighted- Average Grant Date Shares Fair Value Non-vested at January 1, 2023 89,898 $ 29.04 Granted 7 8.80 Vested/deemed vested (49,596 ) 15.63 Forfeited (15,012 ) 40.70 Non-vested at March 31, 2023 25,297 $ 48.41 The total fair value of restricted stock units that vested or deemed vested during the three months ended March 31, 2023 was $ 775 536 1,052 |
STOCK OPTIONS
STOCK OPTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 11. STOCK OPTIONS A summary of option activity for the three months ended March 31, 2023 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, 2023 139,054 $ 52.11 3.37 $ - Granted 8,090 9.20 - - Forfeited (16,070 ) 52.46 - - Exercised - - - - Outstanding at March 31, 2023 131,074 $ 49.42 3.17 $ - Vested March 31, 2023 80,690 $ 52.40 $ - Exercisable at March 31, 2023 80,690 $ 52.40 $ - At March 31, 2023, the intrinsic value of the outstanding options was $ 0 During the three months ended March 31, 2023, the Company granted stock options to board members to purchase a total of 8,090 9.20 per share, expire in five years, and vested on the grant date. The total fair value of these options at grant date was $ 66 using the Black-Scholes Option Pricing model. The total stock compensation expense recognized relating to the vesting of stock options for the three months ended March 31, 2023 amounted to $ 367 . As of March 31, 2023, the total unrecognized share-based compensation expense was $ 1,815 , which is expected to be recognized as part of operating expense through December 2025. 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, 2023 2022 Risk-free interest rate 1.24 4.27 % 1.24 2.10 % Average expected term 5 5 Expected volatility 155.85 % 149.53 % 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, 2023 | |
Stock Warrants | |
STOCK WARRANTS | 12. STOCK WARRANTS The Company has the following warrants outstanding as of March 31, 2023, all of which are exercisable: SCHEDULE OF WARRANTS OUTSTANDING Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2023 952,638 $ 37.60 3.56 $ - Granted - - - - Forfeited (834 ) 13.60 - - Exercised - - - - Outstanding at March 31, 2023, all vested 951,804 $ 32.80 2.93 $ - At March 31, 2023 the intrinsic value of the outstanding warrants was $ 0 On January 24, 2023, the Company entered into an underwriting agreement with Aegis relating to the January 2023 offering, issuance and sale of 901,275 8.00 13.60 8.00 164 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
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 On March 1, 2023, BH and the Company entered into an out of court settlement and the Company agreed to pay $25 on execution of the settlement agreement and $6.25 per month over a period of 12 months with a total settlement amount of $100. The total settlement amount was accrued by the Company as of March 31, 2023. c. Dispute with Warrant Holder The Company is currently in a dispute with Iroquois Capital Investment Group LLC and Iroquois Master Fund, Ltd (collectively, “Iroquois”) relating to a securities purchase agreement (the “SPA”) entered between the Company, Iroquois and certain other investors. The Company filed a complaint in the Supreme Court of New York for the County of New York on April 6, 2022, styled Verb Technology Company, Inc. v. Iroquois Capital Investment Group LLC, et al 1,500 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 $ 357 Total board fees expensed during the three months ended March 31, 2023 was $ 75 282 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 22, 2023, 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. Redemption of Series B Redeemable Preferred Stock On April 20, 2023, the Company redeemed the Preferred Stock for $ 5 Reverse Stock Split At a Special Meeting of Stockholders on April 10, 2023, the stockholders of the Company approved a Certificate of Amendment to the Articles of Incorporation of the Company to increase its authorized common stock from 200,000,000 400,000,000 reverse stock split of its outstanding shares of common stock at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-forty (1-for-40) split. On April 18, 2023, we implemented the 1-for-40 reverse stock split (the “Reverse Stock Split”) of our common stock. Our common stock commenced trading on a post- reverse stock split basis on April 19, 2023. As a result of the Reverse Stock Split, every forty (40) shares of our pre-Reverse Stock Split common stock were combined and reclassified into one share of our common stock. Equity Incentive Plan At the Special Meeting of Stockholders, the stockholders of the Company approved an amendment to the Company’s 2019 Incentive Compensation Plan to increase the number of shares authorized under the plan by 15,000,000 Notes Payable Pursuant to the terms of the November Note Purchase Agreement, on May 16, 2023, the Company received a redemption notice for $ 300 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 filed with the SEC on April 17, 2023 (the “2022 Annual Report”). The consolidated balance sheet as of December 31, 2022 included herein was derived from the audited consolidated financial statements as of that date. On April 18, 2023, we implemented a 1-for-40 reverse stock split (the “Reverse Stock Split”) of our common stock, $ 0.0001 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 year presentation within the consolidated balance sheets as of March 31, 2023 and December 31, 2022. |
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 the Company generates from non-app, non-digital sources through ancillary services provided as an accommodation to clients and customers. These services include design, printing, fulfillment and shipping services. The revenue is recognized upon completion and shipment of products or fulfillment to customers. Effective April 1, 2022, the Company entered into a customer referral agreement with a third party for its cart site and printing business. Under the agreement, the Company earns a 10% commission for customer referrals and 8% on merchandise sales and certain cart site design fees, all of which are recognized as non-digital revenue on a net basis. Revenues during the three months ended March 31, 2023 and 2022 were substantially all generated from clients and customers located within the United States of America, though some utilize the Company’s applications outside 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. The following table provides information about contract liabilities from contracts with customers, including significant changes in the contract liabilities balance during the period: SCHEDULE OF CONTRACTUAL LIABILITIES March 31, 2023 December 31, 2022 Beginning balance $ 1,340 $ 986 Increase due to deferral of revenue 971 3,357 Decrease due to recognition of revenue (866 ) (3,003 ) Ending balance $ 1,445 $ 1,340 |
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 amortization. Amortization begins once the project has been completed and is ready for its intended use. The Company will amortize 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. Amortization expense related to capitalized software development costs are recorded in depreciation and amortization in the consolidated statements of operations. |
Intangible Assets | Intangible Assets The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. The finite-lived intangible assets consist of developed technology and customer contracts. Indefinite-lived intangible assets consist of domain names. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of five years. The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations. In December 2022, the Company recorded an impairment loss of $ 440 2 0 The Company did no |
Goodwill | Goodwill In accordance with FASB ASC 350, Intangibles-Goodwill and Other The Company’s annual impairment analysis includes a qualitative assessment to determine if it is necessary to perform the quantitative impairment test. In performing a qualitative assessment, the Company reviewed events and circumstances that could affect the significant inputs used to determine if the fair value is less than the carrying value of goodwill. As a result of this qualitative assessment, the Company determined that a triggering event had occurred to necessitate performing the quantitative impairment test. After performing the quantitative impairment test at December 31, 2022 in accordance with ASC 350-20-35-3C, the Company determined that goodwill was impaired by $ 10,183 9,581 The Company did not record any impairment charges related to goodwill during the three months ended March 31, 2023. Series B Redeemable Preferred Stock On February 17, 2023, the Company entered into a subscription agreement with Rory J. Cutaia, its Chief Executive Officer, pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series B Preferred Stock, par value $ 0.0001 5 The Certificate of Designation setting for the rights and preferences of the Series B Preferred Stock provides that the holder of the Series B Preferred Stock will have 700,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company The Series B Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series B Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Series B Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Series B Preferred Stock shall be redeemed in whole, but not in part, at any time (i) if such redemption is ordered by the Board of Directors in its sole discretion or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation implementing a reverse stock split and the increase in authorized shares of common stock of the Company. See Note 14 – Subsequent Events. |
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, 2023, and 2022, the Company had total outstanding options of 131,074 146,941 951,804 274,619 25,297 55,288 0 53,183 120.00 21,319 19,102 41.20 |
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. The details of these significant customers and vendors are presented in the following table for the three months ended March 31, 2023 and 2022: SCHEDULE OF CONCENTRATION RISK Three Months Ended March 31, 2023 2022 The Company’s largest customers are presented below as a percentage of the aggregate Revenues and Accounts receivable No customers individually over 10 No customers individually over 10 The Company’s largest vendors are presented below as a percentage of the aggregate Purchases One vendor that accounted for 28 One vendor that accounted for 33 During the three months ended March 31, 2023 and 2022, we had no customers that accounted for 10 |
Supplemental Cash Flow Information | Supplemental Cash Flow Information SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Three Months Ended March 31, 2023 2022 Supplemental disclosures of cash flow information: Supplemental disclosures of cash flow information: Cash paid for interest $ 227 $ - Cash paid for income taxes $ 1 $ - Supplemental disclosure of non-cash investing and financing activities: Fair value of common shares issued to settle accrued expenses $ - $ 350 Discount recognized from advances on future receipts 558 - Accrued software development costs 113 1,675 Accrued share-based compensation 50 - 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 June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). 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 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, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONTRACTUAL LIABILITIES | The following table provides information about contract liabilities from contracts with customers, including significant changes in the contract liabilities balance during the period: SCHEDULE OF CONTRACTUAL LIABILITIES March 31, 2023 December 31, 2022 Beginning balance $ 1,340 $ 986 Increase due to deferral of revenue 971 3,357 Decrease due to recognition of revenue (866 ) (3,003 ) Ending balance $ 1,445 $ 1,340 |
SCHEDULE OF CONCENTRATION RISK | SCHEDULE OF CONCENTRATION RISK Three Months Ended March 31, 2023 2022 The Company’s largest customers are presented below as a percentage of the aggregate Revenues and Accounts receivable No customers individually over 10 No customers individually over 10 The Company’s largest vendors are presented below as a percentage of the aggregate Purchases One vendor that accounted for 28 One vendor that accounted for 33 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION | SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION Three Months Ended March 31, 2023 2022 Supplemental disclosures of cash flow information: Supplemental disclosures of cash flow information: Cash paid for interest $ 227 $ - Cash paid for income taxes $ 1 $ - Supplemental disclosure of non-cash investing and financing activities: Fair value of common shares issued to settle accrued expenses $ - $ 350 Discount recognized from advances on future receipts 558 - Accrued software development costs 113 1,675 Accrued share-based compensation 50 - 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 |
CAPITALIZED SOFTWARE DEVELOPM_2
CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Research and Development [Abstract] | |
SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS | Capitalized software development costs, net consisted of the following: SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS March 31, 2023 December 31, 2022 Beginning balance $ 6,176 $ 4,348 Additions 23 2,760 Amortization (538 ) (932 ) Ending balance $ 5,661 $ 6,176 |
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE | The expected future amortization expense for capitalized software development costs as of March 31, 2023, is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year ending Amortization 2023 remaining $ 1,783 2024 2,377 2025 1,445 2026 56 Total amortization $ 5,661 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets, net consisted of the following: SCHEDULE OF INTANGIBLE ASSETS March 31, 2023 December 31, 2022 Amortizable finite-lived intangible assets $ 1,499 $ 1,499 Accumulated amortization (737 ) (666 ) Intangible assets, net $ 762 $ 833 |
SCHEDULE OF AMORTIZATION EXPENSE FINITE LIVED INTANGIBLE ASSETS | The expected future amortization expense for amortizable finite-lived intangible assets as of March 31, 2023 is as follows: SCHEDULE OF AMORTIZATION EXPENSE FINITE LIVED INTANGIBLE ASSETS Year ending Amortization 2023 remaining $ 240 2024 308 2025 214 Total amortization $ 762 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 Three Months Ended March 31, 2023 2022 Lease cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) $ 122 $ 107 Other information Cash paid for amounts included in the measurement of lease liabilities $ 150 $ 171 Weighted average remaining lease term – operating leases (in years) 3.73 5.17 Weighted average discount rate – operating leases 4.2 % 4.0 % |
SCHEDULE OF OPERATING LEASES | SCHEDULE OF OPERATING LEASES March 31, 2023 December 31, 2022 Operating leases Right-of-use assets $ 1,371 $ 1,473 Short-term operating lease liabilities $ 447 $ 476 Long-term operating lease liabilities 1,481 1,581 Total operating lease liabilities $ 1,928 $ 2,057 |
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES | SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES Year ending Operating Leases 2023 remaining 432 2024 472 2025 484 2026 496 2027 and thereafter 209 Total lease payments 2,093 Less: Imputed interest/present value discount (165 ) Present value of lease liabilities $ 1,928 |
ADVANCES ON FUTURE RECEIPTS (Ta
ADVANCES ON FUTURE RECEIPTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF ADVANCES ON FUTURE RECEIPTS | The Company has the following advances on future receipts as of March 31, 2023 and December 31, 2022: SCHEDULE OF ADVANCES ON FUTURE RECEIPTS Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2023 Balance at December 31, 2022 Note 1 August 25, 2022 May 11, 2023 26 % $ 3,400 $ - $ 1,782 Note 2 October 25, 2022 April 26, 2023 30 % 322 - 207 Note 3 February 16, 2023 December 14, 2023 35 % 2,108 1,811 - Total $ 5,830 1,811 1,989 Debt discount (424 ) (311 ) Debt issuance costs (66 ) (37 ) Net $ 1,321 $ 1,641 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Notes Payable And Notes Payable | |
SCHEDULE OF NOTES PAYABLE RELATED PARTIES | The Company has the following outstanding notes payable as of March 31, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE RELATED PARTIES Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at March 31, 2023 Balance at December 31, 2022 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 Convertible Notes Due 2023 (D) January 12, 2022 January 12, 2023 6.0 % 6,300 - 1,350 Promissory note payable (E) November 7, 2022 May 7, 2024 9.0 % 5,470 5,470 5,470 Debt discount (323 ) (408 ) Debt issuance costs (240 ) (309 ) Total notes payable 5,822 7,018 Non-current (150 ) (1,215 ) Current $ 5,672 $ 5,803 (A) On December 1, 2015, the Company issued a convertible note payable to Mr. Cutaia, the Company’s Chief Executive Officer and a director, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 19, 2021, the Company amended the note to allow for conversion of the note at any time at the discretion of the holder at a fixed conversion price of $ 41.20 April 1, 2023 833 811 (B) On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 41.20 46 45 (C) On May 15, 2020, the Company executed an unsecured loan with the SBA under the Economic Injury Disaster Loan program in the amount of $ 150 350 150 (D) On January 12, 2022, the Company entered into a securities purchase agreement (the “January Note Purchase Agreement”) with three institutional investors (collectively, the “January Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $ 6,300 15 The Company received $ 6,000 6.0 5.0 120.00 In connection with the January Note Offering, the Company paid $ 461 300 6 10 As of December 31, 2022, the outstanding principal balance of the Notes amounted to $ 1,350 (E) On November 7, 2022, the Company entered into a note purchase agreement (the “November Note Purchase Agreement”) and promissory note with an institutional investor (the “November Note Holder”) providing for the sale and issuance of an unsecured, non-convertible promissory note in the original principal amount of $ 5,470 470 5,000 The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. In connection with the November Note Offering, the Company incurred $ 335 450 402 299 79 59 323 240 As of March 31, 2023, the outstanding balance of the November Notes amounted to $ 5,470 On May 16, 2023, the Company received a redemption notice under the terms of the November Note Purchase Agreement for $300 |
SCHEDULE OF INTEREST EXPENSE | The following table provides a breakdown of interest expense: SCHEDULE OF INTEREST EXPENSE 2023 2022 Three Months Ended March 31, 2023 2022 Interest expense – amortization of debt discount $ 402 $ 536 Interest expense – amortization of debt issuance costs 112 113 Interest expense – other 315 107 Total interest expense $ 829 $ 756 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023 December 31, 2022 Stock Price $ 4.80 $ 6.40 Exercise Price $ 8.00 $ 13.60 Expected Life 1.74 1.98 Volatility 124 % 107 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 4.29 % 4.41 % Total Fair Value $ 214 $ 222 |
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTION | The details of derivative liability transactions for the three months ended March 31, 2023 and 2022 are as follows: SCHEDULE OF DERIVATIVE LIABILITY TRANSACTION 2023 2022 Three Months Ended March 31, 2023 2022 Beginning balance $ 222 $ 3,155 Change in fair value (8 ) (1,138 ) Ending balance $ 214 $ 2,017 |
RESTRICTED STOCK UNITS (Tables)
RESTRICTED STOCK UNITS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restricted Stock Units | |
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY | A summary of restricted stock unit activity for the three months ended March 31, 2023 is presented below. SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY Weighted- Average Grant Date Shares Fair Value Non-vested at January 1, 2023 89,898 $ 29.04 Granted 7 8.80 Vested/deemed vested (49,596 ) 15.63 Forfeited (15,012 ) 40.70 Non-vested at March 31, 2023 25,297 $ 48.41 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of option activity for the three months ended March 31, 2023 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, 2023 139,054 $ 52.11 3.37 $ - Granted 8,090 9.20 - - Forfeited (16,070 ) 52.46 - - Exercised - - - - Outstanding at March 31, 2023 131,074 $ 49.42 3.17 $ - Vested March 31, 2023 80,690 $ 52.40 $ - Exercisable at March 31, 2023 80,690 $ 52.40 $ - |
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, 2023 2022 Risk-free interest rate 1.24 4.27 % 1.24 2.10 % Average expected term 5 5 Expected volatility 155.85 % 149.53 % Expected dividend yield - - |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stock Warrants | |
SCHEDULE OF WARRANTS OUTSTANDING | The Company has the following warrants outstanding as of March 31, 2023, all of which are exercisable: SCHEDULE OF WARRANTS OUTSTANDING Warrants Weighted- Weighted- Aggregate Outstanding at January 1, 2023 952,638 $ 37.60 3.56 $ - Granted - - - - Forfeited (834 ) 13.60 - - Exercised - - - - Outstanding at March 31, 2023, all vested 951,804 $ 32.80 2.93 $ - |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Feb. 16, 2023 | Nov. 07, 2022 | May 16, 2023 | Jan. 24, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jan. 26, 2023 | Sep. 30, 2022 | Jan. 12, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Net loss | $ 5,514,000 | $ 6,989,000 | ||||||||
Cash in operations | 2,918,000 | 5,899,000 | ||||||||
Cash | 3,790 | |||||||||
Sale of common stock from public offering, shares | 901,275 | |||||||||
Sale of common stock from public offering | $ 6,578,000 | 6,578,000 | 7,538,000 | |||||||
Net of offering costs | $ 622,000 | |||||||||
Principal amount | $ 1,811,000 | |||||||||
Repayment of debt | 1,026,000 | $ 2,507,000 | ||||||||
Debt discount | 558,000 | |||||||||
Notes payable | 5,822,000 | $ 7,018,000 | ||||||||
Purchase of future receipts and revenues | 2,108 | |||||||||
Payment to related parties | 10,000 | |||||||||
Employee retention credit provisions | 1,528,000 | |||||||||
Payroll tax receivable | 1,528,000 | 1,528,000 | ||||||||
Related Party [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Advances from related party | $ 1,550 | |||||||||
U.S. Small Business Administration [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Loan payable | $ 350,000 | |||||||||
Securities Purchase Agreement [Member] | January Note Holders [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal amount | 357,000 | $ 1,350,000 | $ 6,300,000 | |||||||
Repayment of debt | $ 4,950,000 | |||||||||
Accrued interest | $ 208,000 | |||||||||
Note Purchase Agreement [Member] | Promissory Note [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Redemption amount | $ 300,000 | |||||||||
Note Purchase Agreement [Member] | Institutional Investor [Member] | Promissory Note [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Principal amount | $ 5,470,000 | |||||||||
Debt discount | 470,000 | |||||||||
Debt gross proceeds | $ 5,000,000 | |||||||||
Debt instrument, description | The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. | |||||||||
Notes payable | $ 5,470,000 |
SCHEDULE OF CONTRACTUAL LIABILI
SCHEDULE OF CONTRACTUAL LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Beginning balance | $ 1,340 | $ 986 |
Increase due to deferral of revenue | 971 | 3,357 |
Decrease due to recognition of revenue | (866) | (3,003) |
Ending balance | $ 1,445 | $ 1,340 |
SCHEDULE OF CONCENTRATION RISK
SCHEDULE OF CONCENTRATION RISK (Details) - Supplier Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues and Accounts Receivables [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Purchases | 10% | 10% |
Purchase [Member] | One Vendor [Member] | ||
Product Information [Line Items] | ||
Purchases | 28% | 33% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 227 | |
Cash paid for income taxes | 1 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value of common shares issued to settle accrued expenses | 350 | |
Discount recognized from advances on future receipts | 558 | |
Accrued software development costs | 113 | 1,675 |
Accrued share-based compensation | 50 | |
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 ($) | 3 Months Ended | 12 Months Ended | |||||
Feb. 17, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2020 | Apr. 20, 2023 | Apr. 18, 2023 | |
Product Information [Line Items] | |||||||
Common Stock par value | $ 0.0001 | $ 0.0001 | |||||
Impairment charges | $ 0 | ||||||
Decrease in indefinite lived intangible assets | $ 0 | ||||||
Goodwill impaired | 10,183,000 | ||||||
Decrease in goodwill | 9,581,000 | ||||||
Cash | 3,790 | ||||||
FDIC Insured Amount | $ 250,000 | ||||||
Revenues, percentage | 10% | 10% | |||||
Related Party [Member] | |||||||
Product Information [Line Items] | |||||||
Debt converted instrument, amount | 21,319 | 19,102 | |||||
Debt converted instrument, price per share | $ 41.20 | $ 41.20 | |||||
Convertible Notes Due 2023 [Member] | |||||||
Product Information [Line Items] | |||||||
Debt converted instrument, amount | 0 | 53,183 | |||||
Debt converted instrument, price per share | $ 120 | $ 120 | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Product Information [Line Items] | |||||||
Stock option outstanding shares | 131,074 | 146,941 | |||||
Warrant [Member] | |||||||
Product Information [Line Items] | |||||||
Warrant outstanding shares | 951,804 | 274,619 | |||||
Restricted Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Restricted stock units | 25,297 | 55,288 | |||||
Series B Preferred Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Temporary equity par value | $ 0.0001 | ||||||
Cash | $ 5,000 | ||||||
Voting rights | The Certificate of Designation setting for the rights and preferences of the Series B Preferred Stock provides that the holder of the Series B Preferred Stock will have 700,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company | ||||||
Sound Concepts [Member] | |||||||
Product Information [Line Items] | |||||||
Impairment charges | $ 440,000 | ||||||
Solofire [Member] | |||||||
Product Information [Line Items] | |||||||
Impairment charges | $ 2,000 | ||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Cash | $ 5,000 | ||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||
Product Information [Line Items] | |||||||
Common Stock par value | $ 0.0001 |
SCHEDULE OF CAPITALIZED SOFTWAR
SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Research and Development [Abstract] | ||
Beginning balance | $ 6,176 | $ 4,348 |
Additions | 23 | 2,760 |
Amortization | (538) | (932) |
Ending balance | $ 5,661 | $ 6,176 |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Research and Development [Abstract] | |
2023 remaining | $ 1,783 |
2024 | 2,377 |
2025 | 1,445 |
2026 | 56 |
Total amortization | $ 5,661 |
CAPITALIZED SOFTWARE DEVELOPM_3
CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2021 | Aug. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Apr. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Accrued other capitalized software development costs | $ 605 | $ 604 | ||||
Amortization expense of software development costs | 538 | 932 | ||||
Break up fee payable | $ 1,000 | |||||
Consideration transfer assumption, description | the purchase price for the Primary Contractor would have been $12,000, which could be paid in cash and/or stock, although the final terms of the acquisition if pursued will be set forth in the final executed SPA | |||||
Primary Contractor [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Accrued bonuses current | $ 500 | |||||
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 | 7,131 | $ 7,108 | ||||
License fee | $ 5,750 | |||||
Software Development [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Amortization expense of software development costs | $ 538 | $ 0 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortizable finite-lived intangible assets | $ 1,499 | $ 1,499 |
Accumulated amortization | (737) | (666) |
Intangible assets, net | $ 762 | $ 833 |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSE FINITE LIVED INTANGIBLE ASSETS (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 remaining | $ 240 |
2024 | 308 |
2025 | 214 |
Total amortization | $ 762 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impaired | $ 10,183,000 | $ 0 | |||
Decrease in goodwill | 9,581,000 | ||||
Amortization expense | $ 71,000 | $ 366,000 | |||
Impairment loss indefinite-lived intangible assets | $ 0 | ||||
Impairment loss indefinite-lived intangible assets reduced | $ 0 | ||||
Sound Concepts Acquisition [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment loss indefinite-lived intangible assets | $ 440,000 | ||||
Solofire Acquisition [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment loss indefinite-lived intangible assets | $ 2,000 | ||||
Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortizable finite-lived identifiable intangible assets, term | 3 years | ||||
Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortizable finite-lived identifiable intangible assets, term | 5 years |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 150 | $ 171 |
Weighted average remaining lease term - operating leases (in years) | 3 years 8 months 23 days | 5 years 2 months 1 day |
Weighted average discount rate - operating leases | 4.20% | 4% |
General and Administrative Expense [Member] | ||
Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) | $ 122 | $ 107 |
SCHEDULE OF OPERATING LEASES (D
SCHEDULE OF OPERATING LEASES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Right-of-use assets | $ 1,371 | $ 1,473 |
Short-term operating lease liabilities | 447 | 476 |
Long-term operating lease liabilities | 1,481 | 1,581 |
Total operating lease liabilities | $ 1,928 | $ 2,057 |
SCHEDULE OF PRESENT VALUE OF LE
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 remaining | $ 432 | |
2024 | 472 | |
2025 | 484 | |
2026 | 496 | |
2027 and thereafter | 209 | |
Total lease payments | 2,093 | |
Less: Imputed interest/present value discount | (165) | |
Present value of lease liabilities | $ 1,928 | $ 2,057 |
SCHEDULE OF ADVANCES ON FUTURE
SCHEDULE OF ADVANCES ON FUTURE RECEIPTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Original Borrowing | $ 5,830 | ||
Total | 1,811 | $ 1,989 | |
Debt discount | (424) | (311) | |
Debt issuance costs | (66) | (37) | |
Net | $ 1,321 | 1,641 | |
Note One [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | [1] | Dec. 01, 2015 | |
Maturity Date | [1] | Apr. 01, 2023 | |
Interest Rate | [1] | 12% | |
Note One [Member] | Advance on Future Receipts [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | Aug. 25, 2022 | ||
Maturity Date | May 11, 2023 | ||
Interest Rate | 26% | ||
Original Borrowing | $ 3,400 | ||
Total | 1,782 | ||
Note Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | [2] | Apr. 04, 2016 | |
Maturity Date | [2] | Jun. 04, 2021 | |
Interest Rate | [2] | 12% | |
Note Two [Member] | Advance on Future Receipts [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | Oct. 25, 2022 | ||
Maturity Date | Apr. 26, 2023 | ||
Interest Rate | 30% | ||
Original Borrowing | $ 322 | ||
Total | 207 | ||
Note Three [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | [3] | May 15, 2020 | |
Maturity Date | [3] | May 15, 2050 | |
Interest Rate | [3] | 3.75% | |
Note Three [Member] | Advance on Future Receipts [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date | Feb. 16, 2023 | ||
Maturity Date | Dec. 14, 2023 | ||
Interest Rate | 35% | ||
Original Borrowing | $ 2,108 | ||
Total | $ 1,811 | ||
[1]On December 1, 2015, the Company issued a convertible note payable to Mr. Cutaia, the Company’s Chief Executive Officer and a director, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 19, 2021, the Company amended the note to allow for conversion of the note at any time at the discretion of the holder at a fixed conversion price of $ 41.20 April 1, 2023 833 811 343 41.20 46 45 150 350 150 |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Feb. 16, 2023 | Oct. 25, 2022 | Aug. 25, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||||||
Face amount | $ 1,811 | ||||||
Amortization of debt discount | $ 402 | $ 536 | |||||
Payment of debt issuance cost | 87 | 365 | |||||
Debt outstanding | 1,811 | $ 1,989 | |||||
Unamortized debt discount | 424 | 311 | |||||
Debt issuance cost | 66 | 37 | |||||
Amortization of debt issuance cost | 112 | 113 | |||||
Received advances on future receipts | 290 | ||||||
Note Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument face amount | [1] | 343 | |||||
Note One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument face amount | [2] | 1,249 | |||||
Note Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt instrument face amount | [3] | 150 | |||||
Unaffiliated Third Party [Member] | Note Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Face amount | $ 225 | $ 2,500 | |||||
Purchase of future receipts | 322 | ||||||
Amortization of debt discount | 97 | 28 | |||||
Payment of debt issuance cost | $ 16 | ||||||
Debt outstanding | 207 | ||||||
Unamortized debt discount | 16 | 44 | |||||
Debt issuance cost | 3 | 7 | |||||
Debt instrument face amount | 86 | ||||||
Amortization of debt issuance cost | 4 | ||||||
Unaffiliated Third Party [Member] | Note One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Purchase of future receipts | 3,400 | ||||||
Amortization of debt discount | 900 | 155 | |||||
Payment of debt issuance cost | $ 100 | ||||||
Debt outstanding | $ 1,782 | ||||||
Unamortized debt discount | 112 | 267 | |||||
Debt issuance cost | 13 | 30 | |||||
Debt instrument face amount | 643 | ||||||
Amortization of debt issuance cost | 17 | ||||||
Unaffiliated Third Party [Member] | Note Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Face amount | 1,550 | ||||||
Purchase of future receipts | 2,108 | ||||||
Amortization of debt discount | 558 | 134 | |||||
Payment of debt issuance cost | 87 | 297 | |||||
Debt outstanding | 1,811 | ||||||
Unamortized debt discount | 424 | ||||||
Debt issuance cost | 66 | ||||||
Amortization of debt issuance cost | $ 21 | ||||||
Received advances on future receipts | $ 290 | ||||||
[1]On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 41.20 46 45 41.20 April 1, 2023 833 811 150 350 150 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
May 16, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jan. 12, 2022 | |||
Short-Term Debt [Line Items] | |||||||
Notes payable | $ 5,822 | $ 7,018 | |||||
Debt discount | [1] | (323) | (408) | ||||
Debt issuance costs | [1] | (240) | (309) | ||||
Non-current | (150) | (1,215) | |||||
Current | 5,672 | 5,803 | |||||
Amortization of debt discount | 402 | $ 536 | |||||
Amortization of debt issuance costs | $ 112 | $ 113 | |||||
Redemption description | On May 16, 2023, the Company received a redemption notice under the terms of the November Note Purchase Agreement for $300 | ||||||
Note One [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance Date | [2] | Dec. 01, 2015 | |||||
Maturity Date | [2] | Apr. 01, 2023 | |||||
Interest Rate | [2] | 12% | |||||
Original Borrowing | [2] | $ 1,249 | |||||
Note One [Member] | Related Party [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | [2] | $ 725 | 725 | ||||
Note Two [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance Date | [3] | Apr. 04, 2016 | |||||
Maturity Date | [3] | Jun. 04, 2021 | |||||
Interest Rate | [3] | 12% | |||||
Original Borrowing | [3] | $ 343 | |||||
Note Two [Member] | Related Party [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | [3] | $ 40 | 40 | ||||
Note Three [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance Date | [1] | May 15, 2020 | |||||
Maturity Date | [1] | May 15, 2050 | |||||
Interest Rate | [1] | 3.75% | |||||
Original Borrowing | [1] | $ 150 | |||||
Notes payable | 150 | 150 | |||||
Note Three [Member] | Related Party [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | [1] | $ 150 | |||||
Note Four [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance Date | [4] | Jan. 12, 2022 | |||||
Maturity Date | [4] | Jan. 12, 2023 | |||||
Interest Rate | 6% | [4] | 6% | ||||
Original Borrowing | [4] | $ 6,300 | |||||
Note Four [Member] | Related Party [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | [4] | 1,350 | |||||
Note Five [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Issuance Date | [5] | Nov. 07, 2022 | |||||
Maturity Date | [5] | May 07, 2024 | |||||
Interest Rate | [5] | 9% | |||||
Original Borrowing | [5] | $ 5,470 | |||||
Notes payable | 5,470 | ||||||
Amortization of debt discount | 79 | ||||||
Amortization of debt issuance costs | 59 | ||||||
Note Five [Member] | Related Party [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Notes payable | [5] | $ 5,470 | $ 5,470 | ||||
[1]On May 15, 2020, the Company executed an unsecured loan with the SBA under the Economic Injury Disaster Loan program in the amount of $ 150 350 150 41.20 April 1, 2023 833 811 343 41.20 46 45 6,300 15 5,470 470 5,000 The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. |
SCHEDULE OF NOTES PAYABLE REL_2
SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||||||||||
Nov. 07, 2022 | Nov. 07, 2022 | May 12, 2022 | Jan. 12, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 16, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | May 15, 2022 | May 19, 2021 | Apr. 04, 2016 | |||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | $ 5,822 | $ 7,018 | ||||||||||||
Principal amount of convertible notes | $ 1,811 | |||||||||||||
Proceeds from notes payable | $ 6,000 | |||||||||||||
Payment of debt issuance costs | 87 | $ 365 | ||||||||||||
Unamortized debt discount | $ 424 | 311 | ||||||||||||
Original issue discount | $ 558 | |||||||||||||
November Note Purchase Agreement [Member] | November Note Holder [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Debt instrument, description | The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. | |||||||||||||
U.S. Small Business Administration [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Loans Payable | $ 350 | |||||||||||||
Note One [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Maturity date | [1] | Apr. 01, 2023 | ||||||||||||
Debt instrument interest rate percentage | [1] | 12% | ||||||||||||
Note One [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | [1] | $ 725 | 725 | |||||||||||
Note One [Member] | Mr Cutaia [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Conversion price | $ 41.20 | |||||||||||||
Maturity date | Apr. 01, 2023 | |||||||||||||
Note One [Member] | Mr Cutaia [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | $ 833 | 811 | ||||||||||||
Note Two [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Maturity date | [2] | Jun. 04, 2021 | ||||||||||||
Debt instrument interest rate percentage | [2] | 12% | ||||||||||||
Note Two [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | [2] | $ 40 | 40 | |||||||||||
Note Two [Member] | Mr Cutaia [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Conversion price | $ 41.20 | |||||||||||||
Convertible notes payable | $ 343 | |||||||||||||
Note Two [Member] | Mr Cutaia [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | $ 46 | 45 | ||||||||||||
Note Three [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Maturity date | [3] | May 15, 2050 | ||||||||||||
Notes payable | $ 150 | 150 | ||||||||||||
Debt instrument interest rate percentage | [3] | 3.75% | ||||||||||||
Note Three [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | [3] | $ 150 | ||||||||||||
Note Three [Member] | Mr Cutaia [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | $ 150 | |||||||||||||
Note Four [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Conversion price | $ 120 | |||||||||||||
Maturity date | [4] | Jan. 12, 2023 | ||||||||||||
Principal amount of convertible notes | $ 6,300 | 1,350 | ||||||||||||
Future debt or equity financings | 15% | |||||||||||||
Proceeds from notes payable | $ 6,000 | |||||||||||||
Debt instrument interest rate percentage | 6% | 6% | [4] | |||||||||||
Debt Instrument discount percentage | 5% | |||||||||||||
Payment of debt issuance costs | $ 461 | |||||||||||||
Amortization of debt discount and issuance cost | $ 300 | |||||||||||||
Unamortized debt discount | 6 | |||||||||||||
Debt issuance costs | 10 | |||||||||||||
Note Four [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | [4] | 1,350 | ||||||||||||
Note Five [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Maturity date | [5] | May 07, 2024 | ||||||||||||
Notes payable | $ 5,470 | |||||||||||||
Principal amount of convertible notes | $ 5,470 | $ 5,470 | ||||||||||||
Debt instrument interest rate percentage | [5] | 9% | ||||||||||||
Payment of debt issuance costs | 335 | |||||||||||||
Amortization of debt discount and issuance cost | 450 | |||||||||||||
Unamortized debt discount | $ 323 | 402 | ||||||||||||
Debt issuance costs | 240 | 299 | ||||||||||||
Original issue discount | 470 | $ 470 | ||||||||||||
Debt gross proceeds | $ 5,000 | |||||||||||||
Note Five [Member] | Related Party [Member] | ||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||
Notes payable | [5] | $ 5,470 | $ 5,470 | |||||||||||
[1]On December 1, 2015, the Company issued a convertible note payable to Mr. Cutaia, the Company’s Chief Executive Officer and a director, to consolidate all loans and advances made by Mr. Cutaia to the Company as of that date. On May 19, 2021, the Company amended the note to allow for conversion of the note at any time at the discretion of the holder at a fixed conversion price of $ 41.20 April 1, 2023 833 811 343 41.20 46 45 150 350 150 6,300 15 5,470 470 5,000 The November Note matures eighteen months following the date of issuance. Commencing six months from the date of issuance, the Company is required to make monthly cash redemption payments in an amount not to exceed $600. The November Note may be repaid in whole or in part prior to the maturity date for a 10% premium. The November Note requires the Company to use up to 20% of the gross proceeds raised from future equity or debt financings, or the sale of any subsidiary or material asset, to prepay the November Note, subject to a $2,000 cap on the aggregate prepayment amount. |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Convertible Notes Payable And Notes Payable | ||
Interest expense – amortization of debt discount | $ 402 | $ 536 |
Interest expense – amortization of debt issuance costs | 112 | 113 |
Interest expense – other | 315 | 107 |
Total interest expense | $ 829 | $ 756 |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Interest paid to related party | $ 829 | $ 756 |
Notes payable [Member] | ||
Related Party Transaction [Line Items] | ||
Interest paid to related party | 0 | 0 |
Related Party [Member] | Notes payable [Member] | ||
Related Party Transaction [Line Items] | ||
Interest paid to related party | $ 23 | $ 23 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY USING BINOMIAL PRICING MODEL ASSUMPTIONS (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ | $ 214 | $ 222 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.80 | 6.40 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 8 | 13.60 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input, term | 1 year 8 months 26 days | 1 year 11 months 23 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 124 | 107 |
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 | 4.29 | 4.41 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance | $ 222 | $ 3,155 |
Change in fair value | (8) | (1,138) |
Ending balance | $ 214 | $ 2,017 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Change in fair value of derivative liability | $ 8 | $ 1,138 | |
Fair value of derivative liability | $ 214 | $ 222 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Jan. 26, 2023 | Jan. 24, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Offering issuance sale | 901,275 | |||
Offering price | $ 8 | |||
Proceeds from sale of common stock | $ 6,578 | $ 6,578 | $ 7,538 | |
Warrant exercise price per share | $ 13.60 | |||
Warrant exercise price decreased | $ 8 | |||
Equity Option [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of shares forfeited restricted stock units | 8,090 | |||
Options exercise price | $ 9.20 | |||
Grant fair value of options | $ 66 | |||
Maximum [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Offering issuance sale, value | $ 50,000 | |||
Common Stock [Member] | Officers And Employees [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Shares issued | 49,596 |
SUMMARY OF RESTRICTED STOCK AWA
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Restricted Stock Units | |
Number of Non-vested Shares, Outstanding Beginning | shares | 89,898 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 29.04 |
Shares, Granted | shares | 7 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 8.80 |
Shares, Vested/deemed vested | shares | (49,596) |
Weighted Average Grant Date Fair Value, Vested/deemed vested | $ / shares | $ 15.63 |
Shares, Forfeited | shares | (15,012) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 40.70 |
Number of Non-vested Shares, Outstanding Ending | shares | 25,297 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 48.41 |
RESTRICTED STOCK UNITS (Details
RESTRICTED STOCK UNITS (Details Narrative) - Restricted Stock [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Grant date fair value | $ 775 |
Grant date fair value | 536 |
Unvested, value | $ 1,052 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options outstanding beginning balance | 139,054 | |
Weighted average exercise price outstanding beginning balance | $ 52.11 | |
Weighted average remaining contractual life | 3 years 2 months 1 day | 3 years 4 months 13 days |
Aggregate intrinsic value beginning balance | ||
Number of options outstanding granted | 8,090 | |
Weighted average exercise price outstanding granted | $ 9.20 | |
Number of options outstanding forfeited | (16,070) | |
Weighted average exercise price outstanding forfeited | $ 52.46 | |
Number of options outstanding exercised | ||
Weighted average exercise price outstanding exercised | ||
Number of options outstanding ending balance | 131,074 | 139,054 |
Weighted average exercise price outstanding ending balance | $ 49.42 | $ 52.11 |
Number of options outstanding ending balance | 80,690 | |
Weighted average exercise price outstanding vested | $ 52.40 | |
Aggregate intrinsic value outstanding exercisable | ||
Number of options outstanding exercisable ending balance | 80,690 | |
Weighted average exercise price outstanding exercisable | $ 52.40 |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate, minimum | 1.24% | 1.24% |
Risk-free interest rate, maximum | 4.27% | 2.10% |
Average expected term (years) | 5 years | 5 years |
Expected volatility | 155.85% | 149.53% |
Expected dividend yield |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock option intrinsic value | $ 0 | |
Employees and Consultants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock or Unit Option Plan Expense | 367 | |
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1,815 | |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares forfeited restricted stock units | 8,090 | |
Options exercise price | $ 9.20 | |
Grant fair value of options | $ 66 |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Number of Shares, Warrants Outstanding Beginning | shares | 952,638 |
Weighted-Average Exercise Price, Outstanding Beginning | $ / shares | $ 37.60 |
Weighted Average Remaining Contractual Life (Years), Outstanding, Beginning | 3 years 6 months 21 days |
Aggregate Intrinsic Value Outstanding Beginning | $ | |
Number of Shares, Warrants granted | shares | |
Weighted-Average Exercise Price, granted | $ / shares | |
Number of Shares, Warrants forfeited | shares | (834) |
Weighted-Average Exercise Price, forfeited | $ / shares | $ 13.60 |
Weighted-Average Exercise Price, exercised | shares | |
Weighted-Average Exercise Price, exercised | $ / shares | |
Number of Shares, Warrants Outstanding Ending | shares | 951,804 |
Weighted-Average Exercise Price, Outstanding Ending | $ / shares | $ 32.80 |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending | 2 years 11 months 4 days |
Aggregate Intrinsic Value Outstanding Ending | $ |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 24, 2023 | Jan. 24, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Warrants | ||||
Outstanding warrants, intrinsic value | $ 0 | |||
Offering issuance sale | 901,275 | |||
Offering price | $ 8 | $ 8 | ||
Warrant exercise price per share | 13.60 | $ 13.60 | ||
Warrant exercise price decreased | $ 8 | |||
Deemed dividend | $ 164,000 | $ 164,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |||
May 05, 2022 | Oct. 05, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Loss contingency damages sought value | $ 300 | |||
Legal fees | $ 915 | |||
Court settlement | On March 1, 2023, BH and the Company entered into an out of court settlement and the Company agreed to pay $25 on execution of the settlement agreement and $6.25 per month over a period of 12 months with a total settlement amount of $100. The total settlement amount was accrued by the Company as of March 31, 2023. | |||
Board fees expensed | $ 75 | |||
Board fees to be recognized | 282 | $ 436 | ||
Five Board Members [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate board fees | $ 357 | |||
Securities Purchase Agreement [Member] | Iroquois Capital Investment Group LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Loss contingency damages sought value | $ 1,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Apr. 09, 2023 | May 16, 2023 | Apr. 20, 2023 | Apr. 10, 2023 | Mar. 31, 2023 | Feb. 17, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Cash | $ 3,790 | ||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||
Promissory Note [Member] | Note Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Redemption amount | $ 300,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares authorized | 200,000,000 | 400,000,000 | |||||
Stockholders' Equity, Reverse Stock Split | reverse stock split of its outstanding shares of common stock at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-forty (1-for-40) split. On April 18, 2023, we implemented the 1-for-40 reverse stock split (the “Reverse Stock Split”) of our common stock. Our common stock commenced trading on a post- reverse stock split basis on April 19, 2023. As a result of the Reverse Stock Split, every forty (40) shares of our pre-Reverse Stock Split common stock were combined and reclassified into one share of our common stock. | ||||||
Subsequent Event [Member] | 2019 Incentive Compensation Plan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of shares authorized | 15,000,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash | $ 5,000 | ||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Cash | $ 5,000 |