Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 08, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | 4,501,340 | |
Common Stock, $0.0001 par value | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | VERB | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrants | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | VERBW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 3,526 | $ 2,429 |
Assets held for sale - current | 1,323 | |
Prepaid expenses and other current assets | 238 | 306 |
Total current assets | 3,764 | 4,058 |
Assets held for sale – non-current | 10,467 | |
Capitalized software development costs, net | 5,122 | 6,176 |
ERC receivable | 1,528 | 1,528 |
Property and equipment, net | 449 | 533 |
Operating lease right-of-use assets | 1,220 | 1,354 |
Intangible assets, net | 83 | 83 |
Other assets | 294 | 293 |
Total assets | 12,460 | 24,492 |
Current liabilities | ||
Accounts payable | 2,786 | 3,975 |
Liabilities related to assets held for sale | 2,483 | |
Liabilities of discontinued operations | 898 | 1,641 |
Accrued expenses | 1,433 | 1,287 |
Accrued officers’ salary | 764 | 764 |
Notes payable, current | 6,370 | 5,803 |
Convertible notes payable, current | 1,334 | |
Operating lease liabilities, current | 482 | 355 |
Derivative liability | 16 | 222 |
Total current liabilities | 12,749 | 16,530 |
Long-term liabilities | ||
Notes payable, non-current | 150 | 1,215 |
Operating lease liabilities, non-current | 1,379 | 1,581 |
Total liabilities | 14,278 | 19,326 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity (deficit) | ||
Common stock, value | 1 | 1 |
Additional paid-in capital | 167,179 | 158,629 |
Accumulated deficit | (168,998) | (153,464) |
Total stockholders’ equity (deficit) | (1,818) | 5,166 |
Total liabilities and stockholders’ equity (deficit) | 12,460 | 24,492 |
Common Class A [Member] | ||
Stockholders’ equity (deficit) | ||
Common stock, value | ||
Related Party [Member] | ||
Current liabilities | ||
Notes payable, current | 765 | 765 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable, current | $ 5,605 | $ 3,704 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, shares issued | 4,317,561 | 2,918,017 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares outstanding | 4,317,561 | 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 3 | $ 5 | ||
Cost of revenue | 1 | 2 | ||
Gross margin | 2 | 3 | ||
Operating expenses | ||||
Depreciation and amortization | 583 | 44 | 1,166 | 86 |
General and administrative | 2,685 | 4,760 | 6,230 | 9,893 |
Total operating expenses | 3,268 | 4,804 | 7,396 | 9,979 |
Operating loss from continuing operations | (3,266) | (4,804) | (7,393) | (9,979) |
Other income (expense) | ||||
Other income (expense), net | 831 | 19 | 780 | (16) |
Financing costs | (1,239) | (1,239) | ||
Interest expense | (299) | (368) | (770) | (661) |
Change in fair value of derivative liability | 198 | 1,024 | 206 | 2,162 |
Total other income (expense), net | (510) | 675 | (1,023) | 1,485 |
Net loss from continuing operations | (3,776) | (4,129) | (8,416) | (8,494) |
Loss from discontinued operations, net of tax | (6,080) | (2,245) | (6,954) | (4,869) |
Net loss | (9,856) | (6,374) | (15,370) | (13,363) |
Deemed dividend due to warrant reset | (164) | |||
Net loss to common stockholders | $ (9,856) | $ (6,374) | $ (15,534) | $ (13,363) |
Loss per share - basic | $ (2.45) | $ (2.63) | $ (4.09) | $ (6.16) |
Loss per share - diluted | $ (2.45) | $ (2.63) | $ (4.09) | $ (6.16) |
Weighted average number of common shares outstanding - basic | 4,022,947 | 2,423,831 | 3,801,599 | 2,169,057 |
Weighted average number of common shares outstanding - diluted | 4,022,947 | 2,423,831 | 3,801,599 | 2,169,057 |
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 |
Beginning balance, value 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 | 20,150 | 20,150 | |||
Balance, shares | 646,106 | ||||
Fair value of vested restricted stock awards, stock options and warrants | 1,468 | 1,468 | |||
Fair value of vested restricted stock awards, stock options and warrants, shares | 11,581 | ||||
Net loss | (13,363) | (13,363) | |||
Issuance of common stock for commitment fee related to equity line of credit agreement | |||||
Issuance of common stock for commitment fee related to equity line of credit agreement, shares | 15,182 | ||||
Issuance of common stock from option exercise | 377 | 377 | |||
Issuance of common stock from option exercise, shares | 8,318 | ||||
Fair value of common shares issued for services | 1,126 | 1,126 | |||
Fair value of common shares issued for services, shares | 32,283 | ||||
Fair value of common shares issued to settle accounts payable and accrued expenses | 450 | 450 | |||
Fair value of common shares issued to settle accounts payable and accrued expenses, shares | 11,926 | ||||
Ending balance, value at Jun. 30, 2022 | $ 1 | 152,919 | (129,390) | 23,530 | |
Ending balance, shares at Jun. 30, 2022 | 3 | 2,548,970 | |||
Beginning balance, value 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 | 1,362 | 1,362 | |||
Fair value of vested restricted stock awards, stock options and warrants, shares | 197,414 | ||||
Deemed dividend due to warrant reset | 164 | (164) | |||
Issuance of shares for fractional adjustments related to reverse stock split | |||||
Issuance of shares for fractional adjustments related to reverse stock split, shares | 31,195 | ||||
Fair value of common shares issued to settle accrued expenses | 146 | 146 | |||
Fair value of common shares issued to settle accrued expenses, shares | 93,190 | ||||
Fair value of common shares issued as payment on notes payable | 300 | 300 | |||
Fair value of common shares issued as payment on notes payable, shares | 176,470 | ||||
Net loss | (15,370) | $ (15,370) | |||
Issuance of common stock from option exercise, shares | |||||
Ending balance, value at Jun. 30, 2023 | $ 1 | $ 167,179 | $ (168,998) | $ (1,818) | |
Ending balance, shares at Jun. 30, 2023 | 3 | 4,317,561 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Activities: | ||
Net loss | $ (15,370) | $ (13,363) |
Loss from discontinued operations, net of tax | 6,954 | 4,869 |
Adjustments to reconcile net loss to net cash used in operating activities, net of discontinued operations: | ||
Share-based compensation | 1,402 | 2,618 |
Amortization of debt discount | 163 | 171 |
Amortization of debt issuance costs | 127 | 264 |
Change in fair value of derivative liability | (206) | (2,162) |
Depreciation and amortization | 1,166 | 86 |
Finance costs | 1,239 | |
Loss on disposal of property and equipment | 14 | |
Effect of changes in assets and liabilities, net of discontinued operations: | ||
Prepaid expenses and other current assets | 66 | (384) |
Operating lease right-of-use assets | 134 | 127 |
Accounts payable, accrued expenses, and accrued interest | (285) | 360 |
Deferred incentive compensation | (377) | |
Operating lease liabilities | (75) | (177) |
Net cash used in operating activities attributable to continuing operations | (4,685) | (7,954) |
Net cash used in operating activities attributable to discontinued operations | (1,855) | (3,048) |
Investing Activities: | ||
Capitalized software development costs | (239) | (4,108) |
Purchases of property and equipment | (5) | (20) |
Purchases of intangible assets | (82) | |
Net cash used in investing activities attributable to continuing operations | (244) | (4,210) |
Net cash provided by (used in) investing activities attributable to discontinued operations | 4,750 | (1) |
Financing Activities: | ||
Proceeds from sale of common stock | 6,578 | 20,150 |
Proceeds from convertible notes payable | 6,000 | |
Payment of notes payable | (375) | (1,896) |
Payment of convertible notes payable | (1,350) | |
Proceeds from option exercise | 377 | |
Payment for debt issuance costs | (445) | |
Net cash provided by financing activities attributable to continuing operations | 4,853 | 24,186 |
Net cash used in financing activities attributable to discontinued operations | (1,722) | (4,363) |
Net change in cash | 1,097 | 4,610 |
Cash - beginning of period | 2,429 | 937 |
Cash - end of period | $ 3,526 | $ 5,547 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 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. As set forth more particularly below, through June 13, 2023 of the six months ended June 30, 2023, the Company operated three distinct lines of business through separate wholly owned subsidiaries. The first was Verb Direct, LLC, a sales Software-as-a-Service (“SaaS”) platform for the direct sales industry; the second was Verb Acquisition Co., LLC, which was a sales SaaS platform for the Life Sciences industry and sports teams; and the third is verbMarketplace, LLC, which operates MARKET.live, a multivendor social shopping platform for retailers, brands, manufacturers, creators, influencers and entrepreneurs who seek to participate in an open market-style eco-system environment. MARKET.live is akin to a virtual shopping mall, a centralized online destination where shoppers could explore hundreds, and over time thousands, of shoppable stores for their favorite brands, influencers, creators and celebrities, all of whom can host livestream shopping events from their virtual stores that can be seen by all shoppers at the virtual mall. Every store operator can host livestream events, even simultaneously, and over time we expect there will be thousands of such events, across numerous product and service categories, being hosted by people from all over the world, always on – 24/7 - where shoppers could communicate directly with the hosts in real time to comment or ask questions about products through an on-screen chat visible to all shoppers. Through the on-screen chat, shoppers can also communicate directly with each other in real time, invite their friends and family to join them at any of the live shopping events to share the experience, and then simply click on a non-intrusive - in-video overlay to place items in an on-screen shopping cart for purchase – all without interrupting the video. Shoppers can visit any number of other shoppable events to meet up and chat with friends, old and new, and together watch, shop and chat with the hosts, discover new products and services, and become part of an immersive entertaining social shopping experience. Throughout the experience, the shopping cart follows shoppers seamlessly from event to event, shoppable video to shoppable video, host to host, store to store and product to product. Among the big differentiators for MARKET.live is that it allows anyone that streams on MARKET.live to simultaneously broadcast their stream (multi-cast or simulcast) over most popular social media sites to reach a substantially larger audience, which is especially attractive for creators and influencers that have large numbers of followers on other social media platforms. A very compelling new feature recently developed for MARKET.live allows shoppers watching the stream on a popular social media site to stay on that site and actually check out through that site, eliminating the friction or reluctance to leave their favorite social site in order to check-out on MARKET.live. Currently in use by certain creators in beta, the Company expects this new capability will enhance sales growth and be a meaningful revenue generator when fully launched later this summer. Last fall the Company launched its “Creators on MARKET.live,” a program that allows creators to monetize their content through livestream shopping and personalized storefronts on MARKET.live. With more than 12 million products from brands like Athleta, Best Buy, Target, Container Store, Banana Republic, GAP, Saks Off 5th, SSENSE, LOFT, DERMSTORE, INTERMIX, UNCOMMON GOODS, and many more, participants can choose to feature their favorite products and promote and sell them to their fans, followers and customers. The program has recently been restructured to be marketed not only to video content creators across multiple social media channels, but also to entrepreneurs eager to launch their own ecommerce store and drop-ship businesses on MARKET.live. Through this new program, creators, influencers, and entrepreneurs can quickly and easily establish their own storefronts, essentially their own website, and choose the products they love from hundreds of brands and retailers on MARKET.live to import into their storefront and offer their fans, followers, and would-be customers those products through livestream shopping events broadcast live on MARKET.live and simulcast on other social platforms. Livestream events are also recorded and available to watch in their personally branded stores on MARKET.live for those fans, followers and customers to return 24/7 after the livestream events to browse and purchase any of the featured products, as the recorded livestream videos remain shoppable. Depending on the products chosen, participants in the program can earn between 5% and 20% of their gross sales at no cost and no risk to the Creators selected to participate in the Creator program. On April 12, 2019, the Company acquired Sound Concepts Inc. (“Sound Concepts”) through a merger into the Company’s wholly owned subsidiary, Verb Direct, LLC (“Verb Direct”). On September 4, 2020, the Company acquired Ascend Certification, LLC, dba SoloFire (“SoloFire”) through a merger into the Company’s wholly owned subsidiary, Verb Acquisition Co., LLC (“Verb Acquisition”). 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 to operate the MARKET.live platform. On June 13, 2023, the Company disposed of all of its operating SaaS assets of Verb Direct and Verb Acquisition, (referred to collectively as the “SaaS business”) pursuant to an asset purchase agreement in consideration of the sum of $ 6,500 4,750 1,750 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 six months ended June 30, 2023, the Company incurred a net loss from continuing operations of $ 8,416 4,685 As of June 30, 2023, the Company had cash of $ 3,526 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 , which, as of August 14, 2023, the Company has not received these funds. 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 On May 16, 2023, the Company received a redemption notice under the terms of the November Note Purchase Agreement for $ 300 1,205 As of June 30, 2023 and December 31, 2022, the outstanding balance of the November Notes amounted to $ 6,375 5,544 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 2,108 558 915 10 November 7, 2023 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 | 6 Months Ended |
Jun. 30, 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 condensed 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 0.0001 On June 10, 2023, the Board of Directors approved the sale of the SaaS Business assets to an unrelated third party, SW Direct Sales LLC (“SW Sales” or the “buyer”), for $6,500 $4,750 1,750 Accordingly, the Company’s condensed consolidated financial statements are being presented pursuant to ASC 360-10-45-9 which requires that a disposal group be classified as held for sale in the period in which all of the held for sale criteria are met. Accordingly, the Company’s condensed consolidated balance sheet at December 31, 2022 has been reclassified to reflect held for sale accounting. In addition to held for sale accounting, the Company has also met the criterion pursuant to ASC 205-20, Discontinued Operations 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 condensed 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 condensed consolidated balance sheets as of June 30, 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: MARKET.live, launched at the end of July 2022, generates revenue through several sources as follows: a. All sales run through our ecommerce facility on MARKET.live from which we deduct a platform fee that ranges from 10% to 20% of gross sales, with an average of approximately 15%, b. Produced events. MARKET.live offers fee-based services that range from full production of livestream events, to providing professional hosts and event consulting. c. Drop ship programs. MARKET.live is expected to generate recurring fee revenue from soon to be launched new drop ship programs for entrepreneurs. d. The MARKET.live site is designed to incorporate sponsorships and other advertising based on typical industry rates. 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 condensed consolidated statements of operations. Intangible Assets The Company had 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 not record any impairment charges related to finite-lived intangible assets during the six months ended June 30, 2023. 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 On June 13, 2023, the Company entered into a definitive agreement to sell all of the operating assets and liabilities of the SaaS business to SW Sales for $ 6,500 $4,750 $5,441 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 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. 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 consolidated 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 June 30, 2023, and 2022, the Company had total outstanding options of 1,099,523 149,592 951,804 641,285 21,535 54,985 0 37,382 120.00 21,874 19,657 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’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 six months ended June 30, 2023 and 2022: SCHEDULE OF CONCENTRATION RISK Six Months Ended June 30, 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 32 One vendor that accounted for 44 41 Supplemental Cash Flow Information SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 Six Months Ended June 30, 2023 2022 Supplemental disclosures of cash flow information: Cash paid for interest $ 234 $ 95 Cash paid for income taxes $ 2 $ 1 Supplemental disclosure of non-cash investing and financing activities attributable to continuing operations: Fair value of common shares issued to settle accrued expenses $ 146 $ 450 Fair value of common shares issued as payment on notes payable 300 - Fair value of common stock received in exchange for employee’s payroll taxes - 6 Accrued software development costs - 105 Discount recognized from notes payable - 300 Supplemental disclosure of non-cash investing and financing activities attributable to discontinued operations: Discount recognized from advances on future receipts 558 - Derecognition of operating lease right-of-use assets - 543 Derecognition of operating lease liabilities - 521 Recognition of operating lease right-of-use asset and related lease liability $ - $ 212 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2023 and 2022, the Company amortized $ 539 0 1,077 0 Capitalized software development costs, net consisted of the following: SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS June 30, 2023 December 31, 2022 Beginning balance $ 6,176 $ 4,348 Additions 23 2,760 Amortization (1,077 ) (932 ) Ending balance $ 5,122 $ 6,176 The expected future amortization expense for capitalized software development costs as of June 30, 2023, is as follows: SCHEDULE OF ESTIMATED AMORTIZTION EXPENSE Year ending Amortization 2023 remaining $ 1,188 2024 2,377 2025 1,445 2026 112 Total amortization $ 5,122 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. |
ASSETS AND LIABILITIES HELD FOR
ASSETS AND LIABILITIES HELD FOR SALE | 6 Months Ended |
Jun. 30, 2023 | |
Regulated Operations [Abstract] | |
ASSETS AND LIABILITIES HELD FOR SALE | 4. ASSETS AND LIABILITIES HELD FOR SALE On June 13, 2023, the Company entered into a definitive agreement to sell all of its SaaS operating assets and liabilities to SW Sales for $ 6,500 4,750 5,441 The assets and liabilities held for sale were as follows as of December 31, 2022 SCHEDULE OF LONG LIVED ASSETS AND LIABILITIES HELD FOR SALE December 31, 2022 Assets: Accounts receivable, net 1,024 Prepaids and other current assets 299 Goodwill 9,581 Other long-lived assets 886 Assets held for sale $ 11,790 Liabilities: Accounts payable $ 663 Contract liabilities 1,340 Accrued liabilities 480 Liabilities related to assets held for sale $ 2,483 The following information presents the net revenues and net loss of the SaaS business for the three and six months ended June 30, 2023 and 2022: SCHEDULE OF NET REVENUES AND NET LOSS OF THE SAAS BUSINESS 2023 2022 Three Months Ended June 30, 2023 2022 Net revenues $ 1,601 $ 2,399 Net loss $ (6,080 ) $ (2,245 ) 2023 2022 Six Months Ended June 30, 2023 2022 Net revenues $ 3,814 $ 5,090 Net loss $ (6,954 ) $ (4,869 ) |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Jun. 30, 2023 | |
Operating Leases | |
OPERATING LEASES | 5. OPERATING LEASES On January 3, 2022, the Company terminated the lease agreements relating to our office and warehouse leases in American Fork, Utah. In accordance with ASC 842, Leases 543 521 On April 26, 2022, the Company entered into an office space sub-lease agreement in Lehi, Utah (the “Lehi lease”). The agreement required us to pay $12 per month for an initial term of eighteen months, which increased by 3% per annum after twelve months. In accordance with ASC 842, the Company recognized a right-of-use asset and the related lease liability of $ 212 On June 13, 2023, the Company derecognized the Lehi lease as part of the sale of SaaS assets to SW Sales. As a result of the sale, the Company has eliminated any lease-related information related to the SaaS business as part of its presentation of continuing operations. See Note 14 for Subsequent Events. The components of lease expense and supplemental cash flow information related to leases for the period are as follows: SCHEDULE OF LEASE COST 2023 2022 Six Months Ended June 30, 2023 2022 Lease cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) $ 170 $ 192 Other information Cash paid for amounts included in the measurement of lease liabilities $ 113 $ 221 Weighted average remaining lease term – operating leases (in years) 3.92 4.92 Weighted average discount rate – operating leases 4.0 % 4.0 % SCHEDULE OF OPERATING LEASES June 30, 2023 December 31, 2022 Operating leases Right-of-use assets $ 1,220 $ 1,354 Short-term operating lease liabilities $ 482 $ 355 Long-term operating lease liabilities 1,379 1,581 Total operating lease liabilities $ 1,861 $ 1,936 SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES Year ending Operating Leases 2023 remaining $ 346 2024 472 2025 484 2026 496 2027 and thereafter 209 Total lease payments 2,007 Less: Imputed interest/present value discount (146 ) Present value of lease liabilities $ 1,861 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
ADVANCES ON FUTURE RECEIPTS | 6. ADVANCES ON FUTURE RECEIPTS As a result of the sale, the Company has eliminated any amounts related to advances on future receipts as part of its presentation of continuing operations The Company has the following advances on future receipts as of June 30, 2023 and December 31, 2022: SCHEDULE OF ADVANCES ON FUTURE RECEIPTS Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at June 30, 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 % 2,108 915 - Total $ 5,830 915 1,989 Debt discount (187 ) (311 ) Debt issuance costs (32 ) (37 ) Net $ 696 $ 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 3 1,193 371 58 915 187 32 |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 6 Months Ended |
Jun. 30, 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 June 30, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE RELATED PARTIES Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at June 30, 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 6,034 5,470 Debt discount (246 ) (408 ) Debt issuance costs (183 ) (309 ) Total notes payable 6,520 7,018 Non-current (150 ) (1,215 ) Current $ 6,370 $ 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 854 811 129 86 (B) On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 41.20 47 45 7 5 (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 $ 335 450 402 299 375 300 156 116 246 183 On May 16, 2023, the Company received a redemption notice under the terms of the November Note Purchase Agreement for $300. The Company missed two payments resulting in a Payment Failure Balance Increase of 10% on the outstanding principal balance per occurrence pursuant to the terms of the agreement totaling $1,205. As of June 30, 2023 and December 31, 2022, the outstanding balance of the November Notes amounted to $ 6,375 5,544 The following table provides a breakdown of interest expense for the periods presented: SCHEDULE OF INTEREST EXPENSE 2023 2022 Three Months Ended June 30, 2023 2022 Interest expense – amortization of debt discount $ 77 $ 98 Interest expense – amortization of debt issuance costs 57 151 Interest expense – other 165 119 Total interest expense $ 299 $ 368 Total interest expense for notes payable to related parties (see Notes A and B above) was $ 23 23 0 0 The following table provides a breakdown of interest expense for the periods presented: 2023 2022 Six Months Ended June 30, 2023 2022 Interest expense – amortization of debt discount $ 163 $ 171 Interest expense – amortization of debt issuance costs 127 264 Interest expense – other 480 226 Total interest expense $ 770 $ 661 Total interest expense for notes payable to related parties (see Notes A and B above) was $ 46 46 0 0 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 6 Months Ended |
Jun. 30, 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 June 30, 2023 December 31, 2022 Stock Price $ 1.08 $ 6.40 Exercise Price $ 8.00 $ 13.60 Expected Life 1.50 1.98 Volatility 132 % 107 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 5.07 % 4.41 % Total Fair Value $ 16 $ 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 six months ended June 30, 2023 and 2022, the Company recorded a gain of $ 206 2,162 16 The details of derivative liability transactions for the six months ended June 30, 2023 and 2022 are as follows: SCHEDULE OF DERIVATIVE LIABILITY TRANSACTION 2023 2022 Six Months Ended June 30, 2023 2022 Beginning balance $ 222 $ 3,155 Change in fair value (206 ) (2,162 ) Ending balance $ 16 $ 993 |
COMMON STOCK
COMMON STOCK | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK | 9. COMMON STOCK The Company’s common stock activity for the six months ended June 30, 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 Capital Corp. (“Aegis”) as underwriter relating to the offering, issuance and sale of 901,275 8.00 6,578 13.60 8.00 Shares Issued for Services During the six months ended June 30, 2023, the Company issued 195,489 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 six months ended June 30, 2023, the Company granted stock options to board members to purchase a total of 8,090 9.20 66 On June 21, 2023, the Company granted stock options to board members to purchase a total of 997,595 1.11 4 953 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, the Company implemented the 1-for-40 reverse stock split (the “Reverse Stock Split”) of its common stock. The Company’s 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 the Company’s pre-Reverse Stock Split common stock were combined and reclassified into one share of 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 See Note 14 for Subsequent Events. |
RESTRICTED STOCK UNITS
RESTRICTED STOCK UNITS | 6 Months Ended |
Jun. 30, 2023 | |
Restricted Stock Units | |
RESTRICTED STOCK UNITS | 10. RESTRICTED STOCK UNITS A summary of restricted stock unit activity for the six months ended June 30, 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 147,775 1.11 Vested/deemed vested (195,489 ) 4.87 Forfeited (20,649 ) 40.49 Non-vested at June 30, 2023 21,535 $ 48.61 The total fair value of restricted stock units that vested or deemed vested during the six months ended June 30, 2023 was $ 952 840 1,047 |
STOCK OPTIONS
STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 11. STOCK OPTIONS A summary of option activity for the six months ended June 30, 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 1,005,685 1.18 - - Forfeited (45,216 ) 48.11 - - Exercised - - - - Outstanding at June 30, 2023 1,099,523 $ 5.69 4.78 $ - Vested June 30, 2023 77,304 $ 50.47 $ - Exercisable at June 30, 2023 77,304 $ 50.47 $ - At June 30, 2023, the intrinsic value of the outstanding options was $ 0 During the six months ended June 30, 2023, the Company granted stock options to board members to purchase a total of 8,090 9.20 66 On June 21, 2023, the Company granted stock options to board members to purchase a total of 997,595 1.11 4 953 The total stock compensation expense recognized relating to the vesting of stock options for the six months ended June 30, 2023 amounted to $ 514 2,665 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 Six Months Ended June 30, 2023 2022 Risk-free interest rate 3.95 % 1.24 3.01 % Average expected term 5 5 Expected volatility 127.5 % 147.8 149.5 % 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 | 6 Months Ended |
Jun. 30, 2023 | |
Stock Warrants | |
STOCK WARRANTS | 12. STOCK WARRANTS The Company has the following warrants outstanding as of June 30, 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 June 30, 2023, all vested 951,804 32.80 2.68 $ - At June 30, 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 | 6 Months Ended |
Jun. 30, 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 was involved in a dispute with Baker Hostetler LLP (“BH”) relating to corporate legal services provided by BH to the Company. The Company filed a 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 June 30, 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 $ 292 Total board fees expensed during the six months ended June 30, 2023 was $ 167 125 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events through August 14, 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. Lease Termination On July 3, 2023, the Company entered into a lease termination agreement with its landlord related to the office lease in Newport Beach, California. As part of the lease termination agreement, the Company agreed to vacate the property by August 15, 2023. Issuances of Common Stock On July 7, 2023, the Company issued 180,831 200 On July 29, 2023, the Company issued 2,948 Execution of Lease Agreement On August 8, 2023, the Company entered into a corporate office lease agreement for its office in California. The agreement requires the Company to pay $ 8 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES (Policies) | 6 Months Ended |
Jun. 30, 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 condensed 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 0.0001 On June 10, 2023, the Board of Directors approved the sale of the SaaS Business assets to an unrelated third party, SW Direct Sales LLC (“SW Sales” or the “buyer”), for $6,500 $4,750 1,750 Accordingly, the Company’s condensed consolidated financial statements are being presented pursuant to ASC 360-10-45-9 which requires that a disposal group be classified as held for sale in the period in which all of the held for sale criteria are met. Accordingly, the Company’s condensed consolidated balance sheet at December 31, 2022 has been reclassified to reflect held for sale accounting. In addition to held for sale accounting, the Company has also met the criterion pursuant to ASC 205-20, Discontinued Operations 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 condensed 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 condensed consolidated balance sheets as of June 30, 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: MARKET.live, launched at the end of July 2022, generates revenue through several sources as follows: a. All sales run through our ecommerce facility on MARKET.live from which we deduct a platform fee that ranges from 10% to 20% of gross sales, with an average of approximately 15%, b. Produced events. MARKET.live offers fee-based services that range from full production of livestream events, to providing professional hosts and event consulting. c. Drop ship programs. MARKET.live is expected to generate recurring fee revenue from soon to be launched new drop ship programs for entrepreneurs. d. The MARKET.live site is designed to incorporate sponsorships and other advertising based on typical industry rates. |
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 condensed consolidated statements of operations. |
Intangible Assets | Intangible Assets The Company had 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 not record any impairment charges related to finite-lived intangible assets during the six months ended June 30, 2023. |
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 On June 13, 2023, the Company entered into a definitive agreement to sell all of the operating assets and liabilities of the SaaS business to SW Sales for $ 6,500 $4,750 $5,441 |
Series B Redeemable Preferred Stock | 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 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. |
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 consolidated 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 June 30, 2023, and 2022, the Company had total outstanding options of 1,099,523 149,592 951,804 641,285 21,535 54,985 0 37,382 120.00 21,874 19,657 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’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 six months ended June 30, 2023 and 2022: SCHEDULE OF CONCENTRATION RISK Six Months Ended June 30, 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 32 One vendor that accounted for 44 41 |
Supplemental Cash Flow Information | Supplemental Cash Flow Information SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 Six Months Ended June 30, 2023 2022 Supplemental disclosures of cash flow information: Cash paid for interest $ 234 $ 95 Cash paid for income taxes $ 2 $ 1 Supplemental disclosure of non-cash investing and financing activities attributable to continuing operations: Fair value of common shares issued to settle accrued expenses $ 146 $ 450 Fair value of common shares issued as payment on notes payable 300 - Fair value of common stock received in exchange for employee’s payroll taxes - 6 Accrued software development costs - 105 Discount recognized from notes payable - 300 Supplemental disclosure of non-cash investing and financing activities attributable to discontinued operations: Discount recognized from advances on future receipts 558 - Derecognition of operating lease right-of-use assets - 543 Derecognition of operating lease liabilities - 521 Recognition of operating lease right-of-use asset and related lease liability $ - $ 212 |
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) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONCENTRATION RISK | SCHEDULE OF CONCENTRATION RISK Six Months Ended June 30, 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 32 One vendor that accounted for 44 41 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION | SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 Six Months Ended June 30, 2023 2022 Supplemental disclosures of cash flow information: Cash paid for interest $ 234 $ 95 Cash paid for income taxes $ 2 $ 1 Supplemental disclosure of non-cash investing and financing activities attributable to continuing operations: Fair value of common shares issued to settle accrued expenses $ 146 $ 450 Fair value of common shares issued as payment on notes payable 300 - Fair value of common stock received in exchange for employee’s payroll taxes - 6 Accrued software development costs - 105 Discount recognized from notes payable - 300 Supplemental disclosure of non-cash investing and financing activities attributable to discontinued operations: Discount recognized from advances on future receipts 558 - Derecognition of operating lease right-of-use assets - 543 Derecognition of operating lease liabilities - 521 Recognition of operating lease right-of-use asset and related lease liability $ - $ 212 |
CAPITALIZED SOFTWARE DEVELOPM_2
CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 December 31, 2022 Beginning balance $ 6,176 $ 4,348 Additions 23 2,760 Amortization (1,077 ) (932 ) Ending balance $ 5,122 $ 6,176 |
SCHEDULE OF ESTIMATED AMORTIZTION EXPENSE | The expected future amortization expense for capitalized software development costs as of June 30, 2023, is as follows: SCHEDULE OF ESTIMATED AMORTIZTION EXPENSE Year ending Amortization 2023 remaining $ 1,188 2024 2,377 2025 1,445 2026 112 Total amortization $ 5,122 |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Regulated Operations [Abstract] | |
SCHEDULE OF LONG LIVED ASSETS AND LIABILITIES HELD FOR SALE | The assets and liabilities held for sale were as follows as of December 31, 2022 SCHEDULE OF LONG LIVED ASSETS AND LIABILITIES HELD FOR SALE December 31, 2022 Assets: Accounts receivable, net 1,024 Prepaids and other current assets 299 Goodwill 9,581 Other long-lived assets 886 Assets held for sale $ 11,790 Liabilities: Accounts payable $ 663 Contract liabilities 1,340 Accrued liabilities 480 Liabilities related to assets held for sale $ 2,483 |
SCHEDULE OF NET REVENUES AND NET LOSS OF THE SAAS BUSINESS | The following information presents the net revenues and net loss of the SaaS business for the three and six months ended June 30, 2023 and 2022: SCHEDULE OF NET REVENUES AND NET LOSS OF THE SAAS BUSINESS 2023 2022 Three Months Ended June 30, 2023 2022 Net revenues $ 1,601 $ 2,399 Net loss $ (6,080 ) $ (2,245 ) 2023 2022 Six Months Ended June 30, 2023 2022 Net revenues $ 3,814 $ 5,090 Net loss $ (6,954 ) $ (4,869 ) |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 6 Months Ended |
Jun. 30, 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 Six Months Ended June 30, 2023 2022 Lease cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) $ 170 $ 192 Other information Cash paid for amounts included in the measurement of lease liabilities $ 113 $ 221 Weighted average remaining lease term – operating leases (in years) 3.92 4.92 Weighted average discount rate – operating leases 4.0 % 4.0 % |
SCHEDULE OF OPERATING LEASES | SCHEDULE OF OPERATING LEASES June 30, 2023 December 31, 2022 Operating leases Right-of-use assets $ 1,220 $ 1,354 Short-term operating lease liabilities $ 482 $ 355 Long-term operating lease liabilities 1,379 1,581 Total operating lease liabilities $ 1,861 $ 1,936 |
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES | SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES Year ending Operating Leases 2023 remaining $ 346 2024 472 2025 484 2026 496 2027 and thereafter 209 Total lease payments 2,007 Less: Imputed interest/present value discount (146 ) Present value of lease liabilities $ 1,861 |
ADVANCES ON FUTURE RECEIPTS (Ta
ADVANCES ON FUTURE RECEIPTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF ADVANCES ON FUTURE RECEIPTS | As a result of the sale, the Company has eliminated any amounts related to advances on future receipts as part of its presentation of continuing operations The Company has the following advances on future receipts as of June 30, 2023 and December 31, 2022: SCHEDULE OF ADVANCES ON FUTURE RECEIPTS Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at June 30, 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 % 2,108 915 - Total $ 5,830 915 1,989 Debt discount (187 ) (311 ) Debt issuance costs (32 ) (37 ) Net $ 696 $ 1,641 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Notes Payable And Notes Payable | |
SCHEDULE OF NOTES PAYABLE RELATED PARTIES | The Company has the following outstanding notes payable as of June 30, 2023 and December 31, 2022: SCHEDULE OF NOTES PAYABLE RELATED PARTIES Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at June 30, 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 6,034 5,470 Debt discount (246 ) (408 ) Debt issuance costs (183 ) (309 ) Total notes payable 6,520 7,018 Non-current (150 ) (1,215 ) Current $ 6,370 $ 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 854 811 129 86 (B) On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 41.20 47 45 7 5 (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 $ 335 450 402 299 375 300 156 116 246 183 On May 16, 2023, the Company received a redemption notice under the terms of the November Note Purchase Agreement for $300. The Company missed two payments resulting in a Payment Failure Balance Increase of 10% on the outstanding principal balance per occurrence pursuant to the terms of the agreement totaling $1,205. As of June 30, 2023 and December 31, 2022, the outstanding balance of the November Notes amounted to $ 6,375 5,544 |
SCHEDULE OF INTEREST EXPENSE | The following table provides a breakdown of interest expense for the periods presented: SCHEDULE OF INTEREST EXPENSE 2023 2022 Three Months Ended June 30, 2023 2022 Interest expense – amortization of debt discount $ 77 $ 98 Interest expense – amortization of debt issuance costs 57 151 Interest expense – other 165 119 Total interest expense $ 299 $ 368 The following table provides a breakdown of interest expense for the periods presented: 2023 2022 Six Months Ended June 30, 2023 2022 Interest expense – amortization of debt discount $ 163 $ 171 Interest expense – amortization of debt issuance costs 127 264 Interest expense – other 480 226 Total interest expense $ 770 $ 661 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 2023 December 31, 2022 Stock Price $ 1.08 $ 6.40 Exercise Price $ 8.00 $ 13.60 Expected Life 1.50 1.98 Volatility 132 % 107 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 5.07 % 4.41 % Total Fair Value $ 16 $ 222 |
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTION | The details of derivative liability transactions for the six months ended June 30, 2023 and 2022 are as follows: SCHEDULE OF DERIVATIVE LIABILITY TRANSACTION 2023 2022 Six Months Ended June 30, 2023 2022 Beginning balance $ 222 $ 3,155 Change in fair value (206 ) (2,162 ) Ending balance $ 16 $ 993 |
RESTRICTED STOCK UNITS (Tables)
RESTRICTED STOCK UNITS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Restricted Stock Units | |
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY | A summary of restricted stock unit activity for the six months ended June 30, 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 147,775 1.11 Vested/deemed vested (195,489 ) 4.87 Forfeited (20,649 ) 40.49 Non-vested at June 30, 2023 21,535 $ 48.61 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of option activity for the six months ended June 30, 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 1,005,685 1.18 - - Forfeited (45,216 ) 48.11 - - Exercised - - - - Outstanding at June 30, 2023 1,099,523 $ 5.69 4.78 $ - Vested June 30, 2023 77,304 $ 50.47 $ - Exercisable at June 30, 2023 77,304 $ 50.47 $ - |
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 Six Months Ended June 30, 2023 2022 Risk-free interest rate 3.95 % 1.24 3.01 % Average expected term 5 5 Expected volatility 127.5 % 147.8 149.5 % Expected dividend yield - - |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stock Warrants | |
SCHEDULE OF WARRANTS OUTSTANDING | The Company has the following warrants outstanding as of June 30, 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 June 30, 2023, all vested 951,804 32.80 2.68 $ - |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jun. 13, 2023 | Feb. 16, 2023 | Jan. 24, 2023 | Nov. 07, 2022 | May 16, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 10, 2023 | Jan. 26, 2023 | Sep. 30, 2022 | Jan. 12, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Gross sale description | participants in the program can earn between 5% and 20% of their gross sales at no cost and no risk to the Creators selected to participate in the Creator program. | |||||||||||||
Proceeds from sale of assets | $ 6,500 | |||||||||||||
payment to sale of assets | $ 4,750 | |||||||||||||
Additional payment due from buyer | $ 1,750 | |||||||||||||
Net loss from continuing operations | $ 3,776 | $ 4,129 | $ 8,416 | $ 8,494 | ||||||||||
Cash in operations | 4,685 | 7,954 | ||||||||||||
Cash | 3,526 | 3,526 | ||||||||||||
Sale of common stock from public offering, shares | 901,275 | |||||||||||||
Sale of common stock from public offering | $ 6,578 | 6,578 | $ 20,150 | |||||||||||
Net of offering costs | $ 622 | |||||||||||||
Principal amount | 915 | 915 | ||||||||||||
Debt discount | $ 558 | |||||||||||||
Notes payable | 6,520 | 6,520 | $ 7,018 | |||||||||||
Purchase of future receipts and revenues | 2,108 | |||||||||||||
Payment to related parties | $ 10 | |||||||||||||
Debt instrument maturity date | Nov. 07, 2023 | |||||||||||||
Employee retention credit provisions | $ 1,528 | |||||||||||||
Payroll tax receivable | 1,528 | 1,528 | 1,528 | |||||||||||
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] | ||||||||||||||
Loans Payable | $ 350 | |||||||||||||
Securities Purchase Agreement [Member] | January Note Holders [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Principal amount | 357 | $ 1,350 | $ 6,300 | |||||||||||
Repayment of debt | 4,950 | |||||||||||||
Accrued interest | $ 208 | |||||||||||||
Note Purchase Agreement [Member] | Promissory Note [Member] | ||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||
Principal amount | $ 5,470 | |||||||||||||
Debt discount | 470 | |||||||||||||
Debt gross proceeds | $ 5,000 | |||||||||||||
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 | |||||||||||||
Redemption amount | $ 300 | |||||||||||||
Redemption amount | $ 1,205 | |||||||||||||
Notes payable | $ 6,375 | $ 6,375 | $ 5,544 |
SCHEDULE OF CONCENTRATION RISK
SCHEDULE OF CONCENTRATION RISK (Details) - Supplier Concentration Risk [Member] | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues and Accounts Receivables [Member] | Customers [Member] | ||
Product Information [Line Items] | ||
Purchases | 10% | 10% |
Purchase [Member] | First Vendor [Member] | ||
Product Information [Line Items] | ||
Purchases | 32% | 44% |
Purchase [Member] | Second Vendor [Member] | ||
Product Information [Line Items] | ||
Purchases | 41% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 234 | $ 95 |
Cash paid for income taxes | 2 | 1 |
Supplemental disclosure of non-cash investing and financing activities attributable to continuing operations: | ||
Fair value of common shares issued to settle accrued expenses | 146 | 450 |
Fair value of common shares issued as payment on notes payable | 300 | |
Fair value of common stock received in exchange for employee’s payroll taxes | 6 | |
Accrued software development costs | 105 | |
Discount recognized from notes payable | 300 | |
Supplemental disclosure of non-cash investing and financing activities attributable to discontinued operations: | ||
Discount recognized from advances on future receipts | 558 | |
Derecognition of operating lease right-of-use assets | 543 | |
Derecognition of operating lease liabilities | 521 | |
Recognition of operating lease right-of-use asset and related lease liability | $ 212 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 13, 2023 | Jun. 10, 2023 | Apr. 18, 2023 | Apr. 10, 2023 | Feb. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Apr. 20, 2023 | |
Product Information [Line Items] | |||||||||||
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, the Company implemented the 1-for-40 reverse stock split (the “Reverse Stock Split”) of its common stock. The Company’s 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 the Company’s pre-Reverse Stock Split common stock were combined and reclassified into one share of common stock | ||||||||||
Common Stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Operating assets and liabilities SW sales | $ 6,500 | $ 6,500 | |||||||||
Operating assets and liabilities SW sales | 4,750 | 4,750 | |||||||||
Additional payment due from buyer | $ 1,750 | ||||||||||
Plat form fee description | All sales run through our ecommerce facility on MARKET.live from which we deduct a platform fee that ranges from 10% to 20% of gross sales, with an average of approximately 15%, | ||||||||||
Impairment charges | $ 5,441 | ||||||||||
Decrease in indefinite lived intangible assets | $ 0 | ||||||||||
Goodwill impaired | 10,183 | ||||||||||
Decrease in goodwill | $ 9,581 | ||||||||||
Cash | $ 3,526 | ||||||||||
FDIC Insured Amount | $ 250 | ||||||||||
Convertible Notes [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Debt converted instrument, amount | 0 | 37,382 | |||||||||
Debt converted instrument, price per share | $ 120 | $ 120 | |||||||||
Convertible Notes [Member] | Related Party [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Debt converted instrument, amount | 21,874 | 19,657 | |||||||||
Debt converted instrument, price per share | $ 41.20 | $ 41.20 | |||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Stock option outstanding shares | 1,099,523 | 149,592 | |||||||||
Warrant [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Warrant outstanding shares | 951,804 | 641,285 | |||||||||
Restricted Stock [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Restricted stock units | 21,535 | 54,985 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Temporary equity par value | $ 0.0001 | ||||||||||
Cash | $ 5 | $ 5 | |||||||||
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 | ||||||||||
Solofire [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Impairment charges | $ 2 | ||||||||||
Common Stock [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Reverse stock split | 1-for-40 reverse stock split | ||||||||||
Common Stock par value | $ 0.0001 | ||||||||||
Restricted stock units | 197,414 | 11,581 |
SCHEDULE OF CAPITALIZED SOFTWAR
SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Research and Development [Abstract] | ||
Beginning balance | $ 6,176 | $ 4,348 |
Additions | 23 | 2,760 |
Amortization | (1,077) | (932) |
Ending balance | $ 5,122 | $ 6,176 |
SCHEDULE OF ESTIMATED AMORTIZTI
SCHEDULE OF ESTIMATED AMORTIZTION EXPENSE (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Research and Development [Abstract] | |
2023 remaining | $ 1,188 |
2024 | 2,377 |
2025 | 1,445 |
2026 | 112 |
Total amortization | $ 5,122 |
CAPITALIZED SOFTWARE DEVELOPM_3
CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Oct. 31, 2021 | Aug. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Apr. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||||
Accrued other capitalized software development costs | $ 605 | $ 605 | $ 604 | |||||
Amortization expense of software development costs | 1,077 | 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 | 7,131 | $ 7,108 | |||||
License fee | $ 5,750 | |||||||
Software Development [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Amortization expense of software development costs | $ 539 | $ 0 | $ 1,077 | $ 0 |
SCHEDULE OF LONG LIVED ASSETS A
SCHEDULE OF LONG LIVED ASSETS AND LIABILITIES HELD FOR SALE (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Regulated Operations [Abstract] | |
Accounts receivable, net | $ 1,024 |
Prepaids and other current assets | 299 |
Goodwill | 9,581 |
Other long-lived assets | 886 |
Assets held for sale | 11,790 |
Accounts payable | 663 |
Contract liabilities | 1,340 |
Accrued liabilities | 480 |
Liabilities related to assets held for sale | $ 2,483 |
SCHEDULE OF NET REVENUES AND NE
SCHEDULE OF NET REVENUES AND NET LOSS OF THE SAAS BUSINESS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Regulated Operations [Abstract] | ||||
Net revenues | $ 1,601 | $ 2,399 | $ 3,814 | $ 5,090 |
Net loss | $ (6,080) | $ (2,245) | $ (6,954) | $ (4,869) |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE (Details Narrative) - USD ($) $ in Thousands | Jun. 13, 2023 | Jun. 10, 2023 |
Regulated Operations [Abstract] | ||
Sale of assets | $ 6,500 | $ 6,500 |
Cash proceeds from sale of assets | 4,750 | $ 4,750 |
Impairment charges | $ 5,441 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 113 | $ 221 |
Weighted average remaining lease term - operating leases (in years) | 3 years 11 months 1 day | 4 years 11 months 1 day |
Weighted average discount rate - operating leases | 4% | 4% |
General and Administrative Expense [Member] | ||
Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) | $ 170 | $ 192 |
SCHEDULE OF OPERATING LEASES (D
SCHEDULE OF OPERATING LEASES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Right-of-use assets | $ 1,220 | $ 1,354 |
Short-term operating lease liabilities | 482 | 355 |
Long-term operating lease liabilities | 1,379 | 1,581 |
Total operating lease liabilities | $ 1,861 | $ 1,936 |
SCHEDULE OF PRESENT VALUE OF LE
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 remaining | $ 346 | |
2024 | 472 | |
2025 | 484 | |
2026 | 496 | |
2027 and thereafter | 209 | |
Total lease payments | 2,007 | |
Less: Imputed interest/present value discount | (146) | |
Present value of lease liabilities | $ 1,861 | $ 1,936 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) $ in Thousands | Apr. 26, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jan. 03, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating lease right of use assets | $ 1,220 | $ 1,354 | ||
Operating lease liability | $ 1,861 | $ 1,936 | ||
Lease Arrangement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Operating lease right of use assets | $ 543 | |||
Derecongnized lease liabilities | $ 521 | |||
Sub Lease Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Lease payment description | The agreement required us to pay $12 per month for an initial term of eighteen months, which increased by 3% per annum after twelve months. In accordance with ASC 842, the Company recognized a right-of-use asset and the related lease liability of $212. | |||
Operating lease liability | $ 212 |
SCHEDULE OF ADVANCES ON FUTURE
SCHEDULE OF ADVANCES ON FUTURE RECEIPTS (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Maturity Date | Nov. 07, 2023 | ||
Original Borrowing | $ 5,830 | ||
Total | 915 | $ 1,989 | |
Total | (187) | (311) | |
Total | (32) | (37) | |
Total | $ 696 | 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 | $ 915 | ||
[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 854 811 129 86 343 41.20 47 45 7 5 150 350 150 |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 13, 2023 | Feb. 16, 2023 | Oct. 25, 2022 | Aug. 25, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | ||||||||||
Face amount | $ 915 | $ 915 | ||||||||
Amortization of debt discount | 77 | $ 98 | 163 | $ 171 | ||||||
Payment of debt issuance cost | 445 | |||||||||
Debt outstanding | 915 | 915 | $ 1,989 | |||||||
Unamortized debt discount | 187 | 187 | 311 | |||||||
Debt issuance cost | 32 | 32 | 37 | |||||||
Amortization of debt issuance cost | 57 | $ 151 | 127 | $ 264 | ||||||
Note One [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument face amount | [1] | 1,249 | ||||||||
Note Two [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument face amount | [2] | 343 | ||||||||
Note Three [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt instrument face amount | [3] | 150 | ||||||||
Unaffiliated Third Party [Member] | Note One [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Face amount | $ 2,500 | |||||||||
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 Two [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Face amount | $ 225 | |||||||||
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 Three [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Face amount | 1,550 | |||||||||
Purchase of future receipts | 2,108 | |||||||||
Amortization of debt discount | $ 558 | 371 | ||||||||
Payment of debt issuance cost | $ 87 | 1,193 | ||||||||
Debt outstanding | 915 | 915 | ||||||||
Unamortized debt discount | 187 | 187 | ||||||||
Debt issuance cost | $ 32 | 32 | ||||||||
Amortization of debt issuance cost | $ 58 | |||||||||
Received advances on future receipts | 290 | |||||||||
Payment of debt issuance cost | $ 3 | |||||||||
[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 854 811 129 86 343 41.20 47 45 7 5 150 350 150 |
SCHEDULE OF NOTES PAYABLE RELAT
SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2023 | Dec. 31, 2022 | Jan. 12, 2022 | |||
Short-Term Debt [Line Items] | |||||
Maturity Date | Nov. 07, 2023 | ||||
Related party note payable | $ 6,520 | $ 7,018 | |||
Related party note payable | (246) | (408) | |||
Related party note payable | (183) | (309) | |||
Related party note payable | (150) | (1,215) | |||
Related party note payable | 6,370 | 5,803 | |||
Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Related party note payable | $ 765 | 765 | |||
Note One [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issuance Date | [1] | Dec. 01, 2015 | |||
Maturity Date | [1] | Apr. 01, 2023 | |||
Interest Rate | [1] | 12% | |||
Original Borrowing | [1] | $ 1,249 | |||
Note One [Member] | Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Related party note payable | [1] | $ 725 | 725 | ||
Note Two [Member] | |||||
Short-Term Debt [Line Items] | |||||
Issuance Date | [2] | Apr. 04, 2016 | |||
Maturity Date | [2] | Jun. 04, 2021 | |||
Interest Rate | [2] | 12% | |||
Original Borrowing | [2] | $ 343 | |||
Note Two [Member] | Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Related party note payable | [2] | $ 40 | 40 | ||
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% | |||
Original Borrowing | [3] | $ 150 | |||
Related party note payable | 150 | ||||
Note Three [Member] | Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Related party note payable | [3] | $ 150 | 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] | |||||
Related party note 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 | |||
Related party note payable | 6,375 | 5,544 | |||
Note Five [Member] | Related Party [Member] | |||||
Short-Term Debt [Line Items] | |||||
Related party note payable | [5] | $ 6,034 | $ 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 854 811 129 86 343 41.20 47 45 7 5 150 350 150 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 $600. |
SCHEDULE OF NOTES PAYABLE REL_2
SCHEDULE OF NOTES PAYABLE RELATED PARTIES (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 18 Months Ended | ||||||||||||||||
May 16, 2023 | Nov. 07, 2022 | May 12, 2022 | Jan. 12, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Feb. 16, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | May 19, 2021 | May 15, 2020 | Apr. 04, 2016 | |||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Maturity date | Nov. 07, 2023 | ||||||||||||||||||
Notes payable | $ 6,520 | $ 6,520 | $ 6,520 | $ 7,018 | |||||||||||||||
Principal amount of convertible notes | 915 | 915 | 915 | ||||||||||||||||
Payment of debt issuance costs | $ 445 | ||||||||||||||||||
Unamortized debt discount | 187 | 187 | $ 187 | 311 | |||||||||||||||
Original issue discount | $ 558 | ||||||||||||||||||
Amortization of debt discount | 77 | $ 98 | 163 | 171 | |||||||||||||||
Amortization of debt issuance costs | $ 57 | $ 151 | $ 127 | $ 264 | |||||||||||||||
Redemption description | On May 16, 2023, the Company received a redemption notice under the terms of the November Note Purchase Agreement for $300. The Company missed two payments resulting in a Payment Failure Balance Increase of 10% on the outstanding principal balance per occurrence pursuant to the terms of the agreement totaling $1,205. | ||||||||||||||||||
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% | 12% | 12% | |||||||||||||||
Note One [Member] | Mr Cutaia [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Conversion price | $ 41.20 | ||||||||||||||||||
Maturity date | Apr. 01, 2023 | ||||||||||||||||||
Notes payable | $ 854 | $ 854 | $ 854 | 811 | |||||||||||||||
Accrued interest | $ 129 | $ 86 | |||||||||||||||||
Note Two [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Maturity date | [2] | Jun. 04, 2021 | |||||||||||||||||
Debt instrument interest rate percentage | [2] | 12% | 12% | 12% | |||||||||||||||
Note Two [Member] | Mr Cutaia [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Conversion price | $ 41.20 | ||||||||||||||||||
Notes payable | $ 47 | $ 47 | $ 47 | 45 | |||||||||||||||
Accrued interest | $ 7 | $ 5 | |||||||||||||||||
Convertible notes payable | $ 343 | ||||||||||||||||||
Note Three [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Maturity date | [3] | May 15, 2050 | |||||||||||||||||
Notes payable | 150 | ||||||||||||||||||
Debt instrument interest rate percentage | [3] | 3.75% | 3.75% | 3.75% | |||||||||||||||
Note Three [Member] | Mr Cutaia [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Notes payable | $ 150 | $ 150 | $ 150 | $ 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] | 6% | [4] | 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 Five [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Maturity date | [5] | May 07, 2024 | |||||||||||||||||
Notes payable | $ 6,375 | $ 6,375 | $ 6,375 | 5,544 | |||||||||||||||
Principal amount of convertible notes | $ 5,470 | ||||||||||||||||||
Debt instrument interest rate percentage | [5] | 9% | 9% | 9% | |||||||||||||||
Payment of debt issuance costs | 335 | ||||||||||||||||||
Amortization of debt discount and issuance cost | 450 | ||||||||||||||||||
Unamortized debt discount | $ 246 | $ 246 | $ 246 | 402 | |||||||||||||||
Debt issuance costs | 183 | 183 | 183 | $ 299 | |||||||||||||||
Original issue discount | 470 | ||||||||||||||||||
Debt gross proceeds | $ 5,000 | ||||||||||||||||||
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. | ||||||||||||||||||
Cash paid | 375 | 375 | 375 | ||||||||||||||||
Cash paid in shares | $ 300 | 300 | $ 300 | ||||||||||||||||
Amortization of debt discount | 156 | ||||||||||||||||||
Amortization of debt issuance costs | $ 116 | ||||||||||||||||||
[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 854 811 129 86 343 41.20 47 45 7 5 150 350 150 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 $600. |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Convertible Notes Payable And Notes Payable | ||||
Interest expense – amortization of debt discount | $ 77 | $ 98 | $ 163 | $ 171 |
Interest expense – amortization of debt issuance costs | 57 | 151 | 127 | 264 |
Interest expense – other | 165 | 119 | 480 | 226 |
Total interest expense | $ 299 | $ 368 | $ 770 | $ 661 |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest paid to related party | $ 299 | $ 368 | $ 770 | $ 661 |
Notes payable [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest paid to related party | 0 | 0 | 0 | 0 |
Related Party [Member] | Notes payable [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest paid to related party | $ 23 | $ 23 | $ 46 | $ 46 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY USING BINOMIAL PRICING MODEL ASSUMPTIONS (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | $ | $ 16 | $ 222 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 1.08 | 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 6 months | 1 year 11 months 23 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 132 | 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 | 5.07 | 4.41 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning balance | $ 222 | $ 3,155 | ||
Change in fair value | $ (198) | $ (1,024) | (206) | (2,162) |
Ending balance | $ 16 | $ 993 | $ 16 | $ 993 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Change in fair value of derivative liability | $ 198 | $ 1,024 | $ 206 | $ 2,162 | |
Fair value of derivative liability | $ 16 | $ 16 | $ 222 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||||||||
Jun. 21, 2023 | Apr. 18, 2023 | Apr. 10, 2023 | Jan. 26, 2023 | Jan. 24, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 09, 2023 | Dec. 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 | $ 20,150 | ||||||
Warrant exercise price per share | $ 13.60 | ||||||||
Warrant exercise price decreased | $ 8 | ||||||||
Offering issuance sale, value | |||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 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, the Company implemented the 1-for-40 reverse stock split (the “Reverse Stock Split”) of its common stock. The Company’s 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 the Company’s pre-Reverse Stock Split common stock were combined and reclassified into one share of common stock | ||||||||
2019 Incentive Compensation Plan [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of shares authorized | 15,000,000 | ||||||||
Equity Option [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Number of ooptions granted | 997,595 | 8,090 | |||||||
Options exercise price | $ 1.11 | $ 9.20 | |||||||
Grant fair value of options | $ 953 | $ 66 | |||||||
Stock option vesting period | 4 years | ||||||||
Maximum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Offering issuance sale, value | $ 50,000 | ||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Offering issuance sale | 15,182 | ||||||||
Shares issued | 197,414 | 11,581 | |||||||
Offering issuance sale, value | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-40 reverse stock split | ||||||||
Common Stock [Member] | Officer And Employees [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued | 195,489 |
SUMMARY OF RESTRICTED STOCK AWA
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 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 |
Number of Non-vested Shares, Outstanding Beginning | shares | 147,775 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 1.11 |
Number of Non-vested Shares, Outstanding Beginning | shares | (195,489) |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 4.87 |
Number of Non-vested Shares, Outstanding Beginning | shares | (20,649) |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 40.49 |
Number of Non-vested Shares, Outstanding Beginning | shares | 21,535 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 48.61 |
RESTRICTED STOCK UNITS (Details
RESTRICTED STOCK UNITS (Details Narrative) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested, value | |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Grant date fair value | 952 |
Grant date fair value | 840 |
Unvested, value | $ 1,047 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | 4 years 9 months 10 days | 3 years 4 months 13 days |
Aggregate intrinsic value beginning balance | ||
Number of options outstanding beginning balance | 1,005,685 | |
Weighted average exercise price outstanding beginning balance | $ 1.18 | |
Number of options outstanding beginning balance | (45,216) | |
Weighted average exercise price outstanding beginning balance | $ 48.11 | |
Number of options outstanding beginning balance | ||
Weighted average exercise price outstanding beginning balance | ||
Number of options outstanding beginning balance | 1,099,523 | 139,054 |
Weighted average exercise price outstanding beginning balance | $ 5.69 | $ 52.11 |
Aggregate intrinsic value beginning balance | $ 0 | |
Number of options outstanding beginning balance | 77,304 | |
Weighted average exercise price outstanding beginning balance | $ 50.47 | |
Aggregate intrinsic value beginning balance | ||
Number of options outstanding beginning balance | 77,304 | |
Weighted average exercise price outstanding beginning balance | $ 50.47 | |
Aggregate intrinsic value beginning balance |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD (Details) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 3.95% | |
Risk-free interest rate, minimum | 1.24% | |
Risk-free interest rate, maximum | 3.01% | |
Average expected term (years) | 5 years | 5 years |
Expected volatility | 127.50% | |
Expected volatility, minimum | 147.80% | |
Expected volatility, maximum | 149.50% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 21, 2023 | Jun. 30, 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 | 514,000 | ||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 2,665,000 | ||
Equity Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of options granted | 997,595 | 8,090 | |
Options exercise price | $ 1.11 | $ 9.20 | |
Grant fair value of options | $ 953,000 | $ 66,000 | |
Stock option vesting period | 4 years |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Number of Shares, Warrants Outstanding Beginning | 952,638 | |
Weighted-Average Exercise Price, Outstanding Beginning | $ 37.60 | |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending | 2 years 8 months 4 days | 3 years 6 months 21 days |
Aggregate Intrinsic Value Outstanding Beginning | ||
Number of Shares, Warrants Outstanding Beginning | ||
Weighted-Average Exercise Price, Outstanding Beginning | ||
Number of Shares, Warrants Outstanding Beginning | (834) | |
Weighted-Average Exercise Price, Outstanding Beginning | $ 13.60 | |
Number of Shares, Warrants Outstanding Beginning | ||
Weighted-Average Exercise Price, Outstanding Beginning | ||
Number of Shares, Warrants Outstanding Beginning | 951,804 | 952,638 |
Weighted-Average Exercise Price, Outstanding Beginning | $ 32.80 | $ 37.60 |
Aggregate Intrinsic Value Outstanding Beginning |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 24, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Warrants | |||||
Outstanding warrants, intrinsic value | $ 0 | $ 0 | |||
Offering issuance sale | 901,275 | ||||
Offering price | $ 8 | ||||
Warrant exercise price per share | 13.60 | ||||
Warrant exercise price decreased | $ 8 | ||||
Deemed dividend | $ 164 | $ 164 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | |||
Mar. 01, 2023 | May 05, 2022 | Oct. 05, 2021 | Jun. 30, 2023 | |
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 June 30, 2023 | |||
Board fees expensed | 167 | |||
Board fees to be recognized | 125 | |||
Five Board Members [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate board fees | $ 292 | |||
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) - Subsequent Event [Member] - USD ($) $ in Thousands | Aug. 08, 2023 | Jul. 29, 2023 | Jul. 07, 2023 |
Subsequent Event [Line Items] | |||
Office lease payment | $ 8 | ||
Restricted Stock Units (RSUs) [Member] | Mr Cutaia [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 2,948 | ||
Notes payable [Member] | Exchange Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued | 180,831 | ||
Number of shares issued, value | $ 200 |