Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 16,408,287 | |
Common Stock, $0.0001 par value [Member] | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | VERB | |
Security Exchange Name | NASDAQ | |
Common Stock Purchase Warrants [Member] | ||
Title of 12(b) Security | Common Stock Purchase Warrants | |
Trading Symbol | VERBW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 918 | $ 2,429 |
Assets held for sale - current | 1,323 | |
Prepaid expenses and other current assets | 400 | 306 |
Total current assets | 1,318 | 4,058 |
Assets held for sale – non-current | 10,467 | |
Capitalized software development costs, net | 4,584 | 6,176 |
ERC receivable | 1,528 | 1,528 |
Property and equipment, net | 39 | 533 |
Operating lease right-of-use assets | 243 | 1,354 |
Intangible assets, net | 97 | 83 |
Other assets | 259 | 293 |
Total assets | 8,068 | 24,492 |
Current liabilities | ||
Accounts payable | 2,706 | 3,975 |
Liabilities related to assets held for sale | 2,483 | |
Liabilities of discontinued operations | 219 | 1,641 |
Accrued expenses | 2,080 | 1,287 |
Accrued officers’ salary | 764 | 764 |
Convertible notes payable, current | 1,334 | |
Operating lease liabilities, current | 65 | 355 |
Derivative liability | 12 | 222 |
Total current liabilities | 8,457 | 16,530 |
Long-term liabilities | ||
Notes payable, non-current | 142 | 1,215 |
Operating lease liabilities, non-current | 184 | 1,581 |
Total liabilities | 8,783 | 19,326 |
Commitments and contingencies (Note 13) | ||
Series B Redeemable Preferred Stock | ||
Stockholders’ equity (deficit) | ||
Common stock, value | 1 | 1 |
Additional paid-in capital | 171,991 | 158,629 |
Accumulated deficit | (172,707) | (153,464) |
Total stockholders’ equity (deficit) | (715) | 5,166 |
Total liabilities and stockholders’ equity (deficit) | 8,068 | 24,492 |
Common Class A [Member] | ||
Stockholders’ equity (deficit) | ||
Common stock, value | ||
Related Party [Member] | ||
Current liabilities | ||
Notes payable, current | 725 | 765 |
Nonrelated Party [Member] | ||
Current liabilities | ||
Notes payable, current | $ 1,886 | $ 3,704 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, shares issued | 7,868,774 | 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 | 7,868,774 | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 29 | $ 3 | $ 34 | $ 3 |
Cost of revenue | 5 | 1 | 7 | 1 |
Gross margin | 24 | 2 | 27 | 2 |
Operating expenses | ||||
Depreciation and amortization | 564 | 438 | 1,730 | 524 |
General and administrative | 2,850 | 5,126 | 9,080 | 15,019 |
Total operating expenses | 3,414 | 5,564 | 10,810 | 15,543 |
Operating loss from continuing operations | (3,390) | (5,562) | (10,783) | (15,541) |
Other income (expense) | ||||
Other income (expense), net | 64 | 844 | (16) | |
Financing costs | (1,239) | |||
Interest expense | (219) | (289) | (989) | (950) |
Change in fair value of derivative liability | 4 | 198 | 210 | 2,360 |
Total other income (expense), net | (151) | (91) | (1,174) | 1,394 |
Net loss from continuing operations | (3,541) | (5,653) | (11,957) | (14,147) |
Loss from discontinued operations, net of tax | (168) | (2,375) | (7,122) | (7,244) |
Net loss | (3,709) | (8,028) | (19,079) | (21,391) |
Deemed dividend due to warrant reset | (164) | |||
Net loss to common stockholders | $ (3,709) | $ (8,028) | $ (19,243) | $ (21,391) |
Loss per share - basic | $ (0.68) | $ (3.14) | $ (4.10) | $ (9.30) |
Loss per share - diluted | $ (0.68) | $ (3.14) | $ (4.10) | $ (9.30) |
Weighted average number of common shares outstanding - basic | 5,420,884 | 2,552,755 | 4,690,744 | 2,301,020 |
Weighted average number of common shares outstanding - diluted | 5,420,884 | 2,552,755 | 4,690,744 | 2,301,020 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Class A [Member] Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 1,000 | $ 129,348,000 | $ (116,027,000) | $ 13,322,000 | |
Balance, shares at Dec. 31, 2021 | 3 | 1,823,574 | |||
Sale of common stock from public offering | 20,150,000 | 20,150,000 | |||
Sale of common stock from public offering, shares | 646,106 | ||||
Fair value of vested restricted stock awards, stock options and warrants | 2,163,000 | 2,163,000 | |||
Fair value of vested restricted stock awards, stock options, and warrants, shares | 14,684 | ||||
Fair value of common shares issued for services | 1,461,000 | 1,461,000 | |||
Fair value of common shares issued for services, shares | 45,331 | ||||
Net loss | (21,391,000) | (21,391,000) | |||
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 | 377,000 | 377,000 | |||
Issuance of common stock from option exercise, shares | 8,318 | ||||
Fair value of common shares issued to settle accrued expenses | 450,000 | 450,000 | |||
Fair value of common shares issued to settle accrued expenses, shares | 11,926 | ||||
Balance at Sep. 30, 2022 | $ 1,000 | 153,949,000 | (137,418,000) | 16,532,000 | |
Balance, shares at Sep. 30, 2022 | 3 | 2,565,121 | |||
Balance at Dec. 31, 2022 | $ 1,000 | 158,629,000 | (153,464,000) | 5,166,000 | |
Balance, shares at Dec. 31, 2022 | 3 | 2,918,017 | |||
Sale of common stock from public offering | 6,628,000 | 6,628,000 | |||
Sale of common stock from public offering, shares | 1,006,575 | ||||
Fair value of vested restricted stock awards, stock options and warrants | 1,932,000 | 1,932,000 | |||
Fair value of vested restricted stock awards, stock options, and warrants, shares | 200,362 | ||||
Deemed dividend due to warrant reset | 164,000 | (164,000) | |||
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 for services | 200,000 | 200,000 | |||
Fair value of common shares issued for services, shares | 128,204 | ||||
Fair value of common shares issued for settlement of accrued expenses and litigation | 346,000 | 346,000 | |||
Fair value of common shares issued for settlement of accrued expenses and litigations, shares | 276,676 | ||||
Fair value of common shares issued as payment on notes payable | 4,092,000 | 4,092,000 | |||
Fair value of common shares issued as payment on notes payable, shares | 3,307,745 | ||||
Net loss | (19,079,000) | $ (19,079,000) | |||
Issuance of common stock for commitment fee related to equity line of credit agreement | $ 146 | ||||
Issuance of common stock for commitment fee related to equity line of credit agreement, shares | 93,190 | ||||
Issuance of common stock from option exercise, shares | |||||
Balance at Sep. 30, 2023 | $ 1,000 | $ 171,991,000 | $ (172,707,000) | $ (715,000) | |
Balance, shares at Sep. 30, 2023 | 3 | 7,868,774 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Activities: | |||
Net loss | $ (3,709) | $ (19,079) | $ (21,391) |
Loss from discontinued operations, net of tax | 168 | 7,122 | 7,244 |
Adjustments to reconcile net loss to net cash used in operating activities, net of discontinued operations: | |||
Share-based compensation | 1,985 | 3,668 | |
Amortization of debt discount | 75 | 238 | 238 |
Amortization of debt issuance costs | 55 | 182 | 367 |
Change in fair value of derivative liability | (4) | (210) | (2,360) |
Depreciation and amortization | 1,730 | 524 | |
Finance costs | 1,239 | ||
Gain on lease termination | (263) | (263) | |
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 | 52 | (161) | |
Operating lease right-of-use assets | 170 | 191 | |
Other assets | 13 | ||
Accounts payable, accrued expenses, and accrued interest | 265 | 1,089 | |
Deferred incentive compensation | (377) | ||
Operating lease liabilities | (63) | (269) | |
Net cash used in operating activities attributable to continuing operations | (6,619) | (11,223) | |
Net cash used in operating activities attributable to discontinued operations | (1,855) | (4,752) | |
Investing Activities: | |||
Capitalized software development costs | (239) | (4,299) | |
Purchases of property and equipment | (22) | (20) | |
Purchases of intangible assets | (14) | (82) | |
Net cash used in investing activities attributable to continuing operations | (275) | (4,401) | |
Net cash provided by (used in) investing activities attributable to discontinued operations | 4,750 | (1) | |
Financing Activities: | |||
Proceeds from sale of common stock | 6,628 | 20,150 | |
Proceeds from convertible notes payable | 6,000 | ||
Payment of convertible note payable – related party | (40) | ||
Payment of notes payable | (383) | ||
Payment of convertible notes payable | (1,350) | (2,740) | |
Proceeds from option exercise | 377 | ||
Payment for debt issuance costs | (445) | ||
Net cash provided by financing activities attributable to continuing operations | 4,855 | 23,342 | |
Net cash used in financing activities attributable to discontinued operations | (2,367) | (2,981) | |
Net change in cash | (1,511) | (16) | |
Cash - beginning of period | 2,429 | 937 | |
Cash - end of period | $ 918 | $ 918 | $ 921 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 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. Through June 13, 2023 of the nine months ended September 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. Background 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 Assets”) pursuant to an asset purchase agreement in consideration of the sum of $ 6,500 4,750 1,750 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 featured in the livestream 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 TikTok to stay on that site and actually check out through that site, eliminating the friction or reluctance of users to leave their TikTok feed in order to complete their purchase on MARKET.live. Our technology integration allows the purchase data to flow back through MARKET.live and to the individual vendors and stores on MARKET.live seamlessly for fulfillment of the orders. 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. This program is only open to those individuals with a large, verifiable social media following. Participants selected for the Creators on MARKET.live program can choose to feature their favorite products from MARKET.live stores and promote and sell them to their fans, followers and customers. The Company has recently launched a similar program on TikTok for TikTok creators and influencers. The Company has also recently launched a drop ship program on MARKET.live, offered on a subscription basis, designed specifically for those individuals interested in starting their own ecommerce business, who do not yet have a large base of fans or followers. Through this new program, entrepreneurs can quickly and easily establish their own storefronts, essentially their own website, by choosing the products they love from a carefully curated list of products by category (based on their selected subscription package). They can easily import the products into their storefront and launch their own ecommerce business through livestream shopping events broadcast live on MARKET.live and simulcast on other social platforms. Subscribers do not have to purchase inventory and product fulfillment is handled for them for no additional cost. This program represents a very low cost, low risk option for those who want to start their own ecommerce business. The Company is planning a national television commercial campaign to promote this new program. All livestream events are recorded and available to watch in each vendors’ personally branded stores on MARKET.live for those fans, followers and customers to return after the livestream events, 24/7, to browse and purchase any of the featured products. All the recorded livestream videos are indexed for easy browsing and remain shoppable. Depending on the products chosen, participants in the Creator 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 program 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 nine months ended September 30, 2023, the Company incurred a net loss from continuing operations of $ 11,957 6,619 As of September 30, 2023, the Company had cash of $ 918 Equity financing: On January 24, 2023, the Company issued 901,275 6,578 622 During September 2023, the Company restarted its’ at-the-market (“ATM”) issuance sales agreements with Truist Securities, Inc. pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-252167). As of September 30, 2023, the Company has issued 105,300 50 27 6,498,591 2,086 Debt financing: On January 12, 2022, the Company entered into a securities purchase agreement (the “January Note Purchase Agreement”) with three institutional investors (collectively, the “January Note Holders”) providing for the sale and issuance of an aggregate original principal amount of $ 6,300 4,950 357 1,350 208 In September 2022, the U.S. Small Business Administration approved a loan of $ 350 On November 7, 2022, the Company entered into a note purchase agreement (the “November Note Purchase Agreement”) and promissory note with an institutional investor (the “November Note Holder”) providing for the sale and issuance of an unsecured, non-convertible promissory note in the original principal amount of $ 5,470 470 5,000 The November Note matures eighteen months following the date of issuance. Commencing Nine 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 During the nine months ended September 30, 2023, the Company paid $ 375 in cash and $ 4,092 in shares of its common stock. As of September 30, 2023 and December 31, 2022, the outstanding balance of the November Notes amounted to $ 2,647 and $ 5,544 , respectively. Subsequent to September 30, 2023, the Company issued 2,040,922 655 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 2,108 558 269 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 | 9 Months Ended |
Sep. 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 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 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 September 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 and Creator programs. MARKET.live is expected to generate recurring fee revenue from soon to be launched new drop ship programs for entrepreneurs and its Creator program. d. The Company’s recently launched TikTok store and affiliate program. e. 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 nine months ended September 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 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 September 30, 2023, and 2022, the Company had total outstanding options of 2,056,882 131,303 919,664 641,285 155,572 51,796 0 30,240 120.00 21,265 20,223 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 nine months ended September 30, 2023 and 2022: SCHEDULE OF CONCENTRATION RISK Nine Months Ended September 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 28 Two vendors that accounted for 27 61 Supplemental Cash Flow Information SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 Nine Months Ended September 30, 2023 2022 Supplemental disclosures of cash flow information: Cash paid for interest $ 242 $ 203 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 $ 346 $ 450 Fair value of common shares issued as payment on notes payable 4,092 - Fair value of common stock received in exchange for employee’s payroll taxes - 8 Accrued software development costs - 291 Discount recognized from notes payable - 300 Derecognition of operating lease right-of-use assets 1,186 - Derecognition of operating lease liabilities 1,870 - Derecognition of other assets and liabilities related to lease termination 421 - Recognition of operating lease right-of-use asset and related lease liability 245 - Supplemental disclosure of non-cash investing and financing activities attributable to discontinued operations: Discount recognized from advances on future receipts 558 900 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 | 9 Months Ended |
Sep. 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 nine months ended September 30, 2023 and 2022, the Company amortized $ 538 394 1,615 394 Capitalized software development costs, net consisted of the following: SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS September 30, 2023 December 31, 2022 Beginning balance $ 6,176 $ 4,348 Additions 23 2,760 Amortization (1,615 ) (932 ) Ending balance $ 4,584 $ 6,176 The expected future amortization expense for capitalized software development costs as of September 30, 2023, is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year ending Amortization 2023 remaining $ 594 2024 2,377 2025 1,445 2026 168 Total amortization $ 4,584 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 | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [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 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 nine months ended September 30, 2023 and 2022: SCHEDULE OF NET REVENUES AND NET LOSS OF THE SAAS BUSINESS 2023 2022 Three Months Ended September 30, 2023 2022 Net revenues $ - $ 2,184 Net loss $ (168 ) $ (2,375 ) 2023 2022 Nine Months Ended September 30, 2023 2022 Net revenues $ 3,814 $ 7,274 Net loss $ (7,122 ) $ (7,244 ) |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Sep. 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. On July 3, 2023, the Company entered into a lease termination agreement with its landlord related to the office lease in Newport Beach, California. Pursuant to terms of the lease termination agreement, the Company vacated the property by August 15, 2023. A gain on lease termination of $ 263 On August 8, 2023, the Company entered into a studio office lease agreement for its office in California. The agreement requires the Company to pay $8 per month for a term through September 30, 2026. In accordance with ASC 842, the Company recognized a right-of-use asset and the related lease liability of $ 245 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 Nine Months Ended September 30, 2023 2022 Lease cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) $ 227 $ 285 Other information Cash paid for amounts included in the measurement of lease liabilities $ 121 $ 334 Weighted average remaining lease term – operating leases (in years) 3.00 4.67 Weighted average discount rate – operating leases 9.0 % 4.0 % SCHEDULE OF OPERATING LEASES ASSETS AND LIABILITIES September 30, 2023 December 31, 2022 Operating leases Right-of-use assets $ 243 $ 1,354 Short-term operating lease liabilities $ 65 $ 355 Long-term operating lease liabilities 184 1,581 Total operating lease liabilities $ 249 $ 1,936 SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES Year ending Operating Leases 2023 remaining $ 23 2024 92 2025 96 2026 75 2027 and thereafter - Total lease payments 286 Less: Imputed interest/present value discount (37 ) Present value of lease liabilities $ 249 |
ADVANCES ON FUTURE RECEIPTS
ADVANCES ON FUTURE RECEIPTS | 9 Months Ended |
Sep. 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 September 30, 2023 and December 31, 2022: SCHEDULE OF ADVANCES ON FUTURE RECEIPTS Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at September 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 % 2,108 269 - Total $ 5,830 269 1,989 Debt discount (41 ) (311 ) Debt issuance costs (9 ) (37 ) Net $ 219 $ 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 1,839 517 81 269 41 9 See Note 14 for Subsequent Events. |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | 9 Months Ended |
Sep. 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 September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at September 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 Note payable (C) May 15, 2020 May 15, 2050 3.75 % 150 142 150 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 2,184 5,470 Debt discount (171 ) (408 ) Debt issuance costs (127 ) (309 ) Total notes payable 2,753 7,018 Non-current (142 ) (1,215 ) Current $ 2,611 $ 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 876 811 151 86 (B) On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 41.20 48 0 45 0 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 $ 150 350 142 150 (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 5,000 600 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. Until all obligations under the November Note have been paid in full, the Company is not permitted to grant a security interest in any of its assets, or to issue securities convertible into shares of common stock, subject in each case to certain exceptions. verbMarketplace, LLC entered into a guaranty, dated November 7, 2022, in connection with the November Note Offering, pursuant to which it guaranteed the obligations of the Company under the November Note in exchange for receiving a portion of the loan proceeds. In connection with the November Note Offering, the Company incurred $ 335 450 402 299 375 4,092 231 172 171 127 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 September 30, 2023 and December 31, 2022, the outstanding balance of the November Notes amounted to $ 2,647 5,544 See Note 14 for Subsequent Events. The following table provides a breakdown of interest expense for the periods presented: SCHEDULE OF INTEREST EXPENSE 2023 2022 Three Months Ended September 30, 2023 2022 Interest expense – amortization of debt discount $ 75 $ 67 Interest expense – amortization of debt issuance costs 55 103 Interest expense – other 89 119 Total interest expense $ 219 $ 289 Total interest expense for notes payable to related parties (see Notes A and B above) was $ 23 23 8 0 The following table provides a breakdown of interest expense for the periods presented: 2023 2022 Nine Months Ended September 30, 2023 2022 Interest expense – amortization of debt discount $ 238 $ 238 Interest expense – amortization of debt issuance costs 182 367 Interest expense – other 569 345 Total interest expense $ 989 $ 950 Total interest expense for notes payable to related parties (see Notes A and B above) was $ 69 69 8 0 |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 9 Months Ended |
Sep. 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 September 30, 2023 December 31, 2022 Stock Price $ 0.70 $ 6.40 Exercise Price $ 8.00 $ 13.60 Expected Life 1.23 1.98 Volatility 203 % 107 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 5.46 % 4.41 % Total Fair Value $ 12 $ 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 nine months ended September 30, 2023 and 2022, the Company recorded a gain of $ 210 2,360 12 The details of derivative liability transactions for the nine months ended September 30, 2023 and 2022 are as follows: SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS 2023 2022 Nine Months Ended September 30, 2023 2022 Beginning balance $ 222 $ 3,155 Change in fair value (210 ) (2,360 ) Ending balance $ 12 $ 795 |
COMMON STOCK
COMMON STOCK | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
COMMON STOCK | 9. COMMON STOCK The Company’s common stock activity for the nine months ended September 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 as Part of ATM Agreement In August 2021 and November 2021, the Company entered into two separate ATM issuance sales agreements (the “August 2021 ATM” and the “November 2021 ATM”, respectively) with Truist Securities, Inc., pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-252167). The August 2021 ATM was terminated in October 2021. In January 2022, the aggregate offering price of the shares of the Company’s common stock that may be sold under the November 2021 ATM was reduced from $ 30,000 7,300 During September 2023, the Company sold 105,300 50 Shares Issued for Services During the nine months ended September 30, 2023, the Company issued 195,489 During the nine months ended September 30, 2023, the Company issued 1,925 On July 29, 2023, the Company issued 2,948 On September 5, 2023, the Company issued 128,204 200 Shares Issued for Settlements of Accrued Expenses During the nine months ended September 30, 2023, the Company issued 93,190 146 Shares Issued for Settlement of Litigation On September 19, 2023, the Company issued 183,486 200 200 32,140 Shares Issued as Payment on Notes Payable During the nine months ended September 2023, the Company issued 3,307,745 4,092 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 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 31,195 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 | 9 Months Ended |
Sep. 30, 2023 | |
Restricted Stock Units | |
RESTRICTED STOCK UNITS | 10. RESTRICTED STOCK UNITS A summary of restricted stock unit activity for the nine months ended September 30, 2023 is presented below. SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY Shares Weighted- Average Non-vested at January 1, 2023 89,898 $ 29.04 Granted 284,761 0.93 Vested/deemed vested (198,437 ) 5.43 Forfeited (20,650 ) 40.49 Non-vested at September 30, 2023 155,572 $ 6.57 On September 28, 2023, the Company granted 136,986 100 The total fair value of restricted stock units that vested or deemed vested during the nine months ended September 30, 2023 was $ 1,077 130 970 718 |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | 11. STOCK OPTIONS A summary of option activity for the nine months ended September 30, 2023 is presented below. SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2023 139,054 $ 52.11 3.37 $ - Granted 2,028,425 0.95 - - Forfeited (110,597 ) 60.48 - - Exercised - - - - Outstanding at September 30, 2023 2,056,882 $ 1.21 4.85 $ - Vested September 30, 2023 319,434 $ 1.99 $ - Exercisable at September 30, 2023 319,434 $ 1.99 $ - At September 30, 2023, the intrinsic value of the outstanding options was $ 0 During the nine months ended September 30, 2023, the Company granted stock options to board members to purchase a total of 8,090 9.20 five years 66 On June 21, 2023, the Company granted stock options to board members to purchase a total of 997,595 1.11 five years 4 953 On September 28, 2023, the Company granted stock options to employees and a board member to purchase a total of 1,022,740 0.73 five years 4 676 The share-based compensation expense recognized relating to the vesting of stock options for the three and nine months ended September 30, 2023 amounted to $ 440 954 1,795 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 Nine Months Ended September 30, 2023 2022 Risk-free interest rate 4.29 % 1.24 3.37 % Average expected term 5 5 Expected volatility 136.2 % 143.6 149.5 % 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 | 9 Months Ended |
Sep. 30, 2023 | |
Stock Warrants | |
STOCK WARRANTS | 12. STOCK WARRANTS The Company has the following warrants outstanding as of September 30, 2023, all of which are exercisable: SCHEDULE OF WARRANTS OUTSTANDING Warrants Weighted- Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2023 952,638 $ 37.60 3.56 $ - Granted - - - - Forfeited (32,974 ) 8.14 - - Exercised - - - - Outstanding at September 30, 2023, all vested 919,664 $ 33.76 2.83 $ - At September 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 On September 19, 2023, the Company issued 183,486 32,140 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 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 remaining unpaid settlement amount of $50 was accrued by the Company as of September 30, 2023 c. Dispute with Warrant Holder The Company was involved 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 1,500 183,486 200 32,140 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 $ 312 Total board fees expensed during the nine months ended September 30, 2023 was $ 250 62 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 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. Equity Financing Subsequent to September 30, 2023, the Company issued 6,498,591 2,086 Issuance of common shares as payment on notes payable Subsequent to September 30, 2023, the Company issued 2,040,922 655 Debt Financing On October 11, 2023, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville’) pursuant to which Streeterville purchased a promissory note (the “Note”) in the aggregate principal amount of $ 1,005 9.0 Repayment of note payable – related party On October 12, 2023, the Company repaid all of the outstanding principal and accrued interest amounting to $ 879 Sublease agreement – related party On November 1, 2023, the Company entered into a corporate office sublease agreement with Mr. Cutaia for its executive office in Las Vegas, Nevada. Repayment of advance on future receipts Subsequent to September 30, 2023, the Company repaid all of the advances on future receipts. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES (Policies) | 9 Months Ended |
Sep. 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 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 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 September 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 and Creator programs. MARKET.live is expected to generate recurring fee revenue from soon to be launched new drop ship programs for entrepreneurs and its Creator program. d. The Company’s recently launched TikTok store and affiliate program. e. 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 nine months ended September 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 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 September 30, 2023, and 2022, the Company had total outstanding options of 2,056,882 131,303 919,664 641,285 155,572 51,796 0 30,240 120.00 21,265 20,223 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 nine months ended September 30, 2023 and 2022: SCHEDULE OF CONCENTRATION RISK Nine Months Ended September 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 28 Two vendors that accounted for 27 61 |
Supplemental Cash Flow Information | Supplemental Cash Flow Information SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 Nine Months Ended September 30, 2023 2022 Supplemental disclosures of cash flow information: Cash paid for interest $ 242 $ 203 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 $ 346 $ 450 Fair value of common shares issued as payment on notes payable 4,092 - Fair value of common stock received in exchange for employee’s payroll taxes - 8 Accrued software development costs - 291 Discount recognized from notes payable - 300 Derecognition of operating lease right-of-use assets 1,186 - Derecognition of operating lease liabilities 1,870 - Derecognition of other assets and liabilities related to lease termination 421 - Recognition of operating lease right-of-use asset and related lease liability 245 - Supplemental disclosure of non-cash investing and financing activities attributable to discontinued operations: Discount recognized from advances on future receipts 558 900 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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONCENTRATION RISK | SCHEDULE OF CONCENTRATION RISK Nine Months Ended September 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 28 Two vendors that accounted for 27 61 |
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION | SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2023 2022 Nine Months Ended September 30, 2023 2022 Supplemental disclosures of cash flow information: Cash paid for interest $ 242 $ 203 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 $ 346 $ 450 Fair value of common shares issued as payment on notes payable 4,092 - Fair value of common stock received in exchange for employee’s payroll taxes - 8 Accrued software development costs - 291 Discount recognized from notes payable - 300 Derecognition of operating lease right-of-use assets 1,186 - Derecognition of operating lease liabilities 1,870 - Derecognition of other assets and liabilities related to lease termination 421 - Recognition of operating lease right-of-use asset and related lease liability 245 - Supplemental disclosure of non-cash investing and financing activities attributable to discontinued operations: Discount recognized from advances on future receipts 558 900 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) | 9 Months Ended |
Sep. 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 September 30, 2023 December 31, 2022 Beginning balance $ 6,176 $ 4,348 Additions 23 2,760 Amortization (1,615 ) (932 ) Ending balance $ 4,584 $ 6,176 |
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE | The expected future amortization expense for capitalized software development costs as of September 30, 2023, is as follows: SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE Year ending Amortization 2023 remaining $ 594 2024 2,377 2025 1,445 2026 168 Total amortization $ 4,584 |
ASSETS AND LIABILITIES HELD F_2
ASSETS AND LIABILITIES HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES HELD FOR SALE | The assets and liabilities held for sale were as follows as of December 31, 2022 SCHEDULE OF 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 nine months ended September 30, 2023 and 2022: SCHEDULE OF NET REVENUES AND NET LOSS OF THE SAAS BUSINESS 2023 2022 Three Months Ended September 30, 2023 2022 Net revenues $ - $ 2,184 Net loss $ (168 ) $ (2,375 ) 2023 2022 Nine Months Ended September 30, 2023 2022 Net revenues $ 3,814 $ 7,274 Net loss $ (7,122 ) $ (7,244 ) |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 9 Months Ended |
Sep. 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 Nine Months Ended September 30, 2023 2022 Lease cost Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) $ 227 $ 285 Other information Cash paid for amounts included in the measurement of lease liabilities $ 121 $ 334 Weighted average remaining lease term – operating leases (in years) 3.00 4.67 Weighted average discount rate – operating leases 9.0 % 4.0 % |
SCHEDULE OF OPERATING LEASES ASSETS AND LIABILITIES | SCHEDULE OF OPERATING LEASES ASSETS AND LIABILITIES September 30, 2023 December 31, 2022 Operating leases Right-of-use assets $ 243 $ 1,354 Short-term operating lease liabilities $ 65 $ 355 Long-term operating lease liabilities 184 1,581 Total operating lease liabilities $ 249 $ 1,936 |
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES | SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES Year ending Operating Leases 2023 remaining $ 23 2024 92 2025 96 2026 75 2027 and thereafter - Total lease payments 286 Less: Imputed interest/present value discount (37 ) Present value of lease liabilities $ 249 |
ADVANCES ON FUTURE RECEIPTS (Ta
ADVANCES ON FUTURE RECEIPTS (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 and December 31, 2022: SCHEDULE OF ADVANCES ON FUTURE RECEIPTS Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at September 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 % 2,108 269 - Total $ 5,830 269 1,989 Debt discount (41 ) (311 ) Debt issuance costs (9 ) (37 ) Net $ 219 $ 1,641 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Convertible Notes Payable And Notes Payable | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE | The Company has the following outstanding notes payable as of September 30, 2023 and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE Note Issuance Date Maturity Date Interest Rate Original Borrowing Balance at September 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 Note payable (C) May 15, 2020 May 15, 2050 3.75 % 150 142 150 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 2,184 5,470 Debt discount (171 ) (408 ) Debt issuance costs (127 ) (309 ) Total notes payable 2,753 7,018 Non-current (142 ) (1,215 ) Current $ 2,611 $ 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 876 811 151 86 (B) On April 4, 2016, the Company issued a convertible note payable to Mr. Cutaia, in the amount of $ 343 41.20 48 0 45 0 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 $ 150 350 142 150 (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 5,000 600 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. Until all obligations under the November Note have been paid in full, the Company is not permitted to grant a security interest in any of its assets, or to issue securities convertible into shares of common stock, subject in each case to certain exceptions. verbMarketplace, LLC entered into a guaranty, dated November 7, 2022, in connection with the November Note Offering, pursuant to which it guaranteed the obligations of the Company under the November Note in exchange for receiving a portion of the loan proceeds. In connection with the November Note Offering, the Company incurred $ 335 450 402 299 375 4,092 231 172 171 127 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 September 30, 2023 and December 31, 2022, the outstanding balance of the November Notes amounted to $ 2,647 5,544 See Note 14 for Subsequent Events. |
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 September 30, 2023 2022 Interest expense – amortization of debt discount $ 75 $ 67 Interest expense – amortization of debt issuance costs 55 103 Interest expense – other 89 119 Total interest expense $ 219 $ 289 Total interest expense for notes payable to related parties (see Notes A and B above) was $ 23 23 8 0 The following table provides a breakdown of interest expense for the periods presented: 2023 2022 Nine Months Ended September 30, 2023 2022 Interest expense – amortization of debt discount $ 238 $ 238 Interest expense – amortization of debt issuance costs 182 367 Interest expense – other 569 345 Total interest expense $ 989 $ 950 Total interest expense for notes payable to related parties (see Notes A and B above) was $ 69 69 8 0 |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 9 Months Ended |
Sep. 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 September 30, 2023 December 31, 2022 Stock Price $ 0.70 $ 6.40 Exercise Price $ 8.00 $ 13.60 Expected Life 1.23 1.98 Volatility 203 % 107 % Dividend Yield 0 % 0 % Risk-Free Interest Rate 5.46 % 4.41 % Total Fair Value $ 12 $ 222 |
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS | The details of derivative liability transactions for the nine months ended September 30, 2023 and 2022 are as follows: SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS 2023 2022 Nine Months Ended September 30, 2023 2022 Beginning balance $ 222 $ 3,155 Change in fair value (210 ) (2,360 ) Ending balance $ 12 $ 795 |
RESTRICTED STOCK UNITS (Tables)
RESTRICTED STOCK UNITS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restricted Stock Units | |
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY | A summary of restricted stock unit activity for the nine months ended September 30, 2023 is presented below. SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY Shares Weighted- Average Non-vested at January 1, 2023 89,898 $ 29.04 Granted 284,761 0.93 Vested/deemed vested (198,437 ) 5.43 Forfeited (20,650 ) 40.49 Non-vested at September 30, 2023 155,572 $ 6.57 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of option activity for the nine months ended September 30, 2023 is presented below. SCHEDULE OF STOCK OPTION ACTIVITY Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2023 139,054 $ 52.11 3.37 $ - Granted 2,028,425 0.95 - - Forfeited (110,597 ) 60.48 - - Exercised - - - - Outstanding at September 30, 2023 2,056,882 $ 1.21 4.85 $ - Vested September 30, 2023 319,434 $ 1.99 $ - Exercisable at September 30, 2023 319,434 $ 1.99 $ - |
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 Nine Months Ended September 30, 2023 2022 Risk-free interest rate 4.29 % 1.24 3.37 % Average expected term 5 5 Expected volatility 136.2 % 143.6 149.5 % Expected dividend yield - - |
STOCK WARRANTS (Tables)
STOCK WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stock Warrants | |
SCHEDULE OF WARRANTS OUTSTANDING | The Company has the following warrants outstanding as of September 30, 2023, all of which are exercisable: SCHEDULE OF WARRANTS OUTSTANDING Warrants Weighted- Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at January 1, 2023 952,638 $ 37.60 3.56 $ - Granted - - - - Forfeited (32,974 ) 8.14 - - Exercised - - - - Outstanding at September 30, 2023, all vested 919,664 $ 33.76 2.83 $ - |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 13, 2023 | Jun. 10, 2023 | Feb. 16, 2023 | Jan. 26, 2023 | Jan. 24, 2023 | Nov. 07, 2022 | Nov. 14, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | May 16, 2023 | Jan. 12, 2022 | |
Short-Term Debt [Line Items] | |||||||||||||||
Disposal of assets consideration | $ 6,500,000 | $ 6,500,000 | |||||||||||||
Proceeds to disposal of assets | 4,750,000 | 4,750,000 | |||||||||||||
Additional contingent payment due from buyer | $ 1,750,000 | $ 1,750,000 | |||||||||||||
Gross sale description | participants in the Creator 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 program | ||||||||||||||
Net loss from continuing operations | $ 3,541,000 | $ 5,653,000 | $ 11,957,000 | $ 14,147,000 | |||||||||||
Cash in operations | 6,619,000 | 11,223,000 | |||||||||||||
Cash | $ 918,000 | 918,000 | 918,000 | $ 2,429,000 | |||||||||||
Sale of common stock from public offering, shares | 901,275 | 105,300 | |||||||||||||
Sale of common stock from public offering | $ 6,578,000 | $ 50,000 | 6,628,000 | 20,150,000 | |||||||||||
Offering costs | $ 622,000 | 27,000 | 27,000 | 27,000 | |||||||||||
Number of shares issued | 901,275 | ||||||||||||||
Number of value issued | |||||||||||||||
Principal amount | 5,830,000 | 5,830,000 | 5,830,000 | ||||||||||||
Notes Payable | 2,753,000 | 2,753,000 | 2,753,000 | 7,018,000 | |||||||||||
Debt discount | 75,000 | 67,000 | $ 238,000 | 238,000 | |||||||||||
Debt instrument maturity date | Nov. 07, 2023 | ||||||||||||||
Employee retention credit provisions | $ 1,528,000 | ||||||||||||||
ERC receivable | 1,528,000 | 1,528,000 | 1,528,000 | 1,528,000 | |||||||||||
Note Five [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
[custom:CashPaidAmortization-0] | 375,000 | 375,000 | 375,000 | ||||||||||||
[custom:CashPaidAmortizationInShares-0] | 4,092,000 | 4,092,000 | 4,092,000 | ||||||||||||
U.S. Small Business Administration [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Loans Payable | $ 350,000 | $ 350,000 | |||||||||||||
Unaffiliated Third Party [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Principal amount | 269,000 | 269,000 | 269,000 | ||||||||||||
Payment to related parties | 10,000 | ||||||||||||||
Unaffiliated Third Party [Member] | Note Three [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Principal amount | $ 1,550,000 | ||||||||||||||
Original issue discount | 41,000 | 41,000 | 41,000 | ||||||||||||
Purchase of future receipts | 2,108,000 | ||||||||||||||
Debt discount | $ 558,000 | 517,000 | |||||||||||||
Securities Purchase Agreement [Member] | January Note Holders [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Principal amount | $ 6,300,000 | ||||||||||||||
Repayment of debt | $ 1,350,000 | 4,950,000 | |||||||||||||
Interest paid | $ 208,000 | 357,000 | |||||||||||||
Note Purchase Agreement [Member] | Promissory Note [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Principal amount | $ 5,470,000 | $ 1,205,000 | |||||||||||||
Original issue discount | 470,000 | ||||||||||||||
Debt gross proceeds | $ 5,000,000 | ||||||||||||||
Debt instrument, description | The November Note matures eighteen months following the date of issuance. Commencing Nine 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 | ||||||||||||||
Debt redemption amount | $ 300,000 | ||||||||||||||
Notes Payable | $ 2,647,000 | $ 2,647,000 | $ 2,647,000 | $ 5,544,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Number of shares issued | 6,498,591 | ||||||||||||||
Number of value issued | $ 2,086 | ||||||||||||||
Subsequent Event [Member] | Exchange Agreement [Member] | November Notes [Member] | |||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||
Number of shares issued | 2,040,922 | ||||||||||||||
Number of shares issued, value | $ 655,000 |
SCHEDULE OF CONCENTRATION RISK
SCHEDULE OF CONCENTRATION RISK (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues and Accounts Receivables [Member] | Customer Concentration Risk [Member] | No Customers [Member] | ||
Product Information [Line Items] | ||
Purchases | 10% | 10% |
Purchase [Member] | Supplier Concentration Risk [Member] | First Vendor [Member] | ||
Product Information [Line Items] | ||
Purchases | 28% | 27% |
Purchase [Member] | Supplier Concentration Risk [Member] | Second Vendor [Member] | ||
Product Information [Line Items] | ||
Purchases | 61% |
SCHEDULE OF SUPPLEMENTAL CASH F
SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | $ 242 | $ 203 |
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 | 346 | 450 |
Fair value of common shares issued as payment on notes payable | 4,092 | |
Fair value of common stock received in exchange for employee’s payroll taxes | 8 | |
Accrued software development costs | 291 | |
Discount recognized from notes payable | 300 | |
Derecognition of operating lease right-of-use assets | 1,186 | |
Derecognition of operating lease liabilities | 1,870 | |
Derecognition of other assets and liabilities related to lease termination | 421 | |
Recognition of operating lease right-of-use asset and related lease liability | 245 | |
Supplemental disclosure of non-cash investing and financing activities attributable to discontinued operations: | ||
Discount recognized from advances on future receipts | 558 | 900 |
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 ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 13, 2023 | Jun. 10, 2023 | Apr. 20, 2023 | Apr. 18, 2023 | Apr. 10, 2023 | Feb. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
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 | ||||||||
Disposal of assets consideration | $ 6,500,000 | $ 6,500,000 | |||||||||
Cash proceeds to disposal of assets | 4,750,000 | 4,750,000 | |||||||||
Additional contingent payment due from buyer | 1,750,000 | $ 1,750,000 | |||||||||
Platform 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 | $ 5,441,000 | ||||||||||
Indefinite lived intangible assets | $ 0 | $ 0 | |||||||||
Goodwill impaired | 10,183,000 | ||||||||||
Goodwill | 9,581,000 | $ 9,581,000 | |||||||||
FDIC insured amount | $ 250,000 | ||||||||||
Convertible Notes [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Debt conversion, shares issued | 0 | 30,240 | |||||||||
Debt conversion, price per share | $ 120 | $ 120 | |||||||||
Convertible Notes [Member] | Related Party [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Debt conversion, shares issued | 21,265 | 20,223 | |||||||||
Debt conversion, price per share | $ 41.20 | $ 41.20 | |||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Antidilutive Securities | 2,056,882 | 131,303 | |||||||||
Warrant [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Antidilutive Securities | 919,664 | 641,285 | |||||||||
Restricted Stock [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Antidilutive Securities | 155,572 | 51,796 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Number of shares issued, shares | 1 | ||||||||||
Temporary equity par value | $ 0.0001 | ||||||||||
Number of shares issued | $ 5 | ||||||||||
Shares redeemed value | $ 5,000 | ||||||||||
Voting rights | The Certificate of Designation setting for the rights and preferences of the Series B Preferred Stock provides that the holder of the Series B Preferred Stock will have 700,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Articles of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company | ||||||||||
Sound Concepts [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Impairment charges | $ 440,000 | ||||||||||
Solofire [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Impairment charges | $ 2,000 | ||||||||||
Common Stock [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Reverse stock split | 1-for-40 reverse stock split | ||||||||||
Common stock par value | $ 0.0001 |
SCHEDULE OF CAPITALIZED SOFTWAR
SCHEDULE OF CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Research and Development [Abstract] | ||
Beginning balance | $ 6,176 | $ 4,348 |
Additions | 23 | 2,760 |
Amortization | (1,615) | (932) |
Ending balance | $ 4,584 | $ 6,176 |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION EXPENSE (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Research and Development [Abstract] | |
2023 remaining | $ 594 |
2024 | 2,377 |
2025 | 1,445 |
2026 | 168 |
Total amortization | $ 4,584 |
CAPITALIZED SOFTWARE DEVELOPM_3
CAPITALIZED SOFTWARE DEVELOPMENT COSTS (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 31, 2021 | Aug. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 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 | 1,615 | 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] | ||||||||
License fee | $ 5,750 | |||||||
Accrued bonuses current | $ 500 | |||||||
License and Services Agreement [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Agreement 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 | |||||
Software Development [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Amortization expense of software development costs | $ 538 | $ 394 | $ 1,615 | $ 394 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES HELD FOR SALE (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Discontinued Operations and Disposal Groups [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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Net revenues | $ 2,184 | $ 3,814 | $ 7,274 | |
Net loss | $ (168) | $ (2,375) | $ (7,122) | $ (7,244) |
ASSETS AND LIABILITIES HELD F_3
ASSETS AND LIABILITIES HELD FOR SALE (Details Narrative) - USD ($) $ in Thousands | Jun. 13, 2023 | Jun. 10, 2023 |
Discontinued Operations and Disposal Groups [Abstract] | ||
Disposal of assets consideration | $ 6,500 | $ 6,500 |
Cash proceeds to disposal of assets | 4,750 | $ 4,750 |
Impairment charges | $ 5,441 |
SCHEDULE OF LEASE COST (Details
SCHEDULE OF LEASE COST (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | $ 121 | $ 334 |
Weighted average remaining lease term - operating leases (in years) | 3 years | 4 years 8 months 1 day |
Weighted average discount rate - operating leases | 9% | 4% |
General and Administrative Expense [Member] | ||
Operating lease cost (included in general and administrative expenses in the Company’s statement of operations) | $ 227 | $ 285 |
SCHEDULE OF OPERATING LEASES AS
SCHEDULE OF OPERATING LEASES ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Right-of-use assets | $ 243 | $ 1,354 |
Short-term operating lease liabilities | 65 | 355 |
Long-term operating lease liabilities | 184 | 1,581 |
Total operating lease liabilities | $ 249 | $ 1,936 |
SCHEDULE OF PRESENT VALUE OF LE
SCHEDULE OF PRESENT VALUE OF LEASE LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2023 remaining | $ 23 | |
2024 | 92 | |
2025 | 96 | |
2026 | 75 | |
2027 and thereafter | ||
Total lease payments | 286 | |
Less: Imputed interest/present value discount | (37) | |
Present value of lease liabilities | $ 249 | $ 1,936 |
OPERATING LEASES (Details Narra
OPERATING LEASES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Aug. 08, 2023 | Apr. 26, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 03, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating lease right of use asset | $ 243 | $ 243 | $ 1,354 | ||||
Operating lease liability | 249 | 249 | $ 1,936 | ||||
Gain on lease termination | $ 263 | $ 263 | |||||
Lease Arrangement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating lease right of use asset | $ 543 | ||||||
Derecongnized lease liabilities | $ 521 | ||||||
Sub Lease Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating lease right of use asset | $ 245 | $ 212 | |||||
Lease payment description | The agreement requires the Company to pay $8 per month for a term through September 30, 2026. In accordance with ASC 842, the Company recognized a right-of-use asset and the related lease liability of $245 | 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 | $ 245 | $ 212 |
SCHEDULE OF ADVANCES ON FUTURE
SCHEDULE OF ADVANCES ON FUTURE RECEIPTS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Maturity Date | Nov. 07, 2023 | |
Original Borrowing | $ 5,830 | |
Total | 269 | $ 1,989 |
Debt discount | (41) | (311) |
Debt issuance costs | (9) | (37) |
Advances on future receipts, Net | $ 219 | 1,641 |
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] | 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] | 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 | $ 269 |
ADVANCES ON FUTURE RECEIPTS (De
ADVANCES ON FUTURE RECEIPTS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Jun. 13, 2023 | Feb. 16, 2023 | Oct. 25, 2022 | Aug. 25, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||||||||
Face amount | $ 5,830 | $ 5,830 | |||||||
Amortization of debt discount | 75 | $ 67 | 238 | $ 238 | |||||
Payment of debt issuance cost | 445 | ||||||||
Debt outstanding | 269 | 269 | $ 1,989 | ||||||
Debt issuance costs | 9 | 9 | 37 | ||||||
Amortization of debt issuance cost | 55 | $ 103 | 182 | $ 367 | |||||
Unaffiliated Third Party [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Face amount | 269 | 269 | |||||||
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 costs | 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 costs | 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 | 517 | |||||||
Payment of debt issuance cost | $ 87 | 1,839 | |||||||
Debt outstanding | 269 | 269 | |||||||
Unamortized debt discount | 41 | 41 | |||||||
Debt issuance costs | $ 9 | 9 | |||||||
Amortization of debt issuance cost | $ 81 | ||||||||
Received advances on future receipts | 290 | ||||||||
Payment of debt issuance cost | $ 3 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Jan. 12, 2022 | |||
Short-Term Debt [Line Items] | |||||
Maturity Date | Nov. 07, 2023 | ||||
Total notes payable | $ 2,753 | $ 7,018 | |||
Debt discount | (171) | (408) | |||
Debt issuance costs | (127) | (309) | |||
Non-current | (142) | (1,215) | |||
Current | $ 2,611 | 5,803 | |||
Related Party Note Payable 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 | |||
Total notes payable | [1] | $ 725 | 725 | ||
Related Party Note Payable 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 | |||
Total notes payable | [2] | 40 | |||
Note Payable [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 | |||
Total notes payable | [3] | $ 142 | 150 | ||
Convertible Notes Due 2023 [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 | |||
Total notes payable | [4] | 1,350 | |||
Promissory Note Payable [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 | |||
Total notes payable | [5] | $ 2,184 | $ 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 876 811 151 86 343 41.20 48 0 45 0 5 150 350 142 150 6,300 15 5,470 470 5,000 600 |
SCHEDULE OF CONVERTIBLE NOTES_2
SCHEDULE OF CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||||||||
Sep. 20, 2023 | May 16, 2023 | Nov. 07, 2022 | May 12, 2022 | Jan. 12, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | May 19, 2021 | May 15, 2020 | Apr. 04, 2016 | ||||
Short-Term Debt [Line Items] | ||||||||||||||||
Maturity date | Nov. 07, 2023 | |||||||||||||||
Principal and accrued interest paid | $ 1,350 | $ 2,740 | ||||||||||||||
Notes payable | $ 2,753 | 2,753 | $ 7,018 | |||||||||||||
Principal amount | 5,830 | 5,830 | ||||||||||||||
Payment of debt issuance costs | 445 | |||||||||||||||
Unamortized debt discount | 41 | 41 | 311 | |||||||||||||
Amortization of debt discount | 75 | $ 67 | 238 | 238 | ||||||||||||
Debt issuance costs | 55 | 103 | $ 182 | 367 | ||||||||||||
November Note Purchase Agreement [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Debt redemption amount | $ 300 | |||||||||||||||
Debt instrument failure in principal payment | $ 1,205 | |||||||||||||||
U.S. Small Business Administration [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Loans Payable | 350 | 350 | ||||||||||||||
Related Party Note Payable One [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Maturity date | [1] | Apr. 01, 2023 | ||||||||||||||
Notes payable | [1] | $ 725 | $ 725 | 725 | ||||||||||||
Interest rate | [1] | 12% | 12% | |||||||||||||
Related Party Note Payable One [Member] | Mr Cutaia [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price | $ 41.20 | |||||||||||||||
Maturity date | Apr. 01, 2023 | |||||||||||||||
Convertible note payable | $ 876 | $ 876 | 811 | |||||||||||||
Accrued interest | 151 | $ 151 | 86 | |||||||||||||
Related Party Note Payable Two [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Maturity date | [2] | Jun. 04, 2021 | ||||||||||||||
Notes payable | [2] | 40 | ||||||||||||||
Interest rate | [2] | 12% | 12% | |||||||||||||
Related Party Note Payable Two [Member] | Mr Cutaia [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price | $ 41.20 | |||||||||||||||
Convertible note payable | $ 0 | $ 0 | 45 | $ 343 | ||||||||||||
Accrued interest | 0 | $ 0 | 5 | |||||||||||||
Principal and accrued interest paid | $ 48 | |||||||||||||||
Note Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Maturity date | [3] | May 15, 2050 | ||||||||||||||
Notes payable | [3] | $ 142 | $ 142 | 150 | ||||||||||||
Interest rate | [3] | 3.75% | 3.75% | |||||||||||||
Note Payable [Member] | U.S. Small Business Administration [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Notes payable | $ 150 | |||||||||||||||
Loans Payable | $ 350 | $ 350 | ||||||||||||||
Convertible Notes Due 2023 [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Conversion price | $ 120 | |||||||||||||||
Maturity date | [4] | Jan. 12, 2023 | ||||||||||||||
Notes payable | [4] | 1,350 | ||||||||||||||
Principal amount | $ 6,300 | 1,350 | ||||||||||||||
Future debt or equity financings | 15% | |||||||||||||||
Proceeds from notes payable | $ 6,000 | |||||||||||||||
Interest rate | 6% | 6% | [4] | 6% | [4] | |||||||||||
Original issue 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 | |||||||||||||||
Promissory Note Payable [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Maturity date | [5] | May 07, 2024 | ||||||||||||||
Notes payable | [5] | $ 2,184 | $ 2,184 | 5,470 | ||||||||||||
Principal amount | $ 5,470 | |||||||||||||||
Interest rate | [5] | 9% | 9% | |||||||||||||
Payment of debt issuance costs | 335 | |||||||||||||||
Amortization of debt discount and issuance cost | 450 | |||||||||||||||
Unamortized debt discount | $ 171 | $ 171 | 402 | |||||||||||||
Debt issuance costs | 127 | 127 | 299 | |||||||||||||
Original issue discount | 470 | |||||||||||||||
Debt gross proceeds | 5,000 | |||||||||||||||
Redemption payments | $ 600 | |||||||||||||||
Debt instrument, description | 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. Until all obligations under the November Note have been paid in full, the Company is not permitted to grant a security interest in any of its assets, or to issue securities convertible into shares of common stock, subject in each case to certain exceptions. verbMarketplace, LLC entered into a guaranty, dated November 7, 2022, in connection with the November Note Offering, pursuant to which it guaranteed the obligations of the Company under the November Note in exchange for receiving a portion of the loan proceeds. | |||||||||||||||
Cash paid | 375 | 375 | ||||||||||||||
Cash paid in shares | 4,092 | 4,092 | ||||||||||||||
Amortization of debt discount | 231 | |||||||||||||||
Debt issuance costs | 172 | |||||||||||||||
Promissory Note Payable [Member] | November Notes [Member] | ||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||
Notes payable | $ 2,647 | $ 2,647 | $ 5,544 | |||||||||||||
[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 876 811 151 86 343 41.20 48 0 45 0 5 150 350 142 150 6,300 15 5,470 470 5,000 600 |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible Notes Payable And Notes Payable | ||||
Interest expense – amortization of debt discount | $ 75 | $ 67 | $ 238 | $ 238 |
Amortization of debt issuance costs | 55 | 103 | 182 | 367 |
Interest expense – other | 89 | 119 | 569 | 345 |
Total interest expense | $ 219 | $ 289 | $ 989 | $ 950 |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest paid to related party | $ 219 | $ 289 | $ 989 | $ 950 |
Notes payable [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest paid to related party | 8 | 0 | 8 | 0 |
Related Party [Member] | Notes payable [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Interest paid to related party | $ 23 | $ 23 | $ 69 | $ 69 |
SCHEDULE OF DERIVATIVE LIABILIT
SCHEDULE OF DERIVATIVE LIABILITY USING BINOMIAL PRICING MODEL ASSUMPTIONS (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Total Fair Value | $ | $ 12 | $ 222 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0.70 | 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, Expected Life | 1 year 2 months 23 days | 1 year 11 months 23 days |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 203 | 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 | 5.46 | 4.41 |
SCHEDULE OF DERIVATIVE LIABIL_2
SCHEDULE OF DERIVATIVE LIABILITY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Beginning balance | $ 222 | $ 3,155 | ||
Change in fair value | $ (4) | $ (198) | (210) | (2,360) |
Ending balance | $ 12 | $ 795 | $ 12 | $ 795 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Change in fair value of derivative liability | $ 4 | $ 198 | $ 210 | $ 2,360 | |
Fair value of derivative liability | $ 12 | $ 12 | $ 222 |
COMMON STOCK (Details Narrative
COMMON STOCK (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||||
Sep. 19, 2023 | Sep. 05, 2023 | Jul. 29, 2023 | Apr. 18, 2023 | Apr. 10, 2023 | Jan. 26, 2023 | Jan. 24, 2023 | Sep. 30, 2023 | Jan. 31, 2022 | Nov. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 09, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Offering issuance sale | 901,275 | 105,300 | ||||||||||||
Offering price | $ 8 | |||||||||||||
Proceeds from sale of common stock | $ 6,578,000 | $ 6,628,000 | $ 20,150,000 | |||||||||||
Warrant exercise price per share | $ 13.60 | |||||||||||||
Warrant exercise price decreased | $ 8 | |||||||||||||
Number of shares issued, value | ||||||||||||||
Number of shares issued | 901,275 | |||||||||||||
Fair value of common shares issued for services | 200,000 | 1,461,000 | ||||||||||||
Payments on notes payable | $ 4,092,000 | |||||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | 200,000,000 | 400,000,000 | |||||||||
Reverse stock split description | 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 | 15,000,000 | ||||||||||||
Maximum [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares issued, value | $ 50,000,000 | |||||||||||||
Iroquois and Other Investor [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Stock issued to settle litigation | 183,486 | |||||||||||||
Settlement amount | $ 200,000 | |||||||||||||
Other income loss net | $ 200,000 | |||||||||||||
Streeterville Capital LLC [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Fair value of common shares issued as payment on notes payable, shares | 3,307,745 | |||||||||||||
Payments on notes payable | $ 4,092,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Offering issuance sale | 1,006,575 | 646,106 | ||||||||||||
Number of shares issued, value | $ 146 | |||||||||||||
Number of shares issued | 93,190 | 15,182 | ||||||||||||
Number of shares issued for services | 128,204 | 45,331 | ||||||||||||
Fair value of common shares issued for services | ||||||||||||||
Fair value of common shares issued as payment on notes payable, shares | 3,307,745 | |||||||||||||
Reverse stock split description | 1-for-40 reverse stock split | |||||||||||||
Shares of common stock | 31,195 | |||||||||||||
Warrant [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of warrants cancelled | 32,974 | |||||||||||||
Warrant [Member] | Iroquois and Other Investor [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of warrants cancelled | 32,140 | |||||||||||||
Special Incentive Program [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares issued for services | 1,925 | |||||||||||||
Officer And Employees [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares issued for services | 195,489 | |||||||||||||
Mr Cutaia [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares issued for services | 2,948 | |||||||||||||
Vendors [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares issued for services | 128,204 | |||||||||||||
Fair value of common shares issued for services | $ 200,000 | |||||||||||||
ATM Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares issued, value | $ 50 | $ 7,300 | $ 30,000 | |||||||||||
Number of shares issued | 105,300 |
SUMMARY OF RESTRICTED STOCK AWA
SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY (Details) | 9 Months Ended |
Sep. 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, Granted | shares | 284,761 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.93 |
Number of Non-vested Shares, Vested/deemed vested | shares | (198,437) |
Weighted Average Grant Date Fair Value, Vested/deemed vested | $ / shares | $ 5.43 |
Number of Non-vested Shares, Forfeited | shares | (20,650) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 40.49 |
Number of Non-vested Shares, Outstanding Ending | shares | 155,572 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 6.57 |
RESTRICTED STOCK UNITS (Details
RESTRICTED STOCK UNITS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, granted | 284,761 | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Fair value of shares vested or deemed | 1,077,000 | ||
Stock compensation expense | $ 130 | $ 970 | |
Unvested compensation | $ 718 | $ 718 | |
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, granted | 136,986 | ||
Grant date fair value of shares granted | $ 100 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 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 (Years) | 4 years 10 months 6 days | 3 years 4 months 13 days |
Aggregate Intrinsic Value, Outstanding Beginning balance | ||
Number of Options, Granted | 2,028,425 | |
Weighted- Average Exercise Price, Granted | $ 0.95 | |
Number of Options, Forfeited | (110,597) | |
Weighted- Average Exercise Price, Forfeited | $ 60.48 | |
Number of Options, Exercised | ||
Weighted- Average Exercise Price, Exercised | ||
Number of Options Outstanding, Ending balance | 2,056,882 | 139,054 |
Weighted- Average Exercise Price, Outstanding Ending balance | $ 1.21 | $ 52.11 |
Aggregate Intrinsic Value, Outstanding Ending balance | ||
Number of Options, Vested | 319,434 | |
Weighted- Average Exercise Price, Vested | $ 1.99 | |
Aggregate Intrinsic Value, Vested | ||
Number of Options, Exercisable | 319,434 | |
Weighted- Average Exercise Price, Exercisable | $ 1.99 | |
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF FAIR VALUE ASSUMPTI
SCHEDULE OF FAIR VALUE ASSUMPTIONS USING BLACK-SCHOLES METHOD (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 4.29% | |
Risk-free interest rate, minimum | 1.24% | |
Risk-free interest rate, maximum | 3.37% | |
Average expected term | 5 years | 5 years |
Expected volatility | 136.20% | |
Expected volatility, minimum | 143.60% | |
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 ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2023 | Jun. 21, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Stock option intrinsic value | |||||
Options exercise price | $ 0.95 | ||||
Stock compensation expense | 440 | $ 954 | |||
Unrecognized share-based compensation expense | $ 1,795 | $ 1,795 | |||
Board Member [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Number of options granted | 997,595 | 8,090 | |||
Options exercise price | $ 1.11 | $ 9.20 | |||
Options granted, term | 5 years | 5 years | |||
Grant fair value of options | $ 953 | $ 66 | |||
Stock option vesting period | 4 years | ||||
Employees and Board Member [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Number of options granted | 1,022,740 | ||||
Options exercise price | $ 0.73 | ||||
Options granted, term | 5 years | ||||
Grant fair value of options | $ 676 | ||||
Stock option vesting period | 4 years |
SCHEDULE OF WARRANTS OUTSTANDIN
SCHEDULE OF WARRANTS OUTSTANDING (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Warrants Outstanding, Beginning | 952,638 | |
Weighted-Average Exercise Price, Outstanding Beginning | $ 37.60 | |
Weighted Average Remaining Contractual Life (Years), Outstanding, Ending | 2 years 9 months 29 days | 3 years 6 months 21 days |
Aggregate Intrinsic Value, Outstanding Beginning | ||
Number of Warrants, Granted | ||
Weighted-Average Exercise Price, Granted | ||
Number of Warrants, Forfeited | (32,974) | |
Weighted-Average Exercise Price, Forfeited | $ 8.14 | |
Number of Warrants, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Number of Warrants Outstanding, Ending | 919,664 | 952,638 |
Weighted-Average Exercise Price, Outstanding Ending | $ 33.76 | $ 37.60 |
Aggregate Intrinsic Value, Outstanding Ending |
STOCK WARRANTS (Details Narrati
STOCK WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 19, 2023 | Jan. 24, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Issuance and sale of shares | 901,275 | ||||||
Offering price | $ 8 | ||||||
Warrant exercise price per share | 13.60 | ||||||
Warrant exercise price decreased | $ 8 | ||||||
Deemed dividend | $ 164 | $ 164 | |||||
Iroquois and Other Investor [Member] | |||||||
Stock issued to settle litigation | 183,486 | ||||||
Warrant [Member] | |||||||
Outstanding warrants, intrinsic value | |||||||
Number of warrants cancelled | 32,974 | ||||||
Warrant [Member] | Iroquois and Other Investor [Member] | |||||||
Number of warrants cancelled | 32,140 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||||
Sep. 19, 2023 | Mar. 01, 2023 | May 05, 2022 | Oct. 05, 2021 | Sep. 30, 2023 | |
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 remaining unpaid settlement amount of $50 was accrued by the Company as of September 30, 2023 | ||||
Board fees expensed | 250 | ||||
Board fees to be recognized | 62 | ||||
Five Board Members [Member] | |||||
Aggregate board fees | $ 312 | ||||
Warrant [Member] | |||||
Number of warrants cancelled | 32,974 | ||||
Iroquois and Other Investor [Member] | |||||
Stock issued to settle litigation | 183,486 | ||||
Settlement amount | $ 200 | ||||
Iroquois and Other Investor [Member] | Warrant [Member] | |||||
Number of warrants cancelled | 32,140 | ||||
Securities Purchase Agreement [Member] | Iroquois Capital Investment Group LLC [Member] | |||||
Loss contingency damages sought value | $ 1,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Oct. 12, 2023 | Jan. 24, 2023 | Nov. 14, 2023 | Sep. 30, 2022 | Oct. 11, 2023 | Sep. 30, 2023 | |
Subsequent Event [Line Items] | ||||||
Number of shares issued | 901,275 | |||||
Number of value issued | ||||||
Principal amount | $ 5,830,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 6,498,591 | |||||
Number of value issued | $ 2,086 | |||||
Subsequent Event [Member] | Streeterville Capital LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Principal amount | $ 1,005,000 | |||||
Promissory note interest rate | 9% | |||||
Subsequent Event [Member] | Mr Cutaia [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Repayment of notes payable - related party | $ 879,000 | |||||
Subsequent Event [Member] | Exchange Agreement [Member] | November Notes [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares issued | 2,040,922 | |||||
Number of shares issued, value | $ 655,000 |